Administrative Services/Procurement

Structure & Bridge

Remote Concrete Sounding

IFB #161022

Issue Date: October 1, 2026 INVITATION FOR BIDS IFB# 161022

Title: Remote Concrete Sounding

Commodity Code(s): 9137199500, 9688480496, 9121601000, 9157201000, 9904685707, 9593401000

Location Where Work Will Be Performed: Nine (9) District Locations

Issuing Agency: Commonwealth of Virginia

Virginia Department of Transportation (VDOT)

Contract Officer: Cheryl Lewis

Email: Cheryl.Lewis@vdot.virginia.gov

Phone: (804) 786-5959

NOTE TO BIDDERS

Prebid Conference: A prebid conference will not be held for this solicitation.

Solicitation Closing Date and Time: 9:00 AM EDT on October 13, 2026. Refer to Solicitation Section VIII.1 for Instructions to

Bidders.

Virtual Public Bid Opening Date and Time: 10:00 AM EDT on October 13, 2026. Refer to Solicitation Section VIII.2 for instructions on how to participate.

REMINDERS

1. Be sure to read and follow all instructions in the solicitation. Make certain bid pricing is not unbalanced.

2. Ensure all bid documents are completed and fillable attachments are uploaded with the bid submission. Bid documents and fillable attachments include, but may not be limited to:

A. VA STATE CORPORATION COMMISSION FORM

B. SMALL BUSINESS SUBCONTRACTING PLAN: A Small Business Subcontracting Plan (SBSP) is required for the bid to be considered responsive if the Bidder is not certified as a small business by the Department of

Small Business and Supplier Diversity at the time of bid closing. Submit the SBSP on the included Attachment and provide plan value as a percentage not dollar value. See instructions under I. PURPOSE and Special Term and Condition: SBSP, Evidence of Compliance and Subcontractor Reporting.

C. SUBCONTRACTOR APPROVAL REQUEST

D. NORMAL AND EMERGENCY CONTACTS

E. REFERENCES

Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, sexual orientation, gender identity, political affiliation, veteran status, status as a military family, or any other basis prohibited by state law relating to discrimination in employment. Faith-based organizations may request that the issuing agency not include subparagraph 1.f in General Terms and Condition C. Such a request shall be in writing and explain why an exception should be made in that invitation to bid or request for proposal.

Administrative Services Division

Invitation For Bids IFB # 161022

TABLE OF CONTENTS

PAGE

I. PURPOSE 3

II. QUESTIONS REGARDING THIS INVITATION FOR BID 3

III. GENERAL DEFINITIONS 3

IV. SPECIFICATIONS 3

V. PRE-BID CONFERENCE 6

VI. METHOD FOR PAYMENT 6

VII. INVOICING 7

VIII. BIDDER’S INSTRUCTIONS AND PUBLIC BID OPENING 7

IX. GENERAL TERMS AND CONDITIONS 8

X. SPECIAL TERMS AND CONDITIONS 15

ATTACHMENTS

A. VA State Corporation Commission

B. Small Business Subcontracting Plan (SBSP)

C. Subcontractor Approval Request

D. Normal and Emergency Contacts

E. References

F. Virginia Code Red Ozone Days

G. References (If Necessary)

H. Contractor License Requirements (If Necessary)

I. Name of manufacturer and Shipping Point (If Necessary)

G. IIM-LD-264

H. Girder Diagram

REFERENCED TRAININGS

1. General Term and Condition C.1.(d): Link to Referenced Sexual Harassment Training

2. General Term and Condition CC: Link to VDOTU. Log in and search for “VDOT Workplace Civility Training https://www.dhrm.virginia.gov/public-interest/contractor-sexual-harassment-training https://virtualcampus.vdot.virginia.gov/

I. PURPOSE:

The Virginia Department of Transportation (herein referred to as “VDOT”) is soliciting bids from qualified firms to provide testing and evaluation services for Remote Concrete Sounding, statewide for nine (9) Districts.

PERIOD OF CONTRACT: From date of award through a one (1) year period. (renewable)

Reminder to Bidders: This solicitation includes the requirement for the Bidder to submit a Small Business Subcontracting

Plan (SBSP) Attachment B with the electronic bid response in eVA. Bidders selecting the “I Plan To Complete All Work” box must be certified as a small/micro business by the Commonwealth of Virginia, Department of Small Business and Supplier

Diversity (DSBSD) by the due date of this solicitation to participate in the SWaM Program.

