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NOTICE of INVITATION for BIDS (“IFB) IFB #20-ODU-30-HRS

I. Project Description: Sealed bids are invited for the Starbucks at Chartway Arena Renovation, at Old DominionUniversity, Norfolk, VA 23529.

II. Scope: The Work includes approximately 2,500 square feet of interior finish and construction work including HVAC,plumbing, and electrical work. Also included is replacement of main air handling equipment in this part of the building.Anticipated construction period is on or about July 20, 2020 - September 20, 2020 (Substantial Completion),October 20, 2020 (Final Completion).

III. OWNER and Project Primary Points of Contact:a. OWNER: Old Dominion University.b. Procurement Officer: Harry Smithson. E-mail: HRSmiths@odu.edu.c. Project Manager: Dave Robichaud. E-mail: drobicha@odu.edu.d. A/E: Moseley Architectse. A/E Project Manager: Bill Zawistowski. E-mail: bzawistowski@moseleyarchitects.com

IV. Questions:a. In order to maintain posted Bid due date, all questions related to this project shall be submitted in writing via

email and shall be submitted concurrently to each of the named points of contact in above III.b. All questions are due via email no later than 2:00 P.M. on Friday, June 19, 2020.

V. Bid Submission:a. Sealed bids will be received at Old Dominion University, Department of Procurement Services, 4401 Powhatan

Avenue, Suite 111, Norfolk, VA 23529. The deadline for submitting bids is 2:00 P.M., as determined by theBid Officer, on July 7, 2020.

b. Bids received, signed for and/or time-stamped 2:01 P.M. or later will be deemed late and will bereturned unopened to the Bidder.

c. Bid Submission Delivery Methods:1. Mailing:

Bidder can choose to mail their bid submittal via USPS, FedEx, Ups, or other to:Old Dominion University 4401 Powhatan Avenue Property Control Suite Norfolk, VA 23529

OR 2. Hand Delivery:

i. Bidder has the option to deliver their bid submittal via ‘hand delivery’ directly toProcurement Services, 4401 Powhatan Avenue, Suite 111, Norfolk, VA 23529;

ii. If Bidder chooses to ‘hand deliver’ their bid submittal, they must contact theProcurement Officer via email specifying same;

iii. In email subject line, Bidder must state “Hand Delivery Requested” – IFB#20-ODU-30-HRS.

iv. The email content must include proposed date and time for ‘hand delivery’;v. Procurement Officer will acknowledge request and someone in Procurement Services

will be available to accept ‘hand delivery’ on the date and time specified by theBidder.

vi. If Bidder chooses ‘hand delivery’ of bid submittal on the bid closing date, thedelivery shall be made on or before 1:45 P.M. to ensure proper receipt and logging ofbid submittal.

d. The OWNER shall make every effort to ensure that all Bids are received in a timely manner forconsideration. However, it is ultimately the Bidder’s responsibility to ensure that any Bid submittal,whether Mailed or Hand Delivered, is delivered and received in a timely manner. The OWNER shall notbe held responsible for Bid Submittals received after the specified Bid closing date and time.

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e. The bids will be opened and read aloud beginning at 2:00 P.M., on July 8, 2020 at the same location. Bidder’s

wanting to participate may do so by dialing in at 2:00 P.M. to 1-877-853-5247 and entering Conference ID Code 620 863 4449 when prompted.

f. The Procurement Officer will develop and post the tabulation on eVA’s VBO procurement portal. g. This process will supersede any guidance provided for same in DEB’s Form CO-7A, paragraph 8.

VI. Pre-Bidders Conference and On-Campus Project Site Walk-Through:

a. Pre-Bidder Conference:

i. In an effort to practice and support ‘”Social Distancing”, the University will not conduct an on-site pre- bidder’s conference.

ii. With that stated, the University will conduct a Pre-Bidders Conference Call that will include participation with this solicitation’s named Procurement Officer, Project Manager and AE Firm.

iii. The Pre-Bidders Conference Call will be open to anyone that wants to participate and will be held on June 10, 2020 at 10:00 A.M.

iv. Bidders that want to participate in the Conference Call may do so by dialing 1-877-853-5247 and entering Conference ID Code 620 863 4449 when prompted.

v. Although participation in the Conference Call is non-mandatory, it is suggested that interested Bidders do participate to get a better understanding of the project complexities, work site conditions, schedule, etc.

vi. At the end of the Conference Call participating Bidders will be asked to send an email to Harry R. Smithson, Jr., CPPO, VCCO at hrsmiths@odu.edu so Procurement Services has a list of participants that can be distributed with any issued Addenda.

vii. If a Bidder is unable to participate on the Conference Call, the key components related to the solicitation process, submittal requirements and if awarded the contract, selected the Contractor’s responsibilities are detailed in below paragraph c., “Pre-Bidders Conference Call Agenda”.

b. On-Campus Project Site Walk-Through: PM OPTIONS AS FOLLOWS:

The University will conduct an on-campus project site walkthrough as follows: 1. The University’s designated Project Manager will conduct an on-campus project site walk-

through on June 15, 2020: 2. No additional on-campus project site walk-throughs will be conducted after above specified

date; 3. The on-campus project walk-through shall be conducted at/in THE CHARTWAY

ARENA LOCATED ON HAMPTON BOULEVARD ACROSS FROM ODU’S MAIN CAMPUS;

4. In an effort to practice and support ‘”Social Distancing”, the on-campus project site walk- through will have the following requirements: (a) Bidder’s that are interested in participating in the on-campus project site walk-through

shall schedule their participation by sending an email to Dave Robichaud, Project Manager at drobicha@odu.edu indicating interest to participate.

(b) Participation shall be limited to one (1) person per interested Bidder or Contractor. (c) The Project Manager shall acknowledge via email a Bidder’s interest to participate and

shall provide the Bidder with the time walk-through will occur. It shall be the Bidder’s responsibility to pass this information along to any other individuals that Bidder has named as an interested participant;

(d) Bidders that are interested in participating in the on-campus project site walk- through must registered with the PM as described herein on or before June 14, 2020 NLT 2:00 P.M.

(e) If Bidder chooses not to register for the on-campus project site walk-through, PLEASE DO NOT SHOW UP FOR SAME, e.g., AVAILABLE ‘SLOTS’ HAVE BEED SCHEDULED BASED ON REGISTRATION.

(f) The walk-through(s) shall be limited to no more than (10) participants; (g) If more than (10) Bidders indicate interest to participate, the Project Manager will

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(h) Regardless of the number of requests: (1) All walk-throughs shall be conducted on June 15, 2020; (2) Bidders/individuals that have provided the Project Manager with their interest to

participate as described/required herein shall attend the walk-through during the time period that was provided to them by the PM – NO EXCEPTIONS.

(i) Any questions that Bidder’s may have during the walk-through shall be submitted as specified in above IV. a.-b.

c. Pre-Bidders Conference Call Agenda: For Bidders that were unable to participate on the scheduled Pre-Bidders Conference Call, the key components discussed and related to this project were:

1. Owner: Old Dominion University – For each of the following as applicable, include Name and email address. (a) Procurement Officer (b) Project Manager (c) A/E

2. Governance: (a) IFB Solicitation: This solicitation process shall be governed by DEB’s Form CO-7A,

attached herein. If there is conflicting guidance/language between this solicitation document and the DGS Form CO-7A, this solicitation document shall prevail.

(b) Contract: Any resulting contract shall be governed by (i) the issued CO-9 Contract and (ii) DEB Form CO-7, General Terms and Conditions of the Construction Contract, and eVA electronic Purchase Order.

3. IFB Process: (a) Question Cut-off Date: In order to maintain posted IFB closing date and time, all questions

related to this project shall be submitted in writing via email and shall be submitted concurrently to each of the above-named points of contact specified in IV. a.-b.

(b) All questions must be received NLT 2:00 P.M. on or before June 19, 2020. (c) All questions that impact scope of the project, schedule, and/or cost shall be responded to

via an Addendum. 4. IFB Response and submittal requirements:

Bid Submission Delivery Methods: (a) Mailing:

Bidder can choose to mail their bid submittal via USPS, FedEx, Ups, or other to: Old Dominion University 4401 Powhatan Avenue Property Control Suite Norfolk, VA 23529

OR (b) Hand Delivery:

i. Bidder has the option to deliver their bid submittal via ‘hand delivery’ directly to Procurement Services, 4401 Powhatan Avenue, Suite 111, Norfolk, VA 23529;

ii. If Bidder chooses to ‘hand deliver’ their bid submittal, they must contact the Procurement Officer via email specifying same;

iii. In email subject line, Bidder must state “Hand Delivery Requested” – IFB #20- ODU-30-HRS;

iv. The email content must include proposed date and time for delivery; v. Procurement Officer will acknowledge request and someone in Procurement

Services will be available to accept delivery on the date and time specified by the Bidder.

vi. If Bidder chooses ‘hand delivery’ of bid submittal on the bid closing date, the delivery shall be made on or before 1:45 P.M. to ensure proper receipt and logging of bid submittal.

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(c) Response submittals shall include:(1) The attached Bid form:

i. completed as required and fully executed;ii. acknowledgement of any associated Addenda;iii. acknowledgement of participation on the Pre-Bidders

Conference call; andiv. acknowledgement of participation in the on-campus project site

walk-through.(2) A copy of current Certificate of Insurance with appropriate coverages and

limits; and(3) A copy of current SWaM designation, as applicable.(4) References, as described in below VI.c.7.

5. IFB Opening:(a) The bids will be opened at 2:00 P.M. on July 8, 2020 at the same location.(b) The bids will be opened and read publicly, as specified in above V.e.

6. Executive Order 35 and SWaM Requirements:(a) The Governor’s Executive Order 35 dated July 3, 2019 provides guidance and initiatives

for continued enhancement of “small business” opportunities;(b) Bidder’s shall provide a small business procurement plan in conjunction with their sealed

bid meeting the requirements of DEB’s Form CO-7A, paragraph 17.(c) The small business procurement plan is the Bidder’s proposed percentage of participation

by small businesses in the overall total base bid amount and is indicated on the Bid Form.(d) An entry on the line for “Contractor’s Proposed Small Business Participation” is required

for the bid to be considered responsive.(e) If the Bidder is a DSBSD certified small business, the proposed percentage of

small business participation shall be entered as 100%.(f) A bidder may enter a proposed percentage of small business participation of 0% and

be considered responsive unless the Bid Form states the Owner’s required percentage of small business participation, in which case the bidder shall enter a percentage equal to or greater than the Owner’s required small business participation percentage in order to be considered responsive.

7. References:(a) As part of their bid, Bidders are asked to provide a minimum of five (5) references

for successfully completed projects similar in scope and contract amount to this IFB solicitation. Additional References may be included, but the five(5) most related projects should be highlighted first.

(b) In addition, if at any time during the past ten (10) years the Bidder and/or any of the Bidders’ currently named principals has conducted business and/or held a contract agreement of any type with Old Dominion University, either under the Bidder’s current legal name or a previous legal name including any sole proprietorship, corporation, partnership, limited liability corporation, or joint venture, etc., then Bidder shall include as a named reference, Old Dominion University.

(c) If Old Dominion University is named as a reference in a Bidder’s response, then Bidder’s past performance for any and all Old Dominion University contracts held and/or completed during the specified ten (10) year period may be used to determine a Bidder’s responsibility and subsequent award of this contract.

8. Bid Form/Costs:(a) The attached Bid Form, DGS-30-220, shall be completed and executed as required;(b) Bidder shall include in their cost the associated eVA transaction fee;(c) Bidder shall include in their cost the associated Siemens cost, Part B, and the

Johnson Controls cost, Part C.(d) The Bid Form shall be included in the Bidder’s bid response;(e) Failure to provide Bid Form with bid response shall be grounds for deeming Bidder non-

responsive, removing Bidder from ay award consideration.

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9. eVA Downloads:(a) Any Addenda, Drawings, Specifications, Modifications, etc., shall be posted to and can

be downloaded from the eVA procurement portal;(b) It shall be responsibility of the Bidder to monitor the eVA procurement portal for any

Addenda and/or other related documentation associated with this solicitation.

10. Project Schedule:(a) By submitting a bid any bidder acknowledges and understand that if awarded the contract

that:(1) The NTP will be issued on or about July 20, 2020;(2) Based on NTP date, Substantial Completion shall be required on or

before September 20, 2020; and(3) Final completion shall be achieved within 30 calendar days after the date

for Substantial Completion as determined by Owner and AE, unless otherwise modified in writing.

11. General Expectations (if applicable/AE design refer to DIVISION 1):(a) Use of Premises:

(1) Confine operations to the areas identified within the Construction limits.(2) Maintain access to existing walkways, corridors, and other adjacent

occupied or used facilities. Keep driveways, entrances and roadways free from debris.

(b) Work Restrictions:(1) Work hours – 7:00 am to 5:00 pm M-F, except as otherwise pre-

approved / directed;(2) Provide orderly flow of vehicular traffic; monitor the site; provide

safety / security measures.(3) The building will be occupied during construction. Therefore, it will be

crucial to coordinate the Work with the Owner’s Project Manager to minimize disruptions to building occupants. Further, the Contractor shall not impede safe access to and emergency egress from surrounding spaces.

(4) Coordinate with the Owner at least 72 hours (3 business days) in advance of any utility / service outages, other work that may be disruptive to University operations.

(5) Provide two-week look-ahead at progress meetings to aid in the coordination process.

