Administrative Services/Procurement Hourly Tree Trimming Services Staunton District

IFB-161050

INVITATION FOR BIDS IFB# 161050

Issue Date: June 26, 2026 Title: Hourly Tree Trimming Services Commodity Code(s): 98888 Location Where Work Will Be Performed: Staunton District

Issuing Agency: Commonwealth of Virginia Virginia Department of Transportation (VDOT) Contract Officer: Nasir Chhipa Email: nasir.chhipa@vdot.virginia.gov Phone: 804-643-1451

NOTE TO BIDDERS

Virtual Pre-Bid Teleconference: An Optional Pre-Bid Teleconference will be held at 10:00 AM EST July 7, 2026. Refer to Solicitation Section VI. for instructions on how to participate.

Solicitation Closing Date and Time: 11:00 AM EST on July 20, 2026. Refer to Solicitation Section IX.1 for Instructions to Bidders.

Virtual Public Bid Opening Date and Time: 11:30 AM EST on July 21, 2026. Refer to Solicitation Section IX.2 for instructions on how to participate.

REMINDERS

1. Make certain bids are not unbalanced in accordance with Special Term for “Unbalanced Bids”

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

3. VA STATE CORPORATION COMMISSION

4. CONTRACTOR/SUBCONTRACTOR LICENSE REQUIREMENT (if applicable)

5. NORMAL AND EMERGENCY CONTRACTS

6. REFERENCES

7. SUBCONTRACTOR APPROVAL REQUEST (if applicable)

8. OTHER INSTRUCTIONS TO BIDDERS: Be sure to read and follow any other instructions in the solicitation

9. 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 Special Term and Condition: SBSP, Evidence of Compliance and Subcontractor Reporting.

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 because of race, religion, color, sex, national origin, age, disability, sexual orientation, gender identity, political affiliation, or veteran status 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.

mailto:nasir.chhipa@vdot.virginia.gov

Administrative Services/Procurement

Staunton District

IFB-161050

Administrative Services Division

Invitation for Bid (IFB) – Hourly Tree Trimming Services

TABLE OF CONTENTS Page I. Purpose 3

II. Questions Regarding This Invitation For Bid 3 III. General 3 IV. Definitions 3-4 V. Specifications/Contract Requirements 4-7

VI. Pre-Bid Conference 7 VII. Method for Payment 7-8

VIII. Invoicing 8 IX. Bidders Instructions 8-9 X. General Terms and Conditions 9-16

XI. Special Terms and Conditions 16-26 Attachments:

A. Vendor Qualification Equipment Inventory Certification Form B. VA State Corporation Commission Form

C. Normal and Emergency Contacts D. Subcontractor Approval Request E. Virginia Code Red Ozone Days F. Provisions G. Special Notes H. Guide for Line of Sight Clearance I. Guide for Vertical/Horizontal Clearance J. References K. Small Business Subcontracting Plan L. VDOT Tree & Brush Policy M. Prevailing Wage Rate

RESOURCES BY REFERENCE

1. General Term and Condition C.1.(d): Anti-Discrimination Link to Referenced Training

2. General Term and Condition CC: Civility in State Workplaces Link to Referenced Training https://www.dhrm.virginia.gov/public-interest/contractor-sexual-harassment-training https://www.virginiadot.org/business/virtualcampus.asp

Administrative Services/Procurement Page 3

I. PURPOSE:

The Virginia Department of Transportation, herein referred to as “VDOT”, is soliciting bids from qualified firms to perform hourly unplanned/on-call brush cutting, small tree removal, and tree pruning services in accordance with the specifications herein, within the Staunton District along highway rights-of-way within Augusta, Rockingham and Page counties. Work will be performed on an on-call, as needed basis.

Awards will be made on a Grand Total basis by Lot.

Lot 1: Augusta County

Lot 2: Rockingham County

Lot 3: Page County

PERIOD OF CONTRACT: One year from date of award with four (4), one (1) year renewal options

Note to Bidders: This solicitation includes the requirement for the Bidder to submit a Small Business Subcontracting Plan (SBSP) with the electronic bid response in eVA. Bidders selecting “Vendor Will 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 the not a DSBSD-certified small business, the “Vendor Plans to Use Subcontractors” box must be selected and the Bidder shall identify the portions of the contract that will be subcontracted to DSBSD-certified small business for the initial contract period and any subsequent renewal periods. Reference Special Term and Condition# 31.

II. QUESTIONS REGARDING THIS INVITATION FOR BID:

Any questions regarding this invitation for bid shall be submitted in writing to nasir.chhipa@vdot.virginia.gov no later than 5 business days, prior to the closing date. The issuing office shall determine whether any addendum should be issued as a result of any questions or other matters raised.