If the Bidder is not a DSBSD-certified small business, the “I Plan To Use Subcontractors” box must be selected and the

Bidder shall identify on the SBSP attachment the portions of the contract that will be subcontracted to DSBSD-certified small business for the initial contract period and any subsequent renewal periods.

II. QUESTIONS REGARDING THIS INVITATION FOR BIDS:

Any questions regarding this invitation for bid shall be addressed to Cheryl Lewis at Cheryl.Lewis@VDOT.Virginia.gov.

The issuing office shall determine whether any addendum should be issued as a result of any questions or other matters raised. Provide questions no later than 5:00 PM EDT on October 7, 2026.

III. GENERAL DEFINITIONS:

For the purpose of clarification, each firm submitting a Bid is referred to as a “Bidder” and the Bidder awarded the contract to supply the services is referred to as a “Contractor.” Virginia Department of Transportation is referred to as “Commonwealth” or “Department” or as “VDOT,” and “Representative” refers to the VDOT Contract Administrator who will be administering the contract. This Invitation for Bids states the instructions for submitting bids, the procedure and criteria by which a contract may be awarded, and the contractual terms which will exclusively govern the contract between VDOT and the Contractor.

IV. SPECIFICATIONS:

A. The Contractor shall perform work that consists of testing and evaluation for remote concrete sounding services as indicated below statewide for nine (9) districts. The Contractor shall be responsible for providing all equipment, personnel, and material necessary to access and perform the work as stated herein.

All work shall be performed following the direction given by the VDOT Contract Administrator or designee. All traffic control shall conform to the latest edition of the Manual on Uniform Traffic Control Device Standards (MUTCD) and the 2011 Virginia Work Area Protection Manual (VWAPM) or latest edition. The Contractor’s equipment shall meet

Occupational Safety & Health Administration (OSHA) and Virginia Occupational Safety & Health (VOSH) standards.

Additionally, the Contractor shall remain in compliance with all OSHA and VOSH personnel, equipment, and safety regulations.

B. All personnel conducting evaluation and testing shall be qualified to perform the work and be trained by the manufacturer on the use of the testing equipment. American Society for Nondestructive Testing (ASNT) Level II certified inspector is required to oversee all field work. The certifications for personnel shall be submitted to the

VDOT Contract Administrator prior to beginning the work.

C. Unmanned aerial systems shall meet the requirements of IIM-LD-264 Attachment G, the Code of Virginia

24VAC5-20-420, Code of Federal Regulations 14 CFR part 107 and all applicable laws and regulations.

D. VDOT will issue a Purchase Order. VDOT will provide the contractor with a work order with work details; testing locations, estimated quantities, allowable working hours if traffic control is required, etc.

E. The contractor shall begin work within 60 calendar days of receipt of the work order and information listed above in section D. The contractor shall prosecute the work without interruption until the work order is complete.

F. SPECIFICATIONS FOR CONCRETE TESTING AND EVALUATION

1. Concrete Sounding: Concrete Sounding will be a minimum of 5000 SF for each structure. Concrete sounding shall consist of sounding concrete bridge elements to determine locations of delamination 25 feet or less above the ground or waterline without hands on access to the element. The head unit/device shall be capable of striking the concrete, recording the sound, and location. The operator shall be able to hear the sounding during the operation. The intent is to provide sounding in areas where the use of scaffolding, bucket truck, lift, climbing or other conventional access methods interfere with traffic, are cost prohibitive, or are difficult to install. The element surface shall be sounded in rectilinear pattern. The unit/device shall strike the concrete a minimum of once per inch in the direction of travel. Parallel travel paths shall not be more than one foot apart.

A report in accordance with Section G shall be provided by the contractor.

2. Sounding of Concrete Girder: Sounding of concrete girder will be a minimum of 2500 LF for each mobilization. Remote concrete sounding shall consist of sounding concrete bridge elements to determine locations of delamination 25 feet or less above the ground or waterline without hands on access to the element.