(c) Temporary Facilities & Controls:(1) Parking – Contractor Extended Parking Permit Options:

i. There will be limited on-site parking for company work vehicles only. All Contractors are required to possess parking passes to park on campus. Parking passes may be acquired for use in multiple Contractor vehicles, but that pass can only be displayed in one (1) vehicle at a time when on campus.

ii. Consequently, it is the responsibility of the bidder to factor all parking needs into its bid, and to attain those passes accordingly.

iii. Listed below are the current rates for parking options. It is anticipated that these rates will increase on July 1, 2019. Plan accordingly. A Change Order cannot be provided to cover any additional costs.a. Monthly pass = $25 per month (equates to$1/day)b. Daily Scratch-off Pass = $8 each (can buy in bulk)c. Metered Parking = $1.50 per hour

(2) Site plan submittal: staging, combustible materials, lay-down area, etc., submission to the University required of successful Contractor prior to the ordering of materials.

(3) Keep the site clean.

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(4) Temporary Toilets: The Contractor will be required to provide its own

bathroom facilities. The exact location for placement is yet to be determined but will be discussed with the successful Contractor during the Pre-Construction meeting.

(5) Protection of exterior features such as sidewalks, roadways, grounds (shrubs, trees, plantings), etc., and interior features such as paint, finishes, walls, glass, floors, other existing equipment, etc., not currently targeted for demolition as part of this project must be maintained in as found condition. Contractor shall be responsible for replacement/repairs to the satisfaction of the Owner.

VII. Contract Award:

a. The contract shall be awarded on a lump sum basis as follows: the Total Base Bid Amount including any properly submitted and received bid modifications plus such successive Additive Bid Items as the Owner in its discretion decides to award in the manner set forth in DEB’s FORM CO-7A, paragraph 12.

b. Any resulting Contract Award shall be made in accordance with the requirements of the Virginia Public

Procurement Act (“VPPA”), and the documentation for same shall be as specified by the Division of Engineering and Buildings (“DEB”), to include when applicable, DGS forms (i) CO-9, Contract Between Owner and Contractor, (ii) CO-9a, Workers Compensation Certificate of Insurance, (iii) CO-9.2, Notice To Proceed, (iv) CO-10, Standard Performance Bond, (v) CO-10.1, Standard Labor and Material Payment Bond, and (vi) CO-17, Building Permit on State Property.

c. The Owner may, at its discretion, issue to the Contractor the form CO-9 prior to DEB’s approval of the CO-

17. The form CO-9.2, however, shall not be issued to the Contractor until Owner has received the DEB approved CO-17. Should DEB fail to approve the Owner’s CO-17 request, under the CO-9 with the Contractor, the Owner shall only be obligated to compensate the Contractor for funds expended for those purchases of Owner approved equipment, materials and supplies and/or costs associated with required submittal and review/approval process for same. The Owner shall not be obligated or responsible for any expenses related to securing labor resources to work the project, or perceived losses in potential overhead and profit.

d. Contract Vendor Proposals: Contractor shall include the in-scope costs provided by Siemens Industry, Inc. for Building Automation System work and Johnson Controls for Fire Alarm System work, as indicated on the Bid Form, Part B and Part C, respectively. In scope cost proposals for both Siemens (Attachment A) and Johnson Controls (Attachment B) are attached herein after the Bid Form. The successful Contractor shall be

responsible for the work of and shall subcontract with Siemens and Johnson Controls for their respective scopes of work as if hired by the Contractor as subcontractors. Given the current environment and unknowns related to supply chain and workforce resources, should conditions, costs and/or requirements change after contract award, Contractor will be responsible for working with either and/or both Siemens and Johnson Controls to mitigate potential project impacts, and for communicating same to Owner.

VIII. Bonding:

a. A Bid Bond equal to five percent (5%) of the amount of the bid. b. Both the Standard Performance Bond and Standard Labor and Material Payment Bond in the

amount of one hundred percent (100%) of the accepted bid will be required of successful low bidder. Owner reserves the right to waive this requirement if lowest responsive and responsible bid cost is <$500,000.00.

IX. Licensing: The successful bidder shall be licensed in Virginia as a Class A Contractor and shall hold at the time of bid submission, the Commercial Building Contractors CBC license classification, and if applicable, shall contract with subcontractors for any specialty classifications that may be required, but not held, e.g., GFC, HVA, etc. Because the Owner’s project is not a dwelling or a townhouse, the Residential Building Contractors (“RBC”) license classification does not meet the requirements of this project, and therefore will not be considered. It is the bidder’s responsibility to attain the proper licensing prior to submission of a bid.

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X. Withdrawal or Modification of Bid: Bids may be withdrawn or modified in accordance with the procedure specified in DEB’s FORM CO-7A, paragraph 6.

XI. Division of Engineering and Buildings (“DEB”): Any referenced DEB documents may be found at and

downloaded from https://dgs.virginia.gov/search/documents-and-forms/?filter=DEB

The Invitation for Bids for this project, including drawings and specifications containing the information necessary for bidding, may be obtained starting June 5, 2020. Plans and the specifications may be downloaded from the Moseley Architects website at www.moseleyarchitects.com/bidding/ and also through eVA.

Copies of the Invitation for Bids documents, including the plans and the specifications, will also be available for inspection at the following locations:

Moseley Architects Old Dominion University 780 Lynnhaven Pkwy, Suite 200 4401 Powhatan Avenue, Suite 111 Virginia Beach, VA 23452 Norfolk, VA 23529

By: Old Dominion University

Solicitation / Project Schedule: • Posting Date: June 5, 2020 • Pre-Bidder’s Conference Call: June 10, 2020 @ 10:00 a.m. • Project Walk-Through Registration: June 14, 2020 NLT 2:00 p.m. (email to Project Manager) • On-site Project Walk-Through: June 15, 2020 (Time(s) TBD by Project Manager) • Question Cut-Off Date: June 19, 2020 NLT 2:00 p.m. • Bid Closing Date: July 7, 2020 NLT 2:00 p.m. (EST) • Bid Opening Date: July 8, 2020 @ 2:00 p.m. • Award / Notice to Proceed: July 20, 2020 (unless otherwise modified by Owner) • Substantial Completion Date: September 20, 2020 (unless otherwise modified by Owner) • Final Completion Date: October 20, 2020 (unless otherwise modified by Owner)

END OF INVITATION FOR BID

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INSTRUCTIONS TO BIDDERS

The Invitation For Bids (IFB) consists of the Notice, this Instructions To Bidders, the Bid Form, the Pre-Bid Question Form, the General Conditions of the Construction Contract, the Supplemental General Conditions (if any), the Special Conditions (if any), the Forms to be used, and the Scope of Work as described by the Plans and Specifications, other documents listed in the Specifications, and any addenda which may be issued, all of which request qualified bidders to submit competitive prices or bids for providing the described work on the project.

eVA Vendor Registration: The bidder or offeror shall be a registered vendor in eVA. See the attached eVA Vendor Registration Requirements.

1. CONDITIONS AT SITE OR STRUCTURE: Bidders shall visit the site and shall be responsible for ascertaining pertinent local conditions such as location, accessibility, general character of the site or building, and the character and extent of existing conditions, improvements or work within or adjacent to the site. Claims, as a result of failure to have done so, will not be considered by the Owner. See Section 7 of the General Conditions entitled "Conditions at Site."

2. EXPLANATIONS TO BIDDERS: No oral explanation in regard to the meaning of drawings and

specifications will be made and no oral instructions will be given before the award of the contract. The Owner shall not be responsible for any conclusions, assumptions or interpretations made by bidders during the preparation of bids that are contrary to the drawings and specifications and their clear intent. Discrepancies, conflicts, errors, omissions or doubts as to the meaning of drawings and specifications shall be communicated in writing to the Architect / Engineer for interpretation. Bidders must use the "Prebid Question Form" provided in the bid documents. Bidders must so act to assure that questions reach the Architect/Engineer at least six (6) days prior to the time set for the receipt of bids to allow a sufficient time for an addendum to reach all bidders before the submission of their bids. If, however, there are two (2) weeks or less between the first bid advertisement and the time set for receipt of bids, then bidders must submit questions so that they reach the A/E no later than three (3) days prior to the time set for receipt of bids. Any interpretation made will be in the form of an addendum to the specifications which will be forwarded to all bidders, and its receipt shall be acknowledged by the bidder on Bid Forms. If such discrepancies, conflicts, errors, omissions or doubts are reasonably apparent or should have been reasonably apparent to the bidder, and the bidder failed to submit questions to the A/E in the time and manner required herein and the Contract is awarded to the bidder, then any claims shall be deemed waived and the bidder shall not be entitled to additional compensation or time, or entitled to sue the Owner based on such discrepancies, conflicts, errors, omissions, or doubts.

3. TIME FOR COMPLETION:

(a) "Time for Completion" shall be designated by the Owner on the Invitation for Bids or other

Prebid documents and shall mean the number of consecutive calendar days following the issuance of the Notice to Proceed which the Contractor has to substantially complete all Work required by the Contract. In some instances, the Time for Completion may be stated in the form of a Contract Completion Date based on a stipulated date of Notice to Proceed.

Unless otherwise specified, the Contractor shall achieve Final Completion within thirty (30) days after the date of Substantial Completion.

(b) When the Notice to Proceed is issued, it will state a Contract Completion Date, which has been

set by the Owner based on date of the Notice to Proceed and the Time for Completion.

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(c) The Contractor, in preparing and submitting his bid, is required to take into consideration normal weather conditions. Normal weather does not mean statistically average weather, but rather means a range of weather conditions which might be anticipated, (i.e., conditions which are not extremely unusual). Normal weather conditions shall be determined from the public historical records available, including the U.S. Department of Commerce, Local Climatological Data Sheets, Oceanic and Atmospheric Administration/Environmental Data and Information Service, National Climatic Center and the National Weather Service. The data sheets to be used shall be for the locality or localities closest to the site of the work. No additional compensation will be paid to the Contractor because of adverse weather conditions; however, an extension of time for abnormal weather will be considered by the Owner as indicated in the General Conditions.

(d) If the Owner designates the public historical climatological records to be used, the bidder shall

use those records in computing bids. If the Owner requests each bidder to indicate the records used, each bidder may select the public historical climatological records upon which he will rely in computing his bid. In the latter situation, each bidder shall designate in the space provided which of such climatological data records he used when formulating his bid. A bidder's failure to designate climatological records when submitting a bid shall not disqualify his bid but shall constitute a waiver of the right to claim any extension of time as the result of abnormal weather. In either case, the bid submitted, and the time of completion shall be presumed to have been based upon normal weather derived from the climatological records used.

4. PREPARATION AND SUBMISSION OF BIDS:

(a) Bids shall be submitted on the forms furnished, or copies thereof, and shall be signed in ink.

Erasures or other changes in a bid must be explained or noted over the signature of the bidder. Bids containing any conditions, omissions, unexplained erasures, alterations or items not called for in the proposal, or irregularities of any kind, may be rejected by the Owner as being incomplete or nonresponsive.

(b) Each bid must give the complete legal name and full business address of the bidder and be

signed by the bidder, or the bidder's authorized representative, with his usual signature. Bids by partnerships must be signed in the partnership name by one of the general partners of the partnership or an authorized representative, followed by the designation/title of the person signing, and a list of the partners. Bids by joint ventures must be signed in the joint venture name by one of the joint venture’s or an authorized representative of one of the joint venture’s, followed by the designation/title of the person signing, and a list of the joint ventures. Bids by corporations must be signed with the legal name of the corporation followed by the name of the state in which it is incorporated and by the signature and title of the person authorized to bind it in this matter. The name of each person signing shall be typed or printed below the signature. A signature on a bid by a person who identifies his title as "President," "Secretary," "Agent" or other designation without disclosing the principal firm, shall be held to be the bid of the individual signing. When requested by the Owner, satisfactory evidence of the authority of the officer signing on behalf of the corporation shall be furnished. Trade or fictitious names may be referenced by using "t/a _ _ _ ," but bids shall be in the legal name of the person or entity submitting the bid.

(c) Bids with the bid guarantee shall be enclosed in a sealed envelope which shall be marked and

addressed as indicated by the advertisement. If a contract is for one hundred twenty thousand dollars ($120,000) or more, or if the total value of all construction, removal, repair or improvements undertaken by the bidder within any twelve-month period is seven hundred fifty

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thousand dollars ($750,000) or more, the bidder is required under Title 54.1, Chapter 11, Section 1100, Code of Virginia, as amended, to be licensed in Virginia as a "Class A Contractor." If a contract is for ten thousand dollars ($10,000) or more, but less than one hundred twenty thousand dollars ($120,000), or if the total value of all construction, removal, repair or improvements undertaken by the bidder within any twelve-month period is one hundred fifty thousand dollars ($150,000) or more, but less than seven hundred fifty thousand dollars ($750,000), the bidder is required to be licensed in Virginia as a "Class B Contractor." The bidder shall place on the outside of the envelope containing the bid and shall place in the bid over his signature whichever of the following notations is appropriate and insert his Contractor license/registration number:

Licensed Class A Virginia Contractor No.

If the bidder is not properly licensed in Virginia at the time the bid is submitted, or if the bidder fails to provide this information on his bid or on the envelope containing the bid and fails to promptly provide said Contractor license number to the Owner in writing when requested to do so before the opening of bids, he shall be deemed to be in violation of Section 54.1-1115 of the Code of Virginia, as amended, and his bid will not be considered.