The head unit/device shall be capable of striking the concrete, recording the sound, and location. The operator shall be able to hear the sounding during the operation. The unit/device shall be capable of striking the concrete, recording the sound and location. The intent is to provide sounding in areas where the use of scaffolding, bucket truck, lift, climbing or other conventional access methods interfere with traffic, are cost prohibitive, or are difficult to install. The element surface shall be sounded in rectilinear pattern. The unit/device shall strike the concrete a minimum of once per inch in the direction of travel. A minimum of one pass shall be performed on each surface greater than 9" in width, on surfaces greater than 12" wide passes required every 12". A report in accordance with Section G shall be provided by the contractor.

Sounding of concrete girders refers to standard AASHTO prestressed concrete I girders produced in past 50 years and shall be limited to girders less than five (5) foot tall and having eleven (11) separate surfaces. The girders have a similar configuration to the diagram in Attachment H.

3. High Resolution Imaging: High Resolution Imaging is an add on to Concrete Sounding or Sounding of

Concrete Girder if requested in the work order. High Resolution Imaging shall take high resolution digital images of the surface and shall be capable of displaying cracks of 0.2 mm in width or larger. The system shall be capable of taking the images at night and in any light source. A minimum of I mm GSD (Ground Sampling

Distance) shall be used.

Edges of the photographed area shall be no more than one foot from the face of the curb/parapet. The testing equipment shall be integrated and synchronized with a distance measuring instrument (DMI) system and/or a

Global Positioning System (GPS).

Multiple passes shall be used as needed to test the entire surface and obtain any overlap that may be needed based on the equipment and analysis used.

A report in accordance with Section G shall be provided by the contractor.

G. REPORTING REQUIREMENTS

1. A summary of the results of all testing, analysis, and work completed shall be presented in a written report. The written report shall be submitted to the VDOT Contract Administrator within 30 calendar days of the fieldwork being completed or as specified in the work order.

2. A detailed report shall be provided in a digital format. The report shall contain a plan view for each testing method and each bridge element. The plan view shall be to scale. Where appropriate, plan views combining multiple operations in the same view shall be provided or plan views may be provided in layers that can be turned on or off. The electronic files shall be submitted or made available to the VDOT Contract Administrator within 30 calendar days of the fieldwork being completed.

3. The report shall be provided in software accessible or operated by VDOT, at no additional cost to the Department.

Major software currently operated by VDOT includes Microsoft 360, Microsoft Edge, and Power Geopak V8i

(Microstation). The Contractor may be required to share work with various other VDOT systems including

Projectwise. Access to these systems will be provided by VDOT at no cost to the Contractor.

4. The report shall include a plan view and elevation view as appropriate of the bridge component showing areas and quantities for each of the tests performed. This plan view shall reference the lanes, joints and bents as needed, to aid in locating the areas of defect features. The plan view shall be to scale, and the scale shall be noted on the plan view to aid in location of the defect features.

5. High resolution images shall be stitched together in a manner that allows VDOT to view each surface as an entire element.

6. Each report shall contain a quantitative tabulation for each of the defect features for each component and shall show the percentage of component area that contains defect features on each surface or components as detected by the testing.

7. The report shall contain a description of the equipment, survey procedure, and results. Photographs and comments on the condition shall be included in the report and shall address all surfaces. The report shall include the names of the inspectors/operators, the date and time of testing, and ambient weather conditions.

8. The cost of preparing the reports shall be included in the price for the testing items.

H. TRAFFIC CONTROL AND STRUCTURE ACCESS

1. The Contractor shall prosecute the work so as to ensure the least possible obstruction to traffic and shall provide for the safety and convenience of the general public and residents along the roadway to protect persons and property.

2. Payment for Maintenance of Traffic beyond the scope of the included pay items will not be included in this contract and will be made using existing in-place contracts that are administered by the VDOT District where the work is located.

3. HOURS OF WORK: All lane closures shall be performed within the districts’ allowable work hours. The allowable work hours will be provided with each work order. A minimum of 8 hours will be provided per work shift unless both parties agree to fewer hours. No additional charges or overtime will be paid for work performed on this contract.