(d) The Board for Contractors has interpreted its regulations to mean "a licensed Contractor can

bid on a contract which contains work outside his license classification(s) as long as he subcontracts those items for which he is not qualified to perform to licensed contractors with the appropriate License Classification and the work of the second party is incidental to the contract." Therefore, the Owner may, as a part of determining whether the bidder is "responsible," require the apparent low bidder to submit a listing of his subcontractors along with the license number and classification or specialty of each.

(e) The bidder must also place its Employer Identification Number (SSN or FEIN) in the space

provided on the Bid Form.

(f) Every bidder organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership must be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia, as amended, or as otherwise required by law. Any bidder organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 must include in its bid the identification number issued to it by the State Corporation Commission. Any bidder that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law shall include in its bid or proposal a statement describing why the bidder or offeror is not required to be so authorized. A bidder required to be authorized to transact business in Virginia that fails to provide the required information shall not receive an award unless a waiver of this requirement and of any administrative policies and procedures established to implement Section 2.2-4311.2 of the Code of Virginia, as amended, is granted by the chief executive of the Owner.

If awarded the Contract, the bidder shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the Contract. Doing so shall be deemed to be a violation of Section 2.2-4311.2 and the bidder understands and agrees that the Owner may void the Contract if the bidder fails to comply with this provision.

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5. BID GUARANTEE:

(a) Any bid (including the Total Base Bid plus all Additive Bid Items) which exceeds five hundred thousand dollars ($500,000) shall be accompanied by a Commonwealth of Virginia Standard Bid Bond, Form CO-10.2, payable to the Owner as obligee in an amount equal to five percent (5%) of the amount of the bid. For construction contracts in excess of $100,000 but less than $500,000, where bid bond requirements are waived, prospective contractors shall be prequalified in accordance with §2.2-4317. A Bid Bond may be required for projects having bids of less than five hundred thousand dollars ($500,000) if such requirement is stated in the Notice of Invitation for Bids. The Bid Bond must be issued by a surety company which is legally authorized by the Virginia State Corporation Commission to do surety business in the Commonwealth of Virginia. Such Bid Bond shall guarantee that the bidder will not withdraw his bid during the period of thirty (30) days following the opening of bids; that if his bid is accepted, he will enter into a formal contract with the Owner in accordance with the Contract Between Owner and Contractor, Form CO-9, included as a part of the IFB Documents; that he will submit a properly executed and authorized Standard Performance Bond and Standard Labor and Material Payment Bond on the forms included in the IFB documents; and that in the event of the withdrawal of said bid within said period, or failure to enter into said contract and give said bonds within ten (10) days after he has received notice of acceptance of his bid, the bidder shall be liable to the Owner for the difference between the amount specified in said bid and such larger amount for which the Owner may contract with another party to perform the work covered by said bid, up to the amount of the bid guarantee. This amount represents the damage to the Owner on account of the default of the bidder in any particular hereof. See §2.2- 4336 of the Code of Virginia, as amended.

(b) See § 2.2-4338 of the Code of Virginia for provisions allowing alternative forms of bid security

in lieu of a Bid Bond. Forms of Security listed in § 2.2-4338.B must be approved prior to submission of a Bid on the Bid Receipt date and time to be acceptable as Bid Security.

(c) The Bid Bonds or other bid security will be returned to all except the three lowest bidders after

the formal opening of bids. The remaining Bid Bonds or bid security will be returned to the bidders after the Owner and the accepted bidder have executed the Contract and the Performance Bond and the Payment Bond have been approved by the Owner.

(d) If the required Contract and bonds have not been executed within thirty (30) days after the date

of the opening of the bids, then the bond or other bid security of any bidder will be returned upon his request, provided he has not been notified of the acceptance of his bid prior to the date of such request.

6. WITHDRAWAL OR MODIFICATION OF BIDS: Bids may be withdrawn or modified by

written or telefaxed notice received at the designated location from bidders prior to the deadline fixed for bid receipt. E-mail modifications are not acceptable. The withdrawal or modification may be made by the person signing the bid or by an individual(s) who is authorized by him on the face of the bid. Written modifications may be made on the bid form itself, on the envelope in which the bid is enclosed, or on a separate document. Written modifications, whether the original is delivered or telefaxed, must be signed by the person making the modification or withdrawal. The modification must state specifically what is to be modified and by what amount or it must state the item to be modified and what the corrected amount should be. (e.g. “Deduct $25,000 from Part A and from the Total Base Bid Amount”; or “Add $23,456 to the Total Base Bid Amount”; or “Deduct $15,650 from the Additive # 2 amount”. A modification to “Deduct $25,000 from Part A” will only be applied to Part A and not to the Total Base Bid Amount) Unless otherwise specified by the Bidder in the modification, the modification will be applied to the TOTAL BASE BID AMOUNT shown on the Bid Form. (e.g. a modification stating only “Deduct $25,000” which is properly signed will be deducted from the Total Base Bid Amount shown on the Bid Form)

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7. RECEIPT OF BIDS:

(a) Bids will be received at or before the date and the hour and at the place stipulated in the Invitation for Bids as may be modified by subsequent Addenda.

(b) It is the responsibility of the bidder to assure that his bid and any bid modifications are

delivered to the place designated for receipt of bids by the date and hour (deadline) set for receipt of bids. Therefore, it is the bidder’s responsibility to take into account all factors which may impact on its bid deliverer / courier’s ability to deliver the bid and to implement whatever actions are necessary to have the bid delivered to the proper bid receipt location prior to the bid receipt deadline. No bids or bid modifications submitted or offered after the date and hour designated for receipt of bids will be accepted or considered.

(c) The Bid Officer is the Owner's representative designated to receive bids at the time and place

noted in the IFB and to open the bids received at the appointed time.

(d) The official time used for the receipt of responses is determined by reference to the clock designated by the Bid Officer. The Bid Officer shall determine when the Bid Receipt Deadline has arrived and shall announce that the Deadline has arrived and that no further bids or bid modifications will be accepted. All bids and bid modifications in the possession of the Bid Officer and his assistants at the time the announcement is completed are deemed to be timely, whether or not the bid envelope has been physically date/time stamped or otherwise marked by the time the Bid Officer makes the deadline announcement.

(e) In the event the bid receipt occurs during a period of suspended state business operations, the

receipt and opening will be delayed one business day.

8. OPENING OF BIDS:

(a) Bids will be opened at the time and place stated in the Invitation for Bids or as modified by subsequent Addenda, and their contents publicly announced. The Bid Officer shall decide when the specified time for bid opening has arrived. No responsibility will be attached to any officer or agent for the premature opening of a bid not properly addressed and identified. Bid opening shall be no sooner than 24 hours after the time set for receipt of bids.

(b) The provisions of § 2.2-4342 of the Code of Virginia, as amended, shall be applicable to the inspections of bids received.

(c) In the event the bid opening occurs during a period of suspended state business operations, the

opening will be delayed until the next business day.

9. ERRORS IN BIDS: A bidder may withdraw his bid from consideration if the price bid was substantially lower than the other bids due solely to a mistake therein, provided the bid was submitted in good faith, and the mistake was a clerical mistake as opposed to a judgment mistake, and was actually due to an unintentional arithmetic error or an unintentional omission of a quantity of work, labor or material made directly in the compilation of a bid, which unintentional arithmetic error or unintentional omission can be clearly shown by objective evidence drawn from inspection of original work papers, documents and materials used in the preparation of the bid sought to be withdrawn.

In accordance with § 2.2-4330.B.(ii) of the Code of Virginia, the bidder must submit to the Owner his original work papers, documents and materials used in the preparation of the bid within one day after the date fixed for submission of bids. Such work papers must be submitted in an envelope or package separate and apart from the envelope containing the bid and marked clearly as to the

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contents and shall be delivered to the Owner by the bidder in person or by registered mail prior to the time fixed for the opening of bids and may not be withdrawn until after the two-hour period (referred to later) has elapsed. The bids shall be opened at the time designated in the IFB, as amended by addendum. Bid opening is usually one day following the time fixed by the Owner for the submission of bids, but no sooner. Once the bids have been opened, the bidder shall have two (2) hours after the opening of bids within which to claim in writing any mistake as defined herein and withdraw his bid. The Contract shall not be awarded by the Owner until such two-hour period has elapsed. Such mistake shall be proved only from the original work papers, documents and materials delivered to the Owner prior to bid opening. This procedure (ii) shall not apply to when the entire bid is required to be submitted on a unit price basis.

Failure of a bidder to submit his original work papers, documents and materials used in the preparation of his bid on or before the time, date and place required shall constitute a waiver by that bidder of his right to withdraw his bid due to a mistake.

No bid may be withdrawn under this section when the result would be the awarding of the Contract on another bid of the same bidder or of another bidder in which the ownership of the withdrawing bidder is more than five (5%) percent.

No bidder who is permitted to withdraw a bid shall, for compensation, supply any material or labor to or perform any subcontract or other work agreement for the person or firm to whom the Contract is awarded or otherwise benefit, directly or indirectly, from the performance of the project for which the withdrawn bid was submitted. The person or firm to whom the Contract was awarded, and the withdrawing bidder are jointly liable to the Owner in an amount equal to any compensation paid to or for the benefit of the withdrawing bidder without such approval.

If a bid is withdrawn under authority of this section, the lowest remaining bid shall be deemed to be the low bidder on the project.

10. REJECTION OF BIDS: The Owner reserves the right to cancel the Invitation for Bids, to reject

any and all bids at its sole discretion when such rejection is in the interest of the Owner, or to reject the bid of any bidder who is determined to be not responsive or not responsible. See § 2.2-4319, Code of Virginia, as amended.

11. DETERMINATION OF RESPONSIBILITY

Each bidder shall be prepared, if so requested by the Owner, to present evidence of his experience, qualifications and financial ability to carry out the terms of the Contract.

Prior to award of the Contract, an evaluation will be made to determine if the low bidder has the capability, in all respects, to perform fully the contract requirements and the moral and business integrity and reliability which will assure good faith performance, and who has been prequalified, if required. Factors to be evaluated include, but are not limited to:

(a) sufficient financial ability to perform the contract as evidenced by the bidder's ability to

obtain payment and performance bonds from an acceptable surety; (b) appropriate experience to perform the Work described in the bid documents; (c) any judgments entered against the bidder, or any officers, directors, partners or owners for

breach of a contract for construction; (d) any substantial noncompliance with the terms and conditions of prior construction contracts

with a public body without good cause where the substantial noncompliance is documented; or

(e) a conviction of the bidder or any officer, director, partner, project manager, procurement manager, chief financial officer, or owner in the last five years of a crime relating to

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governmental or nongovernmental construction or contracting; (f) any current debarment of the contractor, any officer, director or owner, from bidding or

contracting by any public body of any state, any state agency, or any agency of the federal government.

The Owner reserves the right to disqualify or refuse to accept the bid of any bidder who has been convicted, or entered a plea of guilty or nolo contendere, in any federal or state court to any charge involving any unlawful, corrupt or collusive practice involving a public contract whether federal, state, or local, or who has been determined in any judicial proceeding to have violated any antitrust, bid-rigging or collusive practice statute in connection with any public contract, or against whom such formal criminal prosecution or other judicial proceeding has been initiated.

A bidder who, despite being the apparent low bidder, is determined not to be a responsible bidder shall be notified in writing in conformance with the procedures in §2.2-4359 of the Code of Virginia, as amended.

12. AWARD OF CONTRACT

(a) Basis for Contract Award: The Contract, if awarded, will be awarded to the lowest responsive

and responsible bidder, if any, provided his bid is reasonable and it is in the best interest of the Owner to accept it and subject to the Owner's right to reject any and all bids and to waive informality in the bids and in the bidding. The Bid Form contains a multi-part Base Bid and may contain Additive Bid Items. Determination of the lowest responsible bidder, if any, will be based on the Total Base Bid Amount entered on the Bid Form including any properly submitted bid modifications plus as many Additive Bid Items taken in sequence as the Owner in its discretion chooses to Award. Where the sum of the values entered in the multiple parts do not agree with the Total Base Bid amount, the Total Base Bid amount entered on the bid form, including any properly submitted bid modifications, shall take precedence.

In the event that the Total Base Bid from the lowest responsible bidder exceeds available funds, the Owner may negotiate the Total Base Bid amount with the apparent low bidder to obtain a contract price within available funds, pursuant to § 2.2-4318 of the Code of Virginia, as amended, and Section 12(c) herein.

(b) Informalities: The Owner reserves the right to waive any informality in the bids when such

waiver is in the interest of the Owner.

(c) Negotiation With Lowest Responsible Bidder: If award of a contract to the lowest responsive and responsible bidder is precluded because of limitations on available funds, under the provisions of § 2.2-4318 of the Code of Virginia (the Public Procurement Act), the Owner reserves the right to negotiate the Total Base Bid amount with the lowest responsive, responsible bidder to obtain a contract price within the available funds. This may involve changes in either the features or scope of the work include in the Base Bid. Such negotiations with the apparent low bidder may include reducing the quantity, quality, or other cost saving mechanisms involving items in the Total Base Bid. Negotiations for Additive Bid Items are excluded. The Owner shall notify the lowest responsive and responsible bidder that such a situation exists, and the Owner and bidder shall then conduct their negotiations in person, by mail, by telephone or by any means they find convenient. If an acceptable contract can be negotiated, the changes to the Invitation for Bid documents agreed upon in the negotiations shall be summarized in a "Post Bid Modification" and included in the contract. If an acceptable contract cannot be negotiated, the Owner shall terminate negotiations and reject all bids.