4. No work shall be allowed on any state or federal holidays, unless directed by the Contract Administrator in writing. Work activities shall only take place when weather conditions permit. Work activities shall cease when weather conditions are considered by VDOT to be hazardous for working, or for the traveling public. If an observed holiday occurs on Saturday, the preceding Friday shall be considered the holiday and if it occurs on

Sunday, the following Monday shall be considered the holiday. If an observed holiday falls on a Friday, no work shall be performed after 12:00 noon on the preceding Thursday through Sunday. If an observed holiday falls on a Monday, no work shall be performed after 12:00 noon on the preceding Friday through Monday.

5. Shoulder Closure Operations: Shoulder Closure Operations shall be performed in accordance with the 2011

Virginia Work Area Protection Manual (VWAPM) or latest edition. The work shall be performed under figures

TIC-3.2, and TTC-4.2. The bid pricing for each operation shall include two (2) Portable Changeable Message

Signs as defined below.

6. Portable Changeable Message Sign: Portable Changeable Message Signs (PCMS) shall be installed in accordance with the Virginia Work Area Protection Manual Section 6F.71. Use and locations of additional

PCMS will be determined by the department and will be in addition to the required shoulder closure operation

PCMS. The Contractor shall be able to provide up to four (4) additional PCMS simultaneously. All messages displayed on the PCMS will be provided by the department. Portable Changeable Message Signs shall be in accordance with Section 6L.05 of the Virginia Work Area Protection Manual.

7. Watercraft: Watercraft will be paid for an 8-hour day or any part thereof. The watercraft shall be capable of carrying 4 passengers and all equipment necessary to perform the work listed in section F. The watercraft shall comply with United States Coast Guard (USCG) Subchapter T.

I. MOBILIZATION REQUIREMENTS

1. Mobilization shall consist of performing preparatory operations, including moving personnel and equipment to project locations, storage and housing while performing the work order, and demobilization, removing all personnel and equipment from the project at the end of the work order. Mobilization/Demobilization will be paid once per work order at the unit price bid for each district.

2. Mobilization/Demobilization shall include but is not limited to; as many return trips as necessary due to holidays, weather conditions or other unforeseen conditions unsuitable for the prosecution of the work.

3. The Contractor shall not demobilize from a site prior to completion and acceptance of the work by VDOT.

After initial mobilization, the Contractor shall prosecute the work diligently and continuously unless specific, advanced, written approval is provided by the VDOT Contract Administrator. Weather-induced interruptions will be as required by the VDOT Contract Administrator and will be at no additional costs to the Department.

V. NO PRE-BID CONFERENCE:

A pre-bid conference will not be held for this solicitation; however, potential bidders are encouraged to present questions and obtain clarification relative to any facet of this solicitation. Reference section II QUESTIONS REGARDING THIS

INVITATION FOR BID.

VI. METHOD FOR PAYMENT:

Payment will be made (in accordance with the Virginia Prompt Payment Act) within 30 days after receipt of valid invoice and verification of satisfactory goods received and/or completion of work. Invoices shall be submitted to the address listed below for all items completed within the designated billing period.

Payment will be made via check, ACH, or EDI. Payment may also be made via P-Card for invoices within the P-Card limit if the Contractor accepts the State’s Small Purchase Charge Card. For questions about eVA please contact eVA Customer Care center at eVACustomerCare@DGS.Virginia.gov. For questions about electronic payments please contact DOA at (804) 692-

0473 or via email at: edi@doa.virginia.gov mailto:edi@doa.virginia.gov

VII. INVOICING:

Invoices shall be submitted to the address on the purchase order at completion of each work order and acceptance of work by

VDOT. Invoices shall include the contract number, purchase order number, itemized quantities, unit price, and extended costs based on the contract pricing schedule. No payment will be made for work in progress on the prescribed payment dates.

Work completed will be verified in writing by a VDOT Representative and Contractor Foreman on an agreeable format.

VIII. BIDDER’S INSTRUCTIONS AND PUBLIC BID OPENING:

1. BID SUBMISSION – INSTRUCTIONS:

All bids must be submitted electronically online via eVA using the Bidder’s established eVA Supplier Account. The entire bid response including any / all attachments and any / all addenda must be submitted electronically in eVA no later than the closing date and time stated on the electronic solicitation posting. Faxed, emailed, mailed or hand-delivered bids will not be accepted.

To learn how to submit an online bid in eVA please refer to the online supplier training page at:

https://eva.virginia.gov/supplier-training-materials.html

The link to the video “Viewing and Responding to Solicitations” can be found on the Supplier Training Materials page at:

https://www.youtube.com/watch?v=KSxcAkOekW0

It is the responsibility of the Bidder to ensure the bid and all required attachments are properly completed, readable and uploaded to eVA by the date and time deadline stated on the electronic solicitation posting. Bidders should allow sufficient time to account for any technical difficulties they may encounter during online submission or uploading of documents.

In the event of technical difficulties, suppliers should contact eVA Customer Care at 1 -866-289-7367 or via email at eVACustomerCare@DGS.Virginia.gov.

2. PUBLIC BID OPENING:

Bids will be opened at the time stated on the electronic posting and the reminders page of this solicitation, and their contents per the Virginia Public Procurement Act and Commonwealth of Virginia Vendors Manual, will be made public for the information of bidders and others interested.

A virtual public bid opening will be hosted by a VDOT representative at 10:00 AM EST on October 13, 2026.

Microsoft Teams meeting

Join: https://teams.microsoft.com/meet/23042931555431?p=6TrAEWD30J958dWuWT

Meeting ID: 230 429 315 554 31

Passcode: Xr72x56Z

Need help? | System reference

Dial in by phone

+1 434-230-0065,,345944831# United States, South Hill

Find a local number

Phone conference ID: 345 944 831#

Join on a video conferencing device

Tenant key: commonwealthofvirginia@m.webex.com

Video ID: 114 281 751 7 https://eva.virginia.gov/index.html https://eva.virginia.gov/supplier-training-materials.html https://www.youtube.com/watch?v=KSxcAkOekW0 mailto:eVACustomerCare@DGS.Virginia.gov https://teams.microsoft.com/meet/23042931555431?p=6TrAEWD30J958dWuWT https://aka.ms/JoinTeamsMeeting?omkt=en-US https://teams.microsoft.com/l/meetup-join/19%3ameeting_OTgxMzQ0MzgtOWU5ZS00N2JkLTkzZjUtZTU0Y2YwYTVkZDJl%40thread.v2/0?context=%7b%22Tid%22%3a%22620ae5a9-4ec1-4fa0-8641-5d9f386c7309%22%2c%22Oid%22%3a%22ccefe87b-f31b-4e66-b993-18dc38a93dd4%22%7d tel:+14342300065,,345944831 https://dialin.teams.cloud.microsoft/69fbdf03-a314-4206-b210-d4d007632545?id=345944831

The bid opening will begin promptly at the time indicated. At the start of the conference the VDOT Representative will conduct a roll call to identify the individuals participating on the call. Participants will be requested to provide their individual name, company name and contact information during the roll call.

If you are unable to access the teleconference at the scheduled time, please contact the Contract Officer via email and a bid reading will be provided.

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

IX. GENERAL TERMS AND CONDITIONS:

A. VENDORS MANUAL: This solicitation is subject to the provisions of the Commonwealth of Virginia Vendors Manual and any changes or revisions thereto, which are hereby incorporated into this contract in their entirety. The process for filing a complaint about this solicitation is in section 7.13 of the Vendors Manual. (Note section 7.13 does not apply to protests of awards or formal contractual claims.) The procedure for filing contractual claims is in section 7.19 of the Vendors Manual. A copy of the manual is normally available for review at the purchasing office and is accessible on the Internet at eva.virginia.gov under “I Sell To

Virginia”.

B. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions, and any litigation with respect thereto shall be brought in the circuit courts of the Commonwealth. The agency and the contractor are encouraged to resolve any issues in controversy arising from the award of the contract or any contractual dispute using Alternative Dispute Resolution (ADR) procedures (Code of Virginia, § 2.2-4366). ADR procedures are described in Chapter 9 of the Vendors Manual. The contractor shall comply with all applicable federal, state and local laws, rules and regulations.

C. ANTI-DISCRIMINATION: By submitting their bids, bidders certify to the Commonwealth that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and § 2.2-4311 of the

Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender sexual orientation, gender identity, or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1(E)).