(d) Notice of Intent to Award or Notice of Award: The Notice of Award or the Notice of Intent

to Award will be posted at the Agency’s standard location for posting notices as shown on the

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“Notice of Invitation to Bid”. In addition the Agency may also post such notice on the Agency’s Website and/or the DGS central electronic procurement Website. Any bidder or offeror who desires to protest the award or decision to award a contract shall submit the protest in writing to the public body no later than ten days after the posting of the Notice of Award or Notice of Intent to Award, whichever comes first (§ 2.2-4360).

13. CONTRACT SECURITY: For contracts which exceed five hundred thousand dollars ($500,000),

the Standard Performance Bond (Form CO-10) and the Standard Labor and Material Payment Bond (Form CO-10.1) shall be required, as specified in the Invitation for Bids documents. For construction contracts in excess of $100,000 but less than $500,000, where bid bond requirements are waived, prospective contractors shall be prequalified in accordance with §2.2-4317. See the General Conditions and §2.2-4337 and §2.2-4338 of the Code of Virginia, as amended. The Owner reserves the right to require such bonds for contracts less than five hundred thousand dollars ($500,000). If the Owner so elects, the requirement shall be set forth in the Invitation For Bids.

14. CERTIFICATION: The bidder, by his signature on the Bid Form, certifies that neither his

organization nor any of its officers, directors, partners or owners is currently barred from bidding on contracts by any Agency of the Commonwealth of Virginia, or any public body or agency of another state, or any agency of the federal government. See the statement "Disqualification of Contractors" in the Bid Form.

15. ETHICS IN PUBLIC CONTRACTING: The provisions, requirements and prohibitions as

contained in Title 2.2, Chapter 43, Article 6, §2.2-4367 et seq., Code of Virginia, as amended, pertaining to bidders, offerers, contractors, and subcontractors are applicable to this project.

16. BUILDING PERMITS: Because this is a Project of the Commonwealth of Virginia, codes or

zoning ordinances of local political subdivisions do not apply. However, the Virginia Uniform Statewide Building Code shall apply to the Work and shall be administered by the Building Official for State-owned Buildings. The Building Permit will be obtained and paid for by the Owner. All other permits, local license fees, business fees, taxes, or similar assessments imposed by the appropriate political subdivision shall be obtained and paid for by the Contractor. See Section 25 of the General Conditions for utility connection fees and services.

17. UTILIZATION OF SMALL BUSINESSES: It is the policy of the Commonwealth of Virginia to

maximize the participation of small businesses in state contracting. The participation of these businesses directly and through partnerships, joint ventures, subcontracts and other contractual opportunities may be encouraged by stating the Owner’s requirements (if applicable) on the Bid Form. Bidders shall provide a small business procurement plan in conjunction with their sealed bid. The small business procurement plan is the bidder’s proposed percentage of participation by small businesses in the overall total base bid amount and is indicated on the Bid Form. An entry on the line for “Contractor’s Proposed Small Business Participation” is required for the bid to be considered responsive. If the bidder is a DSBSD certified small business, the proposed percentage of small business participation shall be entered as 100%. A bidder may enter a proposed percentage of small business participation of 0% and be considered responsive unless the Bid Form states the Owner’s required percentage of small business participation, in which case the bidder shall enter a percentage equal to or greater than the Owner’s required small business participation percentage in order to be considered responsive.

18. BID DOCUMENTS: Bid Documents are the property of the Owner and a deposit in an amount as stated in the Invitation for Bids is required for each paper set or for each set provided on removable electronic media as a guarantee of the safe return of the documents within ten (10) days of bid opening. This deposit will be refunded in full on not more than two paper sets or sets provided on removable electronic media to each bidder who submits a prime contract bid and who returns the documents in good condition. Refund will be made on paper sets and sets provided on removable

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electronic media to non-bidders and subcontractors in the amount of half of the deposit when the sets are returned in good condition within 10 days. A deposit is not required for downloading of electronic construction documents through an FTP site. A non-refundable shipping charge may be required for paper sets or sets provided on removable electronic media if stated in the Notice or the Invitation For Bids.

19. GENERAL CONDITIONS: The General Conditions of the Construction Contract, G. S. Form

E&B CO-7, are incorporated in the bid documents. If the General Conditions are incorporated by reference, the bidder may obtain a copy of the current edition of the General Conditions of the Construction Contract, G. S. Form E&B CO-7 at no cost by written request to the A/E and/or the Agency where the bid documents are obtained. Copies may also be obtained from the DGS Forms Center (http://forms.dgs.virginia.gov).

20. PREBID CONFERENCE: See the Invitation For Bids for requirements for a Prebid conference and whether such conference is mandatory or optional.

21. INSPECTION OF BID DOCUMENTS: Copies of the Invitation for Bids documents including

Plans and Specifications and the General Conditions of the Construction Contract, G. S. Form E&B, CO-7, current edition, will be available for inspection at the Agency, at the A/E's office, and at the locations listed in the Notice of the Invitation for Bids.

22. DRUG-FREE WORKPLACE REQUIRED: Bidders are reminded that Section 2.2-4312 of the

Code of Virginia requires that the during the performance of the contract resulting from this solicitation, the contractor agrees to (i) provide a drug-free workplace for the contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a contractor in accordance with this solicitation, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract. Paragraphs which have been added or revised since prior edition are identified with a line to the right of the paragraph.

NOTE: These CO-7A, Instructions to Bidders, have been created specifically for the use of agencies of the Commonwealth of Virginia, which may not alter their provisions without the express written approval of the Virginia Department of General Services, Division of Engineering and Buildings. These Instructions to Bidders have significant legal implications and shall not be altered or modified. Nothing in the CO-7A, Instructions to Bidders, shall be amended or deleted or its intent changed, except by an approved and properly issued ‘Supplemental Instruction to Bidders’. The Commonwealth makes no representation as to their suitability for any other purpose.

POLICY ON SMALL BUSINESSES AND BUSINESSES OWNED BY WOMEN AND MINORITIES:

It is the policy of the Commonwealth of Virginia to contribute to the establishment, preservation and strengthening of micro businesses, small businesses and businesses owned by women and minorities and to encourage their participation in state procurement activities. The Commonwealth encourages contractors to provide for the participation of micro businesses, small businesses and businesses owned by women and minorities through partnerships, joint ventures, subcontracts, or other contractual opportunities. Submission of a report of past efforts to utilize the goods and services of such businesses is required with any bid for construction services where the total contract amount may exceed $100,000. Respondent must provide information on its past utilization of micro, small, women, and minority owned disadvantaged businesses, and must also state any plans to utilize such businesses and the manner in which they may be utilized under this Contract. Electronic copies of the “Small Businesses and Businesses Owned by Women & Minorities" Data Forms are available for download at the http://forms.dgs.virginia.gov website. The Agency will fulfill the Commonwealth’s policy as follows:

1. Old Dominion University is committed to the preservation and strengthening of micro

businesses, small businesses, small businesses owned by women and minorities and to encouraging their participation in State procurement activities.

2. Plans submitted that include involvement of certified DSBSD SWAM firms will be evaluated

based on commitment to meeting the University’s targets. Those proposal responses that meet the specification requirements and include plans that most closely meet or exceed the specified targets will be deemed responsive and will be considered for any subsequent award(s).

3. The Agency also encourages Respondents to provide for participation of micro businesses,

small businesses, and businesses owned by women and minorities through partnerships, joint ventures, subcontracts, or other contractual opportunities. Submission of a report of past efforts to utilize the goods and services of such businesses and plans for involvement on any resulting contract are required. By submitting a response, Respondent certifies that all information provided in response to this solicitation is true and accurate. Failure to provide the information required by this solicitation may ultimately result in response being deemed non- responsive, and ultimately rejected.

4. While it is the Agency’s intent to enter into an exclusive agreement with one Respondent

whenever possible, all potential Respondents are encouraged to subcontract any applicable services by partnering with qualified vendors that have also been certified as micro, small, small woman-owned, or small minority-owned businesses through the Commonwealth of Virginia’s Department of Small Business and Supplier Diversity (DSBSD).

5. In order for Respondents to be given consideration for award of a contract, each Respondent shall

provide with their response (and/or no later than (10) business days after request, but prior to award, such statements (s) setting forth: a. The good faith SWAM owned business participation efforts which the Respondent has

undertaken in the past: and b. The good faith SWAM owned business participation efforts which the Respondent

intends to undertake in connection with the performance of this contract; including name of firm, contact name and phone number, total dollar amount to be subcontracted, category type (micro, small, women, or minority owned), type of product/services.

6. If in the statement submitted in the response to above sections 6.a and 6.b., the Respondent indicates that it has not undertaken any good faith SWAM business participation efforts in the past and/or does not intend to undertake any such efforts in connection with the performance of any resulting contract, the Respondent must also submit a statement setting forth the reason why it has not undertaken such efforts in the past and/or does not intend to undertake them in connection with the performance of this contract.

7. Any Respondent that can qualify for certification through DSBSD must do so prior to the award

of any contract. The qualification information shall be evidenced by that information specified in the Respondent’s completed and submitted W-9 form.

8. Respondent shall agree that when proposing subcontractors that are not certified through

DSBSD, it shall become the responsibility of the Respondent to ensure those proposed subcontractors become certified through DSBSD, when applicable. Failure on the part of the Respondent to agree to this responsibility will result in the response being deemed non- responsive and rejected. Prior to the issuance of any contract and/or purchase order, the successful Respondent shall provide support documentation to the Agency validating the efforts of the Respondent to get the proposed subcontractors certified. Should the Respondent fail to get certified through DSBSD those proposed subcontractors that qualify, Respondent may be deemed in “breach”, and the contract and/or purchase order may be cancelled.

9. Regardless of whether or not the Respondent is able to qualify for DSBSD certification,

selected Respondent shall also agree to provide reports to the Agency’s Department of Procurement Services, identifying the subcontractors used during the performance of any subsequent contract, as follows:

Note: Respondent may be deemed in “breach of contract” for failure to provide the required subcontractor data and reports as specified above, and the contract and/or purchase order may be cancelled. Additionally, the Agency may withhold payment(s) for any and all services provided and invoiced during the period, and those same services will remain unpaid until such data and reports are provided.

For the purposes of this section, the following definitions shall apply:

a. Good faith SWAM owned business participation efforts:

The sum total of efforts by a particular business to provide for equitable participation of SWAM subcontractors in the operations and contracts of such businesses.

i. For past efforts, this sum total shall be comprised of the record of minority

participation over the past two (2) years through employment, retention and promotion: subcontracting or joint ventures in the private sector; or a combination thereof.

ii. In connection with the performance of this contract, good faith efforts shall mean those measures which are proposed to allow equitable participation of SWAM subcontractors.

b. Minority Owned Business Enterprise: a business concern which is at least 51

percent owned by one or more minorities or in the case of a corporation, partnership or limited liability company or other entity, at least 51 percent of the equity ownership interest in which is owned by one or more minorities and whose management and daily business operations are controlled by one or more of such individuals.

c. Minority Individual: "Minority" means a person who is a citizen of the United States or a legal resident alien and who satisfies one or more of the following definitions:

i. Asian Americans: means all persons having origins in any of the original

peoples of the Far East, Southeast Asia, the Indian subcontinent, or the Pacific Islands, including but not limited to Japan, China, Vietnam, Samoa, Laos, Cambodia, Taiwan, Northern Marinas, the Philippines, U. S. territory of the Pacific, India, Pakistan, Bangladesh and Sri Lanka and who are regarded as such by the community of which these persons claim to be a part.

ii. African Americans: means all persons having origins in any of the original peoples of Africa and who are regarded as such by the community of which these persons claim to be a part.

iii. Hispanic Americans: means all persons having origins in any of the Spanish speaking peoples of Mexico, South or Central America, or the Caribbean Islands or other Spanish or Portuguese cultures and who are regarded as such by the community of which these persons claim to be a part.

iv. Native Americans: means all persons having origins in any of the original peoples of North America and who are regarded as such by the community of which these persons claim to be a part or who are recognized by a tribal organization.

v. Eskimos and Aleuts: means all persons having origins in any of the peoples of Northern Canada, Greenland, Alaska, and Eastern Siberia and who are regarded as such in the community of which these persons claim to be a part.

d. Micro Business Enterprise: those certified small businesses that have no more than

twenty-five (25) employees and no more than $3 million in average revenue over the three-year period prior to their certification.

e. Small Business Enterprise: an independently owned and operated business which,

together with affiliates, has 250 or fewer employees, or average annual gross receipts of $10 million or less averaged over the previous three years.

f. Woman Owned Business Enterprise: a business concern which is at least 51 percent

owned by one or more women who are U.S. citizens or legal resident aliens, or in the case of a corporation, partnership or limited liability company or other entity, at least 51 percent of the equity ownership interest in which is owned by one or more women, and whose management and daily business operations are controlled by one or more of such individuals.

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PARTICIPATION IN STATE PROCUREMENT TRANSACTIONS BY

SMALL BUSINESSES AND

BUSINESSES OWNED BY WOMEN, MINORITIES AND SERVICE-DISABLED VETERANS

The Proposer is required to provide information concerning utilization of small businesses, women-owned businesses, minority owned businesses and service-disabled veteran-owned businesses proposed for this project as well as on past projects. Failure to complete and return this form with the response to the RFP will result in the proposing firm being considered “non- responsive”.

PART I – DEFINITIONS

The definitions below are applicable to vendors doing business with the Commonwealth of Virginia. Federal definitions shall govern with respect to meeting federally funded highway construction and other federally financed programs.

DSBSD: Virginia Department of Small Business and Supplier Diversity

Micro Business: A small business certified as such by the Virginia Department of Small Business and Supplier Diversity (DSBSD). For purposes of DSBSD micro certification, the business must have no more than 25 employees and has no more than $3 million in average annual revenue over the three-year period prior to certification.

Minority-Owned Business: A business certified as such by the Virginia Department of Small Business and Supplier Diversity (DSBSD). For purposes of DSBSD certification, the Code of Virginia defines “minority” as an individual who is a citizen of the United States or a legal resident alien and who is African American, Hispanic American, Asian American or Native

Service Disabled Veteran-Owned Business: A business owned by a veteran who (I) served on active duty in the United States military ground, naval or air service, (ii) was discharged or released under conditions other than dishonorable, and (iii) has a service-connected disability rating fixed by the United States Department of Veterans Affairs.

Small Business: A business certified by the Virginia Department of Small Business and Supplier Diversity (DSBSD) as compliant with Code of Virginia, §§ 2.2-1604 and 2.2-4310. The Code of Virginia defines a “small business” as one that is at least 51% independently owned and controlled by one or more individuals who are U.S. citizens or legal resident aliens, and together with affiliates, has 250 or fewer employees or average gross receipts of $10 million or less averaged over the previous

Women-Owned Business: A business certified as such by the Virginia Department of Small Business and Supplier Diversity (DSBSD). The Code of Virginia defines this to include businesses which are at least 51 percent owned by one or more women who are U.S. citizens or legal resident aliens.

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OFFEROR / PROPOSER:

PART II DATA ON FIRM SUBMITTING PROPOSAL

Firm Name:

Contact Person:

Phone Number:

DPOR Registration # :

PROPOSAL FOR:

Agency:

Project Title:

Project Code No.:

VA Department of PARTICIPATION STATUS: Small Business and

Supplier Diversity As defined by Part I: (DSBSD) Certificate #

Is the Proposer a Micro Business?

Is the Proposer a Small Business?

Is the Proposer a Woman-Owned Business?

Is the Proposer a Minority-Owned Business?

Is the Proposer a Service-Disabled Veteran-Owned Small Business?

REMARKS / COMMENTS:

DGS-30-360 PART III

(Rev. 04/15) LISTING OF DISADVANTAGED BUSINESSES PROPOSED FOR THIS PROJECT (Complete additional pages if needed.)

OFFEROR / PROPOSER:

Firm Name: Date Form Completed: Contact Person: Phone Number:

PROPOSAL FOR PROJECT:

Agency: Project:

Project Code No.: List Offeror's plans to involve small businesses, businesses owned by women, and businesses owned by minorities in the performance of this contract either as part of a joint venture, as a partnership, as subcontractors, as consultants, or as suppliers. Offerors are encouraged to provide additional information and expand upon the following format.

Firm Type

Mic

ro B

usin

ess

Smal

l Bus

ines

s

Wom

an-O

wne

d B

usin

ess

Min

ority

-Ow

ned

Bus

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s

Serv

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Dis

able

d Ve

tera

n-O

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d B

us.

Firm Name

Firm Address

Contact Person/ Phone Number

DPOR

Registration # (if applicable)

DSBSD Certificate #

Services or Materials Provided

Estimated Contract

Amount ...

… or % of

Total Contract

DGS-30-360 PART IV

(Rev. 04/15) LISTING OF PAST UTILIZATION OF DISADVANTAGED BUSINESSES BY PROPOSER (Complete additional pages if needed)

OFFEROR / PROPOSER:

Firm Name: Date Form Completed: Contact Person: Is this the final report? Phone Number:

SMALL BUSINESS UTILIZATION REPORT FOR PAST PROJECT:

Agency: Proposed small business participation: % Project: Actual small business participation: %

Project Code No.: (Include ONLY small and micro business participation) List small businesses, businesses owned by women, and businesses owned by minorities with which the offeror has contracted or done business with on the project noted above. Also list the dollar amount spent with each of these businesses. Offerors are encouraged to provide additional information and expand upon the following format.

Firm Type

Mic

ro B

usin

ess

Smal

l Bus

ines

s

Wom

an-O

wne

d B

usin

ess

Min

ority

-Ow

ned

Bus

ines

s

Serv

ice-

Dis

able

d Ve

tera

n-O

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d B

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Firm Name

Firm Address

Contact Person/ Phone Number

DPOR

Registration # (if applicable)

DSBSD Certificate #

Services or Materials Provided

Contract Amount

% Of Total Contract

DGS-30-384 (Rev. 04/15)

Vendor eVA Registration Requirements

eVA Vendor Registration: The eVA Internet electronic procurement solution (http://eVA.virginia.gov) streamlines and automates government purchasing activities for the Commonwealth. The eVA portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide construction and/or professional services to the Commonwealth shall participate in the eVA electronic procurement solution. All bidders or offerors must register in eVA; failure to register will result in their bid/proposal being rejected. There are no fees to register, however, transaction fees apply as follows:

The Vendor Transaction Fee shall be: (i) DSBSD-certified Small Businesses: 1%, capped at $500 per order. (ii) Businesses that are not DSBSD-certified Small Businesses: 1%, capped at

$1,500 per order.

eVA Contracts and Orders: The solicitation/contract will result in one purchase order with the eVA transaction fee specified below assessed for each order.

The Vendor Transaction Fee shall be: (i) DSBSD-certified Small Businesses: 1%, capped at $500 per order. (ii) Businesses that are not DSBSD-certified Small Businesses: 1%, capped at

$1,500 per order.

The eVA transaction fee will be assessed approximately 30 days after purchase order is issued. Any adjustments (increases/decreases) will be handled through eVA change orders.

The eVA transaction fees listed above are per the eVA Fee Schedule, revised 7/1/2014. Please refer to the eVA website for subsequent fee revisions.

DSBSD is the Virginia Department of Small Business and Supplier Diversity, a new department which went into effect 1/1/2014. The operations of the former Department of Minority Business Enterprise (DMBE) are currently being transitioned into DSBSD. Until such time as the transition is complete, consider “DSBSD- certified” and “DMBE-certified” to be equivalent terms.

DGS-30-272 (Rev. 04/15)

PREBID QUESTION FORM (Use separate Form for each question submitted.)

Date:

Project Title: Starbucks at Chartway Arena Renovation

Project Code No.: 221-B0221-006 IFB#: 20-ODU-30-HRS

The following question concerns Drawing Sheet (number) :

The following question concerns Specifications Section (number) , page , paragraph :

All responses to questions will be made by Addendum.

Question submitted by: Name/Organization Phone

Bidders shall email form to: Individuals and associated email addresses as specified in the Notice of Invitation for Bids, Page 1, Paragraph III.

All questions shall be submitted in writing no later than 2:00 pm on June 19 , 2020 to allow answers to be issued prior to the receipt of bids.

DGS-30-220 (Rev. 04/15)

Standard Bid Form Format

BID FORM

DATE:

PROJECT: Starbucks at Chartway Arena Renovation

Project Code: 221-B0221-006

IFB # 20-ODU-30-HRS

To: Commonwealth of Virginia Old Dominion University Department of Procurement Service Facilities Management Building 4401 Powhatan Avenue, Suite 111 Norfolk, VA. 23529

In compliance with and subject to your Invitation for Bids and the documents therein specified, all of which are incorporated herein by reference, the undersigned bidder proposes to furnish all labor, equipment, and materials and perform all work necessary for construction of this project, in accordance with the Plans and Specifications dated June 5, 2020 and any Addenda noted below, as prepared by Moseley Architects, 780 Lynnhaven Parkway, Suite 200, Virginia Beach, Virginia 23452, for the consideration of the following amount:

BASE BID (including the following parts but excluding work in Additive Bid Items): PART A: Lump sum price for all services and work to be performed for Starbucks at Chartway Arena Renovation in complete accordance with the project Drawings, Plans and Specifications, exclusive of below Parts B and C.

PART A = Dollars ($ )

PART B: Building Automation System (See Drawings): Lump sum price as submitted by Siemens for the Building Automation System Work. Contractor shall be responsible for the Work of Siemens as if Siemens were selected by the Contractor as a subcontractor.

PART B = Four Thousand and One Dollars ($ 4,001.00 )

PART C: Fire Alarm System (Project Manual Specification 283111): Lump sum price as submitted by Johnson Controls for the Fire Alarm System Work. Contractor shall be responsible for the Work of Johnson Controls as if Johnson Controls were selected by the Contractor as a subcontractor.

PART C = Eight Thousand Sixty-Eight and 01/100 Dollars ($8,068.01 )

TOTAL BASE BID AMOUNT (Sum of PARTS A, B and C) IS:

Dollars ($ )

Standard Bid Form Format Page 1 of 4

Contract award will be based on the TOTAL BASE BID AMOUNT shown above (including any properly submitted bid modifications) plus as many Additive Bid Items taken in sequence as the Owner in its discretion decides to award.

The undersigned understands that time is of the essence and agrees that the date for Substantial Completion of the entire project shall be on or before September 20, 2020 based on a Notice authorizing Work to proceed on or before INSERT DATE, and Final Completion shall be achieved within 30 consecutive calendar days after the date of Substantial Completion as determined by the OWNER and A/E, unless otherwise modified in writing.

Acknowledgment is made of:

1. Receipt of the following Addenda: 2. Participating on Pre-Bidder’s Conference: YES or NO 3. Attending on-campus project site walk-through: YES or NO

The bidder has relied upon the following public historical climatological records: NOAA for Norfolk, VA. If notice of acceptance of this bid is given to the undersigned within 30 days after the date of opening of bids, or any time thereafter before this bid is withdrawn, the undersigned will execute and deliver a contract in the prescribed form (Commonwealth of Virginia Contract Between Owner and Contractor, Form CO-9) within 10 days after the contract has been presented to him for signature. The required payment and performance bonds, on the forms prescribed, shall be delivered to the Owner along with the signed Contract.

Immigration Reform and Control Act of 1986: The undersigned certifies that it does not and shall not during the performance of the Contract for this project violate the provisions of the Federal Immigration Reform and Control Act of 1986, which prohibits employment of illegal aliens, or knowingly employ an unauthorized alien as defined in the Federal Immigration Reform and Control Act of 1986.

DISQUALIFICATION OF CONTRACTORS: By signing this bid or proposal, the undersigned certifies that this Bidder or any officer, director, partner or owner is not currently barred from bidding on contracts by any Agency of the Commonwealth of Virginia, or any public body or agency of another state, or any agency of the federal government, nor is this Bidder a subsidiary or affiliate of any firm/corporation that is currently barred from bidding on contracts by any of the same. We have attached an explanation of any previous disbarment(s) and copies of notice(s) of reinstatement(s).

Standard Bid Form Format Page 2 of 4

Either the undersigned or one of the following individuals, if any, is authorized to modify this bid prior to the deadline for receipt of bids by writing the modification and signing his name on the face of the bid, on the envelope in which it is enclosed, on a separate document, or on a document which is telefaxed to the Owner:

I certify that the firm name given below is the true and complete name of the bidder and that the bidder is legally qualified and licensed by the Virginia Department of Professional and Occupational Regulation, Board for Contractors, to perform all Work included in the scope of the Contract.

Virginia License No.: Bidder:

(Name of Firm)

Contractor Class: By: (Signature)

Specialty: Valid until:

FEIN/SSN: Title:

If General Partnership (List Partners' Names) Business Address:

Telephone #: FAX #: Email:

If Corporation, affix Corporate Seal & list State of Incorporation

State:

(Affix Seal)

Standard Bid Form Format Page 3 of 4

Virginia State Corporation Commission ID No.: ; or

If Contractor is a foreign business entity not required to be authorized to transact business in the Commonwealth under Titles 13.1 or 50 of the Code of Virginia, or as otherwise required by law, please provide an explanation as to why such entity is not required to be so authorized:

.

Contractor’s Proposed Small Business Participation: % (required)

Standard Bid Form Format Page 4 of 4

SIEMENS ATTACHMENT AIndustry, Inc.

Reference # 37-20 May 29, 2020

Unrestricted - 1 of 2 -

5301 Robin Hood Rd. Suite 118 Tel: (757) 490-6026 Norfolk, VA 23513 Fax: (757) 490-0610

Old Dominion University Norfolk, VA ODU Starbucks at Chartway Arena

Siemens Industry is pleased to provide this proposal to: Provide and install controls as a direct extension of the existing Siemens Apogee BAS installed at Old Dominion University per the project reference plans dated April 17, 2020. Our proposal is provided in accordance with the Siemens – ODU Pricing Agreement – Contract #19-ODU-17-CCC.