In every contract over $10,000 the provisions in 1. and 2. below apply:

1. During the performance of this contract, the contractor agrees as follows:

a. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, veteran status, status as military family, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

b. The contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that such contractor is an equal opportunity employer.

c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

http://www.eva.virginia.gov/

d. If the contractor employs more than five employees, the contractor shall (i) provide annual training on the contractor's sexual harassment policy to all supervisors and employees providing services in the Commonwealth, except such supervisors or employees that are required to complete sexual harassment training provided by the Department of

Human Resource Management, and (ii) post the contractor's sexual harassment policy in (a) a conspicuous public place in each building located in the Commonwealth that the contractor owns or leases for business purposes and (b) the contractor's employee handbook.

e. The requirements of these provisions 1. and 2. are a material part of the contract. If the Contractor violates one of these provisions, the Commonwealth may terminate the affected part of this contract for breach, or at its option, the whole contract. Violation of one of these provisions may also result in debarment from State contracting regardless of whether the specific contract is terminated.

f. In accordance with Executive Order 61 (2017), a prohibition on discrimination by the contractor, in its employment practices, subcontracting practices, and delivery of goods or services, on the basis of race, sex, color, national origin, religion, sexual orientation, gender identity, age, political affiliation, disability, or veteran status, is hereby incorporated in this contract.

2. The contractor will include the provisions of 1. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

D. ETHICS IN PUBLIC CONTRACTING: By submitting their bids, bidders certify that their bids are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other bidder, supplier, manufacturer or subcontractor in connection with their bid, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

E. IMMIGRATION REFORM AND CONTROL ACT OF 1986: By entering into a written contract with the Commonwealth of

Virginia, the Contractor certifies that the Contractor does not, and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control

Act of 1986.

F. DEBARMENT STATUS: By participating in this procurement, the vendor certifies that they are not currently debarred by the

Commonwealth of Virginia from submitting a response for the type of goods and/or services covered by this solicitation. Vendor further certifies that they are not debarred from filling any order or accepting any resulting order, or that they are an agent of any person or entity that is currently debarred by the Commonwealth of Virginia.

If a vendor is created or used for the purpose of circumventing a debarment decision against another vendor, the non-debarred vendor will be debarred for the same time period as the debarred vendor.

G. ANTITRUST: By entering into a contract, the contractor conveys, sells, assigns, and transfers to the Commonwealth of Virginia all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United

States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Commonwealth of Virginia under said contract.

H. MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS FOR IFBs: Failure to submit a bid on the official state form provided for that purpose shall be a cause for rejection of the bid. Modification of or additions to any portion of the Invitation for Bids may be cause for rejection of the bid; however, the Commonwealth reserves the right to decide, on a case-by-case basis, in its sole discretion, whether to reject such a bid as nonresponsive. As a precondition to its acceptance, the

Commonwealth may, in its sole discretion, request that the bidder withdraw or modify nonresponsive portions of a bid which do not affect quality, quantity, price, or delivery. No modification of or addition to the provisions of the contract shall be effective unless reduced to writing and signed by the parties.

I. CLARIFICATION OF TERMS: If any prospective (bidder has questions about the specifications or other solicitation documents, the prospective bidder should contact the buyer whose name appears on the face of the solicitation no later than five working days before the due date. Any revisions to the solicitation will be made only by addendum issued by the buyer.

J. PAYMENT:

1. To Prime Contractor:

a. Invoices for items ordered, delivered and accepted shall be submitted by the contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the state contract number and/or purchase order number;

social security number (for individual contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations).

b. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

c. All goods or services provided under this contract or purchase order, that are to be paid for with public funds, shall be billed by the contractor at the contract price, regardless of which public agency is being billed.

d. The following shall be deemed to be the date of payment: the date of postmark in all cases where payment is made by mail, or when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act.

e. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges.

Charges which appear to be unreasonable will be resolved in accordance with Code of Virginia, § 2.2-4363 and -4364.

Upon determining that invoiced charges are not reasonable, the Commonwealth shall notify the contractor of defects or improprieties in invoices within fifteen (15) days as required in Code of Virginia, § 2.2-4351. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute

(Code of Virginia, § 2.2-4363).