Clarifications: Control wiring in EMT conduit in mechanical spaces, plenum rated cable in concealed

accessible locations Space temperature sensors to be updated to QAA series

Providing and Installing: 1. Demo and relocation of AC-11 and VAV-11 as noted2. Exhaust Fan controls (quantity 1)

2.1. Start/stop and status3. Update to System Graphics

Providing: 1. Submittals for review and approval2. Asbuilts upon project completion3. All point checkout, programming, and startup4. Commissioning, checkout and verification of project sequence of operations

Provided by Others: 1. Testing and balancing

General Conditions: Work to be performed during normal business hours (Monday – Friday 7:30 AM – 4:30 PM)

Excluded: 1. Permits and inspections2. Payment or Performance Bond3. Cutting, Patching and Painting4. Over time labor5. Starters, disconnects and variable frequency drives provided and installed by others

SIEMENS Proposal Industry, Inc. Reference # 37-20 May 29, 2020

Unrestricted - 2 of 2 -

5301 Robin Hood Rd. Suite 118 Tel: (757) 490-6026 Norfolk, VA 23513 Fax: (757) 490-0610

Pricing: Contractor Purchase / Bid Form: Purchased By: Contractor Assignment/Bid Form Pricing: $4,001.00* *Includes: Material, Freight, and Labor at Contract Rates, Use Tax, Outside purchase markup, and Warranty amounts as outlined in 19-ODU-17-CCC As a result of the global Covid-19 Virus outbreak, temporary delays in delivery, labor or services from Siemens and its sub-suppliers or subcontractors may occur. Among other factors, Siemens’ delivery is subject to the correct and punctual supply from sub-suppliers or subcontractors, and Siemens reserves the right to make partial deliveries or modify its labor or services. While Siemens shall make every commercially reasonable effort to meet the delivery or service or completion date mentioned above, such date is subject to change. Our pricing is valid for thirty days from the date of our proposal. Sincerely,

Approved and Accepted By: / Date:

John Tipton Service and Solutions Sales _____________________________________

3750 Progress RdNORFOLK, VA 23502-0000(757) 853 6611FAX: (757) 853 6704

Johnson Controls Quotation - ATTACHMENT BTO:

Project: ODU Chartway Arena StarbucksCustomer Reference:Johnson Controls Reference: 618944301Date: 06/03/2020Page 1 of 8

Johnson Controls is pleased to offer for your consideration this quotation for the above project.

QUANTITY MODEL NUMBER DESCRIPTION

New SystemNew Material List

1 4009-9201 NAC EXTENDER 120VAC, IDNET4 4081-9008 EOL, 10K 1/2W2 2081-9274 BATTERY 10AH1 DK-120HW Fire - AC Power Surge Protecto1 4098-9714 PHOTO SENSOR1 4098-9792 SENSOR BASE1 4906-9154 SPKR/STROBE MC WHITE CEILING4 4906-9151 SPKR/STROBE MC RED2 4906-9101 STROBE MC RED1 4099-9004 STATION-LED, SA ADDR

PRO AND TECH SERVICESProfessional Services - PRO AND TECH SERVICES

7 DSGN LAB DESIGN LABOR10 CAD LAB CAD LABOR4 PM LAB PROJECT/CONSTRUCTION MGMT2 PREP LAB PRE-SITE PREPARATION LABOR

Technical Services - PRO AND TECH SERVICES30 TECH LAB TECHNICAL SERVICE

Total net selling price, FOB shipping point, $8,068.01

Comments

PAYMENT TERMS: Payments shall be due and payable thirty (30) days from date of invoice.Notice: Due to increasing credit card processing costs, we have instituted a card processing fee of 2.6%for U.S credit card transactions, where applicable. This fee is not greater than our cost of acceptance. Thischarge will be separately itemized and displayed for your confirmation to complete payment if it applies toyour transaction. To pay invoice go to. <http://www.tycosimplexgrinnell.com/preferred-payment-methods>

THIS QUOTATION AND ANY RESULTING CONTRACT SHALL BE SUBJECT TO THE GENERAL TERMS AND CONDITIONS ATTACHED HERETO.Fire, Security, Communications, Sales & Service

Offices & Representatives in Principal Cities throughout North America© 2020 Johnson Controls. ALL RIGHTS RESERVED.

Project: ODU Chartway Arena StarbucksCustomer Reference:Johnson Controls Reference: 618944301Date: 06/03/2020Page 2 of 8

Johnson Controls Quotation

Comments (continued)

Delays, Costs and Extensions of Time.JCI's time for performance of the Work shall be extended for such reasonabletime as JCI is delayed due to causes reasonably beyond JCI's control, whethersuch causes are foreseeable or unforeseeable, including pandemics such ascoronavirus (provisionally named SARS-CoV-2, with its disease being namedCOVID-19) including, without limitation, labor, parts or equipment shortages.To the extent JCI or its subcontractors expend additional time or costs relatedto conditions or events set forth in this provision, including without limitation,expedited shipping, hazard pay associated with site conditions, additionalPPE requirements, additional time associated with complying with socialdistancing or hygiene requirements, or additional access restrictions, theContract Sum shall be equitably adjusted.

Scope of Work: This quote includes engineering for submittal books (THE DRAWINGS

AND SUBMITTALS WILL BE SENT TO THE CUSTOMER IN PDF ONLY, NO HARD

COPYS) (permit not included), technical labor for programming and testing. Owner or

owner's General/Electrical Contractor to provide the fire alarm permit all of the

demo/relocation of existing devices related to this project. Owner or owner's

General/Electrical Contractor to provide the raceways, wiring and final connections to the

new/relocated peripherals. Add to the existing Simplex 4100U fire alarm control panel per

drawing E2.3 dated 4/17/2020.

Please Note: Johnson Controls Fire Protection is not responsible for any pre-existing

troubles, malfunctions, or deterioration of the existing field devices or associated cabling of

these devices or zones. Johnson Controls Fire Protection is not responsible for existing

shorts/grounds or opens in the original wiring or field devices. Any labor and materials

related to repairing fire alarm equipment or devices outside the scope of this project, other

than the associated new equipment listed in this proposal, will be treated as a change order

or will be invoiced on a time and material basis.

NOTE: THIS QUOTATION DOES NOT INCLUDE THE FOLLOWING: NO HARD COPYS

OF DRAWINGS/SUBMITTALS, Troubleshooting, PE Stamped Drawings and Fire Alarm

Permit.

NOTE: The estimated cost for the sales tax is $157.71 and this needs to be added to

the quote.

Fire, Security, Communications, Sales & ServiceOffices & Representatives in Principal Cities throughout North America

© 2020 Johnson Controls. ALL RIGHTS RESERVED.

Project: ODU Chartway Arena StarbucksCustomer Reference:Johnson Controls Reference: 618944301Date: 06/03/2020Page 3 of 8

Johnson Controls Quotation

Comments (continued)

NOTE: Johnson Controls Fire Protection NEEDS 4 TO 6 WEEKS LEAD TIME FOR THEENGINEERING/SUBMITTAL PROCESS

NOTE: NFPA 72- 14.4.1.2.1.1 When an initiating device, notification appliance, or controlrelay is added, it shall be functionally tested.14.4.1.2.1.2 When an initiating device, notification appliance, or control relay is deleted,another device, appliance, or control relay on the circuit shall be operated.14.4.1.2.1.4 When changes are made to site-specific software the following shall apply:(1) All functions known to be affected by the change, or identified by a means that indicateschanges, shall be 100 per-cent tested.(2) In addition, 10 percent of initiating devices that are not directly affected by the change,up to a maximum of 50 devices, also shall be tested and correct system operation shall beverified.(3) A revised record of completion in accordance with 10.18.2.1 shall be prepared to reflectthese changes.

NOTE: THIS QUOTE IS BASED ON CAD/DRAWING PROVIDED TO SIMPLEXGRINNELL.ALSO FIRE PANEL MUST BE CLEAR OF ALL TROUBLES AND ALARMS BEFOREWORK BEGINS.

To allow sufficient time for processing of shipments, all equipment releases shall be submitted prior to the15th of the month. Shipment releases received after the 15th may incur shipment delays

Tax and shipping if applicable is not included in this quote.

We will provide system testing and checkout as applicable in accordance with our TIS policy.

This technical Installer Support Policy and General Terms and Conditions of Sale apply to thisSimplexGrinnell LP Quotation.

Access to the ceiling is to be provided by the owner. Simplex Grinnell is not responsible for any drywall,patching, painting, framing, etc. at either location.

The panel must be free and clear of all alarms or troubles by the customer. This proposal does not includefixing / repairing any existing trouble or alarms on the system.

All Work Performed During Normal Working Hours Monday - Friday 7:00am -3:30pm.

TECHNICAL INSTALLER SUPPORT POLICY (TIS)

TIS is designed to make the expertise of a SimplexGrinnell technician available at key, scheduled timesduring the project. This service is available during normal SimplexGrinnell working hours, if scheduled fiveworking days in advance.

TIS includes the following activities by a factory trained technical, when determined by SimplexGrinnell to

Fire, Security, Communications, Sales & ServiceOffices & Representatives in Principal Cities throughout North America

© 2020 Johnson Controls. ALL RIGHTS RESERVED.

Project: ODU Chartway Arena StarbucksCustomer Reference:Johnson Controls Reference: 618944301Date: 06/03/2020Page 4 of 8

Johnson Controls Quotation

Comments (continued)

be appropriate.

--Preconstruction review of submittals and drawings with the installer.

--Technical advice during initial start up of control panels (including transponders) beforeinstaller wiring is connected.

--Review of panel wiring, and preparation of a list of any items to be corrected by theinstaller.

--Initial programming of control equipment.

--Program editing to correct minor errors and omissions.

--Assistance with one complete, functional test of the system.

--One training session for the owner's representative.Additional installation support may be purchased from SimplexGrinnell.

TIS contributes significantly to the installation of SimplexGrinnell equipment but does not alleviate theinstaller's responsibility to:

1. Provide skilled labor and supervision to complete the project.

2. Review and understand Simplex instructions for installing and testing SimplexGrinnellequipment.

Potential problems can be avoided by adhering to the following:

· Do not initially start up the system, except in the presence of a SimplexGrinnell technical representative.SimplexGrinnell assumes no liability for damaged equipment, and warranty may be voided if this procedureis not followed.

· Do not install smoke detectors (unless protected by plastic bags) until final construction cleanup has occurred. This prevents damage caused by dust, dirt, and paint. Detectors installed prior to cleanup may require disassembly, cleaning, or replacement which is not covered by warranty.

· Care must be taken to protect equipment during the installation and warranty period. Failures due toexternal causes (lighting surges, construction dust, water damage, etc.) will be repaired by SimplexGrinnellonly upon receipt of a valid written Purchase Order.

· TIS includes one complete system test, which is coordinated by the installer. To avoid additionalcharges, the installer should schedule this test so that all appropriate parties are present.

We will provide system testing and check-out as applicable in accordance with our TIS policy.

To begin the processing of this order please FAX us a copy of your Purchase Order. Note: Please includecompliance with our quotation Reference Number 618944301, the quoted and accepted price includingapplicable sales tax, and your signature on the Purchase Order. Please mail an original.Our FAX Number is: (757) 853-6704

Fire, Security, Communications, Sales & ServiceOffices & Representatives in Principal Cities throughout North America

© 2020 Johnson Controls. ALL RIGHTS RESERVED.

Project: ODU Chartway Arena StarbucksCustomer Reference:Johnson Controls Reference: 618944301Date: 06/03/2020Page 5 of 8

Johnson Controls Quotation

Comments (continued)

An email order can be sent to: Gregory.Wiggins@jci.com.

Please do not hesitate to contact me at...................................................................

Office Phone (757) 853-6611Cell (757) 544-6309Office FAX (757) 853-6704Email Gregory.Wiggins@jci.com

........................................................ If you have any questions concerning this proposal.

Respectfully,

Greg Wiggins

Fire, Security, Communications, Sales & ServiceOffices & Representatives in Principal Cities throughout North America

© 2020 Johnson Controls. ALL RIGHTS RESERVED.

Project: ODU Chartway Arena StarbucksCustomer Reference:Johnson Controls Reference: 618944301Date: 06/03/2020Page 6 of 8

1

TERMS AND CONDITIONS (Rev. 4/20)1. Payment. Amounts are due upon receipt of the invoice andshall be paid by Company within 30 days. Invoicing disputesmust be identified in writing within 21 days of the invoice date.Payments of any disputed amounts are due and payable uponresolution. All other amounts remain due within 30 days. Workperformed on a time and material basis shall be at Company’sthen-prevailing rate for material, labor, and related items, ineffect at the time supplied under this Agreement. Companyshall invoice Customer for progress payments to 100% percentbased upon equipment delivered or stored, and servicesperformed. In the event project duration exceeds one month,Company reserves the right to submit partial invoices forprogress payments for work completed at the project site.Customer agrees to pay any progress invoices in accordancewith the payment terms set forth herein. In exchange for close-out documents to be provided by Company, Customer agreesto pay Company the remaining project balance when on-sitelabor is completed and prior to any final inspections. Customerswithout established satisfactory credit and Customers who failto pay amounts when due may be required to make paymentsof cash in advance, upon delivery or as otherwise specified byCompany. Company reserves the right to revoke or modifyCustomer’s credit in its sole discretion. Customer’s failure tomake payment when due is a material breach of this Agreementand will give Company, without prejudice to any other right orremedy, the right to (a) stop performing any Services and/orwithhold further deliveries of Equipment and other materials;terminate or suspend any unpaid software licenses; and/orterminate this Agreement; and (b) charge Customer interest onthe amounts unpaid at a rate equal to the lesser of 1.5% permonth or the maximum rate permitted under applicable law,until payment is made in full. Customer agrees to pay all ofCompany’s reasonable collection costs, including legal feesand expenses.2. Deposit. Customer agrees to pay a deposit equal to 30% ofthe project sell price (pre-tax) prior to Company providing anylabor or materials on the project. Company will generate aninvoice for the 30% deposit within three business days afterCompany’s receipt of a written agreement or order fromCustomer. Company will not commence work until receipt ofthe deposit3. Pricing. The pricing set forth in this Agreement is based onthe number of devices to be installed and services to beperformed as set forth in the Scope of Work (“Equipment” and“Services”). If the actual number of devices installed or servicesto be performed is greater than that set forth in the Scope ofWork, the price will be increased accordingly. If this Agreementextends beyond one year, Company may increase prices uponnotice to the Customer. Customer agrees to pay all taxes,permits, and other charges, including but not limited to state andlocal sales and excise taxes, however designated, levied orbased on the service charges pursuant to this Agreement.Prices in any quotation or proposal from Company are subjectto change upon notice sent to Customer at any time before thequotation or proposal has been accepted. Prices for productscovered may be adjusted by Company, upon notice toCustomer at any time prior to shipment, to reflect any increasein Company’s cost of raw materials (e.g., steel, aluminum)incurred by Company after issuance of Company’s applicableproposal or quotation. Pricing for Equipment and materialcovered by this Agreement does not include any amounts forchanges in taxes, tariffs, duties or other similar chargesimposed and/or enacted by a government. At any time prior toshipment, Company shall be entitled to an increase in time andmoney for any costs that it incurs directly or indirectly that ariseout of or relate to changes in taxes, tariffs, duties or similarcharges due to such changes.4. Alarm Monitoring Services. Any reference to alarmmonitoring services in this Agreement is included for pricingpurposes only. Alarm monitoring services are performedpursuant to the terms and conditions of Company’s standardalarm monitoring services agreement.5. Code Compliance. Company does not undertake anobligation to inspect for compliance with laws or regulationsunless specifically stated in the Scope of Work. Customeracknowledges that the Authority Having Jurisdiction (e.g. Fire