2. To Subcontractors:

a. Within seven (7) days of the contractor’s receipt of payment from the Commonwealth, a contractor awarded a contract under this solicitation is hereby obligated:

(1) To pay the subcontractor(s) for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or

(2) To notify the agency and the subcontractor(s), in writing, of the contractor’s intention to withhold payment and the reason.

b. The contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven (7) days following receipt of payment from the Commonwealth, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier contractor performing under the primary contract. A contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Commonwealth.

3. Each prime contractor who wins an award in which provision of a SWaM procurement plan is a condition to the award, shall deliver to the contracting agency or institution, on or before request for final payment, evidence and certification of compliance

(subject only to insubstantial shortfalls and to shortfalls arising from subcontractor default) with the SWaM procurement plan.

Final payment under the contract in question may be withheld until such certification is delivered and, if necessary, confirmed by the agency or institution, or other appropriate penalties may be assessed in lieu of withholding such payment.

4. The Commonwealth of Virginia encourages contractors and subcontractors to accept electronic and credit card payments.

K. PRECEDENCE OF TERMS: The following General Terms and Conditions VENDORS MANUAL, APPLICABLE LAWS AND

COURTS, ANTI-DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL

ACT OF 1986, DEBARMENT STATUS, ANTITRUST, MANDATORY USE OF STATE FORM AND TERMS AND

CONDITIONS, CLARIFICATION OF TERMS, PAYMENT shall apply in all instances. In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and

Conditions shall apply.

L. QUALIFICATIONS OF BIDDERS: The Commonwealth may make such reasonable investigations as deemed proper and necessary to determine the ability of the bidder to perform the services/furnish the goods and the bidder shall furnish to the

Commonwealth all such information and data for this purpose as may be requested. The Commonwealth reserves the right to inspect bidder’s physical facilities prior to award to satisfy questions regarding the bidder’s capabilities. The Commonwealth further reserves the right to reject any bid if the evidence submitted by, or investigations of, such bidder fails to satisfy the

Commonwealth that such bidder is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

M. TESTING AND INSPECTION: The Commonwealth reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

N. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the contractor in whole or in part without the written consent of the Commonwealth.

O. CHANGES TO THE CONTRACT: Changes can be made to the contract in any of the following ways:

1. The parties may agree in writing to modify the terms, conditions, or scope of the contract. Any additional goods or services to be provided shall be of a sort that is ancillary to the contract goods or services, or within the same broad product or service categories as were included in the contract award. Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

2. The Purchasing Agency may order changes within the general scope of the contract at any time by written notice to the contractor. Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation. The contractor shall comply with the notice upon receipt, unless the contractor intends to claim an adjustment to compensation, schedule, or other contractual impact that would be caused by complying with such notice, in which case the contractor shall, in writing, promptly notify the Purchasing

Agency of the adjustment to be sought, and before proceeding to comply with the notice, shall await the Purchasing Agency's written decision affirming, modifying, or revoking the prior written notice. If the Purchasing Agency decides to issue a notice that requires an adjustment to compensation, the contractor shall be compensated for any additional costs incurred as the result of such order and shall give the Purchasing Agency a credit for any savings. Said compensation shall be determined by one of the following methods:

a. By mutual agreement between the parties in writing; or

b. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the contractor accounts for the number of units of work performed, subject to the Purchasing Agency’s right to audit the contractor’s records and/or to determine the correct number of units independently; or

c. By ordering the contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The contractor shall present the Purchasing Agency with all vouchers and records of expenses incurred and savings realized. The Purchasing Agency shall have the right to audit the records of the contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the Purchasing Agency within thirty (30) days from the date of receipt of the written order from the Purchasing Agency. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Vendors Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the contractor from promptly complying with the changes ordered by the Purchasing Agency or with the performance of the contract generally.

P. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the

Commonwealth may terminate this agreement after verbal or written notice without penalty. Upon termination the Commonwealth may procure the goods or services contracted for from other sources and hold the contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the Commonwealth may have.

Q. TAXES: (OMITTED)

R. USE OF BRAND NAMES: (OMITTED)

S. TRANSPORTATION AND PACKAGING: (OMITTED)

T. INSURANCE: By signing and submitting a bid under this solicitation, the bidder certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded. For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of

Virginia. The bidder further certifies that the contractor and any subcontractors will maintain these insurance coverage during the entire term of the contract and that all coverage will be provided by companies authorized to sell insurance in Virginia by the

Virginia State Corporation Commission.

MINIMUM INSURANCE COVERAGES AND LIMITS:

1. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the Commonwealth of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract.

2. Employer’s Liability - $100,000.

3. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate. Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The Commonwealth of Virginia shall be added as an additional insured to the policy by an endorsement.

4. Automobile Liability - $1,000,000 combined single limit. (Required only if a motor vehicle not owned by the Commonwealth is to be used in the contract. Contractor must assure that the required coverage is maintained by the Contractor (or third party owner of such motor vehicle.)

U. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the purchasing agency will publicly post such notice in eVA (eva.virginia.gov) for a minimum of 10 days.

V. DRUG-FREE WORKPLACE: During the performance of this contract, 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 https://eva.virginia.gov/ 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, 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.

W. NONDISCRIMINATION OF CONTRACTORS: A bidder or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the bidder employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

X. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION, CONTRACTS, AND ORDERS:

The eVA Internet electronic procurement solution, web site portal https://eva.virginia.gov/, streamlines and automates government purchasing activities in the Commonwealth. The eVA portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA

Internet e-procurement solution by completing the free eVA Vendor Registration. All bidders must register in eVA and pay the

Vendor Transaction Fees specified below; failure to register will result in the bid being rejected.

Vendor transaction fees are determined by the date the original purchase order is issued and the current fees are as follows:

a. For orders issued July 1, 2014, and after, the Vendor Transaction Fee is:

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.

b. Refer to Special Term and Condition “eVA Orders and Contracts” to identify the number of purchase orders that will be issued as a result of this solicitation/contract with the eVA transaction fee specified above assessed for each order.

For orders issued prior to July 1, 2014, the vendor transaction fees can be found at https://eva.virginia.gov/.

The specified vendor transaction fee will be invoiced, by the Commonwealth of Virginia Department of General Services, typically within 60 days of the order issue date. Any adjustments (increases/decreases) will be handled through purchase order changes.

Y. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the agency shall be bound hereunder only to the extent that the legislature has appropriated funds that are legally available or may hereafter become legally available for the purpose of this agreement.

Z. SET-ASIDES IN ACCORDANCE WITH THE SMALL BUSINESS ENHANCEMENT AWARD PRIORITY:

(OMITTED)

AA. BID PRICE CURRENCY: Unless stated otherwise in the solicitation, bidders shall state bid prices in US dollars.

BB. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall 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 or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act 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. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

CC. CIVILITY IN STATE WORKPLACES: The contractor shall take all reasonable steps to ensure that no individual, while performing work on behalf of the contractor or any subcontractor in connection with this agreement (each, a “Contract Worker”), shall engage in 1) harassment (including sexual harassment), bullying, cyber-bullying, or threatening or violent conduct, or 2) discriminatory behavior on the basis of race, sex, color, national origin, religious belief, sexual orientation, gender identity or expression, age, political affiliation, veteran status, or disability.

The contractor shall provide each Contract Worker with a copy of this Section and will require Contract Workers to participate in agency training on civility in the State workplace if contractor’s (and any subcontractor’s) regular mandatory training programs do not already encompass equivalent or greater expectations. Upon request, the contractor shall provide documentation that each

Contract Worker has received such training.

For purposes of this Section, “State workplace” includes any location, permanent or temporary, where a Commonwealth employee performs any work-related duty or is representing his or her agency, as well as surrounding perimeters, parking lots, outside meeting locations, and means of travel to and from these locations. Communications are deemed to occur in a State workplace if the Contract Worker reasonably should know that the phone number, email, or other method of communication is associated with a State workplace or is associated with a person who is a State employee.

The Commonwealth of Virginia may require, at its sole discretion, the removal and replacement of any Contract Worker who the

Commonwealth reasonably believes to have violated this Section.

This Section creates obligations solely on the part of the contractor. Employees or other third parties may benefit incidentally from this Section and from training materials or other communications distributed on this topic , but the Parties to this agreement intend this Section to be enforceable solely by the Commonwealth and not by employees or other third parties.

DD. CONTRACT EXTENSIONS: In the event that…