Marshal) may establish additional requirements for compliancewith local codes. Any additional services or equipment requiredwill be provided at an additional cost to Customer.6. Limitation of Liability; Limitations of Remedy. It isunderstood and agreed by the Customer that Company isnot an insurer and that insurance coverage shall beobtained by the Customer and that amounts payable tocompany hereunder are based upon the value of theservices and the scope of liability set forth in thisAgreement and are unrelated to the value of theCustomer’s property and the property of others located onthe premises. Customer agrees to look exclusively to theCustomer’s insurer to recover for injuries or damage in theevent of any loss or injury and that Customer releases andwaives all right of recovery against Company arising byway of subrogation. Company makes no guaranty orWarranty, including any implied warranty ofmerchantability or fitness for a particular purpose thatequipment or services supplied by Company will detect oravert occurrences or the consequences therefrom that theequipment or service was designed to detect or avert. It isimpractical and extremely difficult to fix the actualdamages, if any, which may proximately result from failureon the part of Company to perform any of its obligationsunder this Agreement. Accordingly, Customer agrees that,Company shall be exempt from liability for any loss,damage or injury arising directly or indirectly fromoccurrences, or the consequences therefrom, which theequipment or service was designed to detect or avert.Should Company be found liable for any loss, damage orinjury arising from a failure of the equipment or service inany respect, Company’s liability shall be limited to anamount equal to the Agreement price (as increased by theprice for any additional work) or where the time andmaterial payment term is selected, Customer’s time andmaterial payments to Company. Where this Agreementcovers multiple sites, liability shall be limited to the amountof the payments allocable to the site where the incidentoccurred. Such sum shall be complete and exclusive. Inno event shall Company be liable for any damage, loss,injury, or any other claim arising from any servicing,alterations, modifications, changes, or movements of theCovered System(s) or any of its component parts byCustomer or any third party. To the maximum extentpermitted by law, in no event shall Company and itsaffiliates and their respective personnel, suppliers andvendors be liable to Customer or any third party under anycause of action or theory of liability, even if advised of thepossibility of such damages, for any (a) special, incidental,consequential, punitive or indirect damages of any kind;(b) loss of profits, revenues, data, customer opportunities,business, anticipated savings or goodwill; (c) businessinterruption; or (d) data loss or other losses arising fromviruses, ransomware, cyber-attacks or failures orinterruptions to network systems. The limitations ofliability set forth in this Agreement shall inure to the benefitof all parents, subsidiaries and affiliates of Company,whether direct or indirect, Company’s employees, agents,officers and directors.7. Reciprocal Waiver of Claims (SAFETY Act). Certain ofCompany’s systems and services have received Certificationand/or Designation as Qualified Anti-Terrorism Technologies(“QATT”) under the Support Anti-terrorism by FosteringEffective Technologies Act of 2002, 6 U.S.C. §§ 441-444 (the“SAFETY Act”). As required under 6 C.F.R. 25.5 (e), to themaximum extent permitted by law, Company and Customerhereby agree to waive their right to make any claims against theother for any losses, including business interruption losses,sustained by either party or their respective employees,resulting from an activity resulting from an “Act of Terrorism” asdefined in 6 C.F.R. 25.2, when QATT have been deployed indefense against, response to, or recovery from such Act ofTerrorism.8. General Provisions. Customer has selected the servicelevel desired after considering and balancing various levels ofprotection afforded, and their related costs. All work to be

performed by Company will be performed during normalworking hours of normal working days (8:00 a.m. – 5:00 p.m.,Monday through Friday, excluding Company holidays), asdefined by Company, unless additional times are specificallydescribed in this Agreement. Company will perform the servicesdescribed in the Scope of Work section (“Services”) for one ormore system(s) or equipment as described in the Scope ofWork section or the listed attachments (“Covered System(s)”).The Customer shall promptly notify Company of anymalfunction in the Covered System(s) which comes toCustomer’s attention. This Agreement assumes the CoveredSystem(s) are in operational and maintainable condition as ofthe Agreement date. If, upon initial inspection, Companydetermines that repairs are recommended, repair charges willbe submitted for approval prior to any work. Should such repairwork be declined Company shall be relieved from any and allliability arising therefrom. UNLESS OTHERWISE SPECIFIEDIN THIS AGREEMENT, ANY INSPECTION (AND, IFSPECIFIED, TESTING) PROVIDED UNDER THISAGREEMENT DOES NOT INCLUDE ANY MAINTENANCE,REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, ORANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES ITINCLUDE THE CORRECTION OF ANY DEFICIENCIESIDENTIFIED BY COMPANY TO CUSTOMER. COMPANYSHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILUREOCCURRING WHILE COMPANY IS IN THE PROCESS OFFOLLOWING ITS INSPECTION TECHNIQUES, WHERE THEFAILURE ALSO RESULTS FROM THE AGE OROBSOLESCENCE OF THE ITEM OR DUE TO NORMALWEAR AND TEAR. THIS AGREEMENT DOES NOT COVERSYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THATARE BELOW GRADE, BEHIND WALLS OR OTHEROBSTRUCTIONS OR EXTERIOR TO THE BUILDING,ELECTRICAL WIRING, AND PIPING.9. Customer Responsibilities. Customer shall furnish allnecessary facilities for performance of its work by Company,adequate space for storage and handling of materials, light,water, heat, heat tracing, electrical service, local telephone,watchman, and crane and elevator service and necessarypermits. Where wet pipe system is installed, Customer shallsupply and maintain sufficient heat to prevent freezing of thesystem. Customer shall promptly notify Company of anymalfunction in the Covered System(s) which comes toCustomer’s attention. This Agreement assumes any existingsystem(s) are in operational and maintainable condition as ofthe Agreement date. If, upon initial inspection, Companydetermines that repairs are recommended, repair charges willbe submitted for approval prior to any work. Should such repairwork be declined Company shall be relieved from any and allliability arising therefrom. Customer shall further:• supply required schematics and drawings unless they are to

be supplied by Company in accordance with this Agreement;• Provide a safe work environment, in the event of an

emergency or Covered System(s) failure, take reasonablesafety precautions to protect against personal injury, death,and property damage, continue such measures until theCovered System(s) are operational, and notify Company assoon as possible under the circumstances.

• Provide Company access to any system(s) to be serviced,• Comply with all laws, codes, and regulations pertaining to

the equipment and/or services provided under thisAgreement.

Customer is solely responsible for the establishment, operation,maintenance, access, security and other aspects of itscomputer network (“Network”) and shall supply Companysecure Network access for providing its services. Productsnetworked, connected to the internet, or otherwise connectedto computers or other devices must be appropriately protectedby Customer and/or end user against unauthorized access.Customer is responsible to take appropriate measures,including performing back-ups, to protect information, includingwithout limit data, software, or files (collectively “Data”) prior toreceiving the service or products.10. Excavation. In the event the Work includes excavation,Customer shall pay, as an extra to the contract price, the costof any additional work performed by Company dues to water,

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quicksand, rock or other unforeseen condition or obstructionencountered or shoring required.11. Structure and Site Conditions. While employees ofCompany will exercise reasonable care in this respect,Company shall be under not responsibility for loss or damagedue to the character, condition or use of foundations, walls, orother structures not erected by It or resulting from theexcavation in proximity thereto, or for damage resulting fromconcealed piping, wiring, fixtures, or other equipment orcondition of water pressure. All shoring or protection offoundation, walls or other structures subject to being disturbedby any excavation required hereunder shall be the responsibilityof Customer. Customer shall have all things in readiness forinstallation including, without limitation, structure to support thesprinkler system and related equipment (including tanks), othermaterials, floor or suitable working base, connections andfacilities for erection at the time the materials are delivered. Inthe event Customer fails to have all things in readiness at thetime scheduled for receipt of materials, Customer shallreimburse Company for all expenses caused by such failure.Failure to make areas available to Company duringperformance in accordance with schedules that are the basisfor Company’s proposal shall be considered a failure to havethings in readiness in accordance with the terms of thisAgreement.12. Confined Space. If access to confined space by Companyis required for the performance of Services, Services shall bescheduled and performed in accordance with Company’s then-current hourly rate.13. Hazardous Materials. Customer represents that, except tothe extent that Company has been given written notice of thefollowing hazards prior to the execution of this Agreement, tothe best of Customer’s knowledge there is no:• “permit confined space,” as defined by OSHA,• risk of infectious disease,• need for air monitoring, respiratory protection, or other

medical risk,• asbestos, asbestos-containing material, formaldehyde or

other potentially toxic or otherwise hazardous materialcontained in or on the surface of the floors, walls, ceilings,insulation or other structural components of the area of anybuilding where work is required to be performed under thisAgreement.

All of the above are hereinafter referred to as “HazardousConditions”. Company shall have the right to rely on therepresentations listed above. If hazardous conditions areencountered by Company during the course of Company’swork, the discovery of such materials shall constitute an eventbeyond Company’s control and Company shall have noobligation to further perform in the area where the hazardousconditions exist until the area has been made safe by Customeras certified in writing by an independent testing agency, andCustomer shall pay disruption expenses and re-mobilizationexpenses as determined by Company. This Agreement doesnot provide for the cost of capture, containment or disposal ofany hazardous waste materials, or hazardous materials,encountered in any of the Covered System(s) and/or duringperformance of the Services. Said materials shall at all timesremain the responsibility and property of Customer. Companyshall not be responsible for the testing, removal or disposal ofsuch hazardous materials.14. OSHA Compliance. Customer shall indemnify and holdCompany harmless from and against any and all claims,demands and/or damages arising in whole or in part from theenforcement of the Occupational Safety Health Act (and anyamendments or changes thereto) unless said claims, demandsor damages are a direct result of causes within the exclusivecontrol of Company.15. Interferences. Customer shall be responsible to coordinatethe work of other trades (including but not limited to ducting,piping, and electrical) and for and additional costs incurred byCompany arising out of interferences to Company’s workcaused by other trades.16. Modifications and Substitutions. Company reserves theright to modify materials, including substituting materials of laterdesign, providing that such modifications or substitutions will

not materially affect the performance of the Covered System(s).17. Changes, Alterations, Additions. Changes, alterationsand additions to the Scope of Work, plans, specifications orconstruction schedule shall be invalid unless approved inwriting by Company. Should changes be approved byCompany, that increase or decrease the cost of the work toCompany, the parties shall agree, in writing, to the change inprice prior to performance of any work. However, if noagreement is reached prior to the time for performance of saidwork, and Company elects to perform said work so as to avoiddelays, then Company’s estimate as to the value of said workshall be deemed accepted by Customer. In addition, Customershall pay for all extra work requested by Customer or madenecessary because of incompleteness or inaccuracy of plans orother information submitted by Customer with respect to thelocation, type of occupancy, or other details of the work to beperformed. In the event the layout of Customer’s facilities hasbeen altered, or is altered by Customer prior to the completionof the Work, Customer shall advise Company, and prices,delivery and completion dates shall be changed by Companyas may be required.18. Commodities Availability. Company shall not beresponsible for failure to provide services, deliver products, orotherwise perform work required by this Agreement due to lackof available steel products or products made from plastics orother commodities. In the event Company is unable, afterreasonable commercial efforts, to acquire and provide steelproducts, or products made from plastics or other commodities,if required to perform work required by this Agreement,Customer hereby agrees that Company may terminate theAgreement, or the relevant portion of the Agreement, at noadditional cost and without penalty. Customer agrees to payCompany in full for all work performed up to the time of any suchtermination.19. Project Claims. Any claim of failure to perform againstCompany arising hereunder shall be deemed waived unlessreceived by Company, in writing specifically setting forth thebasis for such claim, within ten (10) days after such claimsarises.20. Backcharges. No charges shall be levied againstCompany unless seventy-two (72) hours prior written notice isgiven to Company to correct any alleged deficiencies which arealleged to necessitate such charges and unless such allegeddeficiencies are solely and directly caused by Company.21. System Equipment. The purchase of equipment orperipheral devices (including but not limited to smoke detectors,passive infrared detectors, card readers, sprinkler systemcomponents, extinguishers and hoses) from Company shall besubject to the terms and conditions of this Agreement. If, inCompany’s sole judgment, any peripheral device or othersystem equipment, which is attached to the Covered System(s),whether provided by Company or a third party, interferes withthe proper operation of the Covered System(s), Customer shallremove or replace such device or equipment promptly uponnotice from Company. Failure of Customer to remove or replacethe device shall constitute a material breach of this Agreement.If Customer adds any third party device or equipment to theCovered System(s), Company shall not be responsible for anydamage to or failure of the Covered System(s) caused in wholeor in part by such device or equipment.22. Reports. Where inspection and/or test services areselected, such inspection and/or test shall be completed onCompany’s then current Report form, which shall be given toCustomer, and, where applicable, Company may submit a copythereof to the local authority having jurisdiction. The Report andrecommendations by Company are only advisory in nature andare intended to assist Customer in reducing the risk of loss toproperty by indicating obvious defects or impairments noted tothe system and equipment inspected and/or tested. They arenot intended to imply that no other defects or hazards exist orthat all aspects of the Covered System(s), equipment, andcomponents are under control at the time of inspection. Finalresponsibility for the condition and operation of the CoveredSystem(s) and equipment and components lies with Customer.23. Limited Warranty. Subject to the limitations below,Company warrants any equipment (as distinguished from the

Software) installed pursuant to this Agreement to be free fromdefects in material and workmanship under normal use for aperiod of one (1) year from the date of first beneficial us or allor any part of the Covered System(s) or 18 months afterEquipment shipments, whichever is earlier, provided however,that Company’s soles liability, and Customer’s sole remedy,under this limited warranty shall be limited to the repair orreplacement of the Equipment or any part thereof, whichCompany determines is defective, at Company’s sole optionand subject to the availability of service personnel and parts, asdetermined by Company. Company warrants expendableitems, including, but not limited to, video and print heads,television camera tubes, video monitor displays tubes, batteriesand certain other products in accordance with the applicablemanufacturer’s warranty. Company does not warrant devicesdesigned to fail in protecting the System, such as, but not limitedto, fuses and circuit breakers. Company warrants that anyCompany software described in this Agreement, as well assoftware contained in or sold as part of any Equipmentdescribed in this Agreement, will reasonably conform to itspublished specifications in effect at the time of delivery and forninety (90) days after delivery. However, Customer agrees andacknowledges that the software may have inherent defectsbecause of its complexity. Company’s sole obligation withrespect to software, and Customer’s sole remedy, shall be tomake available published modifications, designed to correctinherent defects, which become available during the warrantyperiod. If Repair Services are included in this Agreement,Company warrants that its workmanship and material forrepairs made pursuant to this Agreement will be free fromdefects for a period of ninety (90) days from the date offurnishing.EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANYDISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO ANY IMPLIEDWARRANTIES OF MERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE WITH RESPECT TO THESERVICES PERFORMED OR THE PRODUCTS, SYSTEMSOR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER.Warranty service will be performed during Company’s normalworking hours. If Customer requests warranty service at otherthan normal working hours, service will be performed atCompany’s then current rates for after ours services. All repairsor adjustments that are or may become necessary shall beperformed by and authorized representative of Company. Anyrepairs, adjustments or interconnections performed byCustomer or any third party shall void all warranties. Companymakes no and specifically disclaims all representations orwarranties that the services, products, software or third partyproduct or software will be secure from cyber threats, hackingor other similar malicious activity.24. Indemnity. Customer agrees to indemnify, hold harmlessand defend Company against any and all losses, damages,costs, including expert fees and costs, and expenses includingreasonable defense costs, arising from any and all third partyclaims for personal injury, death, property damage or economicloss, including specifically any damages resulting from theexposure of workers to Hazardous Conditions whether or notCustomer pre-notifies Company of the existence of saidhazardous conditions, arising in any way from any act oromission of Customer or Company relating in any way to thisAgreement, including but not limited to the Services under thisAgreement, whether such claims are based upon contract,warranty, tort (including but not limited to active or passivenegligence), strict liability or otherwise. Company reserves theright to select counsel to represent it in any such action.25. Insurance. Customer shall name Company, its officers,employees, agents, subcontractors, suppliers, andrepresentatives as additional insureds on Customer’s generalliability and auto liability policies.26. Termination. Any termination under the terms of thisAgreement shall be made in writing. In the event Customerterminates this Agreement prior to completion for any reasonnot arising solely from Company’s performance or failure toperform, Customer understands and agrees that Company willincur costs of administration and preparation that are difficult to

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estimate or determine. Accordingly, should Customer terminatethis Agreement as described above, Customer agrees to pay allcharges incurred for products and equipment installed andservices performed, and in addition pay an amount equal totwenty (20%) percent of the price of products and equipmentnot yet delivered and Services not yet performed, return allproducts and equipment delivered and pay a restocking fee oftwenty (20%) percent the price of products or equipmentreturned. Company may terminate this Agreement immediatelyat its sole discretion upon the occurrence of any Event ofDefault as hereinafter defined. Company may also terminatethis Agreement at its sole discretion upon notice to Customer ifCompany’s performance of its obligations under this Agreementbecomes impracticable due to obsolescence of equipment atCustomer’s premises or unavailability of parts.27. Default. An Event of Default shall be (a) failure ofCustomer to pay any amount when due and payable, (b) abuseof the System or the Equipment, (c) dissolution, termination,discontinuance, insolvency or business failure of Customer.Upon the occurrence of an Event of Default, Company maypursue one or more of the following remedies: (i) discontinuefurnishing Services and delivering Equipment, (ii)) by writtennotice to Customer declare the balance of unpaid amounts dueand to become due under this Agreement to be immediatelydue and payable; (iii) receive immediate possession of anyEquipment for which Customer has not paid; (iv) proceed at lawor equity to enforce performance by Customer or recoverdamages for breach of this Agreement, and (v) recover all costsand expenses, including without limitation reasonableattorneys’ fees, in connection with enforcing or attempting toenforce this Agreement.28. Exclusions. Unless expressly included in the Scope ofWork, this Agreement expressly excludes, without limitation,testing inspection and repair of duct detectors, beam detectors,and UV/IR equipment; provision of fire watches; clearing of iceblockage; draining of improperly pitched piping; replacement ofbatteries; recharging of chemical suppression systems;reloading of, upgrading, and maintaining computer software;system upgrades and the replacement of obsolete systems,equipment, components or parts; making repairs orreplacements necessitated by reason of negligence or misuseof components or equipment or changes to Customer’spremises, vandalism, corrosion (including but not limited tomicro-bacterially induced corrosion (“MIC”)), power failure,current fluctuation, failure due to non-Company installation,lightning, electrical storm, or other severe weather, water,accident, fire, acts of God or any other cause external to theCovered System(s). Repair Services provided pursuant to thisAgreement do not cover and specifically excludes systemupgrades and the replacement of obsolete systems, equipment,components or parts. All such services may be provided byCompany at Company’s sole discretion at an additional charge.If Emergency Services are expressly included in the scope ofwork section, the Agreement price does not include travelexpenses.29. No Option to Solicit. Customer shall not, directly orindirectly, on its own behalf or on behalf of any other person,business, corporation or entity, solicit or employ any Companyemployee, or induce any Company employee to leave his or her

employment, for a period of two years after termination of thisAgreement.30. Force Majeure; Delays. Company shall not be liable, norin breach or default of its obligations under this Agreement, fordelays, interruption, failure to render services, or any otherfailure by Company to perform an obligation under thisAgreement, where such delay, interruption or failure is caused,in whole or in part, directly or indirectly, by a Force MajeureEvent. A “Force Majeure Event” is a condition or event that isbeyond the reasonable control of Company, whetherforeseeable or unforeseeable, including, without limitation, actsof God, severe weather (including but not limited to hurricanes,tornados, severe snowstorms or severe rainstorms), wildfires,floods, earthquakes, seismic disturbances, or other naturaldisasters, acts or omissions of any governmental authority(including change of any applicable law or regulation),epidemics, pandemics, disease, viruses, quarantines, or otherpublic health risks and/or responses thereto, condemnation,strikes, lock-outs, labor disputes, an increase of 5% or more intariffs or other excise taxes for materials to be used on theproject, fires, explosions or other casualties, thefts, vandalism,civil disturbances, insurrection, mob violence, riots, war or otherarmed conflict (or the serious threat of same), acts of terrorism,electrical power outages, interruptions or degradations intelecommunications, computer, network, or electroniccommunications systems, data breach, cyber-attacks,ransomware, unavailability or shortage of parts, materials,supplies, or transportation, or any other cause or casualtybeyond the reasonable control of Company. If Company’sperformance of the work is delayed, impacted, or prevented bya Force Majeure Event or its continued effects, Company shallbe excused from performance under the Agreement. Withoutlimiting the generality of the foregoing, if Company is delayed inachieving one or more of the scheduled milestones set forth inthe Agreement due to a Force Majeure Event, Company will beentitled to extend the relevant completion date by the amountof time that Company was delayed as a result of the ForceMajeure Event, plus such additional time as may be reasonablynecessary to overcome the effect of the delay. To the extentthat the Force Majeure Event directly or indirectly increasesCompany’s cost to perform the services, Customer is obligatedto reimburse Company for such increased costs, including,without limitation, costs incurred by Company for additionallabor, inventory storage, expedited shipping fees, trailer andequipment rental fees, subcontractor fees or other costs andexpenses incurred by Company in connection with the ForceMajeure Event.31. One-Year Claims Limitation; Choice of Law. No claim orcause of action, whether known or unknown, shall be broughtagainst Company more than one year after the claim first arose.Except as provided for herein, Company’s claims must also bebrought within one year. Claims not subject to the one-yearlimitation include claims for unpaid: (a) contract amounts, (b)change order amounts (approved or requested) and (c) delaysand/or work inefficiencies. The laws of Massachusetts shallgovern the validity, enforceability, and interpretation of thisAgreement.32. Assignment. Customer may not assign this Agreementwithout Company’s prior written consent. Company may assign

this Agreement to an affiliate without obtaining Customer’sconsent.33. Entire Agreement. The parties intend this Agreement,together with any attachments or Riders (collectively the“Agreement) to be the final, complete and exclusive expressionof their Agreement and the terms and conditions thereof. ThisAgreement supersedes all prior representations,understandings or agreements between the parties, written ororal, and shall constitute the sole terms and conditions of salefor all equipment and services. No waiver, change, ormodification of any terms or conditions of this Agreement shallbe binding on Company unless made in writing and signed byan Authorized Representative of Company.34. Severability. If any provision of this Agreement is held byany court or other competent authority to be void orunenforceable in whole or in part, this Agreement will continueto be valid as to the other provisions and the remainder of theaffected provision.35. Legal Fees. Company shall be entitled to recover from thecustomer all reasonable legal fees incurred in connection withCompany enforcing the terms and conditions of this Agreement.36. Software and Digital Services. Use, implementation, anddeployment of the software and hosted software products(“Software”) offered under these terms shall be subject to, andgoverned by, Company’s standard terms for such Software andSoftware related professional services in effect from time totime at https://www.johnsoncontrols.com/techterms(collectively, the “Software Terms”). Applicable Software Termsare incorporated herein by this reference. Other than the rightto use the Software as set forth in the Software Terms,Company and its licensors reserve all right, title, and interest(including all intellectual property rights) in and to the Softwareand improvements to the Software. The Software that islicensed hereunder is licensed subject to the Software Termsand not sold. If there is a conflict between the other terms hereinand the Software Terms, the Software Terms shall takeprecedence and govern with respect to rights andresponsibilities relating to the Software, its implementation anddeployment and any improvements thereto.37. License Information (Security System Customers): ALAlabama Electronic Security Board of Licensure 7956 VaughnRoad, Pmb 392, Montgomery, Alabama 36116 (334) 264-9388:AR Regulated by: Arkansas Board of Private Investigators AndPrivate Security Agencies, #1 State Police Plaza Drive, LittleRock 72209 (501)618-8600: CA Alarm company operators arelicensed and regulated by the Bureau of Security andInvestigative Services, Department of Consumer Affairs,Sacramento, CA, 95814. Upon completion of the installation ofthe alarm system, the alarm company shall thoroughly instructthe purchaser in the proper use of the alarm system. Failure bythe licensee, without legal excuse, to substantially commencework within 20 days from the approximate date specified in theagreement when the work will begin is a violation of the AlarmCompany Act: NY Licensed by N.Y.S. Department of the State:TX Texas Commission on Private Security, 5805 N. LamarBlvd., Austin, 78752-4422, 512-424-7710.License numbersavailable at www.johnsoncontrols.com or contact your localJohnson Controls office.

IMPORTANT NOTICE TO CUSTOMERIn accepting this Proposal, Customer agrees to the terms and conditions contained herein and any attachments or riders attached hereto that contain additional terms and conditions. It isunderstood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue. Any changes in thesystem requested by the Customer after the execution of this Agreement shall be paid for by Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED TO THELIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS ON THE PRECEDING PAGES. This proposal shall be void if not accepted in writing within 30 daysfrom the date of the Proposal.

Fire Domain Sale and Installation Agreement Job Design April 10, 2020

Offered By: Accepted By: (Customer)Johnson Controls Fire Protection LPLicense#:

3750 Progress RdNORFOLK, VA 23502-0000 Company:

Telephone: (757) 853 6611 Fax: 757-853-6704 Address:

Representative: Greg Wiggins Signature:

Email: Gregory.Wiggins@jci.com Title:

P.O.#: Date:

Fire, Security, Communications, Sales & ServiceOffices & Representatives in Principal Cities throughout North America

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