III. GENERAL:

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 “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. DEFINITIONS:

1. Diameter Breast Height (DBH) is the diameter of the trunk or trunks of a tree measured at 4.5 feet above mean ground level at the base of the trunk or trunks. Instances where there is a dispute concerning a measurement due to a tree’s excessive lean, location on a slope or having multiple leaders the method of measurement used shall be in accordance with the most recent version of the International Society of Arboriculture (ISA) Guide for Plant Appraisal.

2. Brush – All woody vegetation less than two (2) inches in diameter to be measured at ground level.

3. Tree – All woody vegetation equal to or greater than two (2) inches in diameter to be measured at ground level.

4. Small Tree – All woody vegetation equal to or greater than (2) inches in diameter to be measured at ground level up to 6 inches DBH.

5. Vertical Clearance – The minimum height of pruning cuts measured from the highest point of travel-way/road or otherwise identified.

mailto:nasir.chhipa@vdot.virginia.gov

Administrative Services/Procurement Page 4

6. Horizontal Clearance – the minimum parameters established for brush, small tree, and branch removal.

7. Tree Pruning – The selective removal of tree parts to meet specific goals and objectives (as defined per ANSI A-300).

8. Emergency Work – Immediate response required – not a component of this IFB.

9. Satisfactorily Completed – All work has been completed by the Contractor in accordance with the specifications herein.

This includes inspection by VDOT, rework (if required by the Contractor) and validation by VDOT.

V. SPECIFICATIONS / CONTRACT REQUIREMENTS

A. SCOPE OF WORK:

The Contractor shall provide all supervision, labor, equipment, fuel and any other incidentals necessary to meet the requirements of the specifications stated within. The work shall consist of tree pruning (per the requirements of this IFB), brush removal and small tree removal (per the requirements of this IFB) within the identified work zones, and removal and disposal of all generated debris. The Contractor shall be capable of commencing work within 10 (ten) business days after award and attendance at a post award meeting.

B. HOURLY-BASED SPECIFICATIONS:

1. All work shall be performed in accordance with the current versions of the ANSI A300 Pruning Standard, ANSI Z133.1 Safety Standard, and Best Management Practices - Tree Pruning (companion publication to the ANSI A300 Pruning Standard), Virginia Tree Policy and Safety Operation Procedures 16VAC25-73-10, 16VAC25-75-10 and the most current version of the Road and Bridge Specifications. The contractor shall follow all regulations, standards, and procedures in accordance with the Administrative Regulation Manual part III, Occupational Safety and Health Standards 1910.266, 16VAC25-60-120 and 16VAC25-60-130 of the Virginia Department of Labor and Industry and the OSHA Standards for General Industry Part 191.67(2) (viii). Services shall also be in compliance with VDOT’s Policy for Tree and Brush Trimming (see Attachment-L).

2. All work shall be performed within VDOT maintained right-of-way. No work shall be performed on the adjacent private property without VDOT obtaining the property owner’s written permission prior to the work being done. Documentation of such permission shall consist of a VDOT Right of Entry Form signed by the adjacent private property owner(s). In those instances, where the property owner (s) will not authorize access to the private property, pruning must not extend beyond VDOT’s right-of-way. It is understood that there may be instances where proper cuts may not be possible in order to remain on VDOT property.

3. The Contractor shall provide a minimum of one (1) four (4)-person crew with the required equipment when requested per Lot. Work shall provide for unplanned tree pruning services, brush removal, and tree removal to maintain desired vertical/horizontal clearances and respond to safety related issues. Specific locations are unknown.

4. An hourly crew and equipment shall be available upon a VDOT request within five (5) business days, unless otherwise agreed to at a later date/time.

5. VDOT will make every effort to provide a sufficient quantity of work when services are requested.

6. The Contractor may be paid two (2) hours show-up time for the services requested, if the Contractor is on site and unable to perform the work due to circumstances approved by the Contract Administrator/Monitor (i.e. inclement weather).

VDOT reserves the right to determine if the Contractor qualifies for show-up time.

C. EQUIPMENT:

1. General Equipment Specifications

a. The Contractor shall provide all necessary tools of the trade to perform tree pruning services to include trucks, bucket trucks, brush chippers, chain saws, pole saws, hand tools, climbers etc.

Administrative Services/Procurement Page 5

b. All equipment may be inspected by VDOT prior to beginning of work.

c. The Contractor shall furnish the necessary means for transporting all required equipment, personnel, materials and traffic control to all identified locations.

d. Traffic Control: VDOT will provide all traffic control as set forth in the latest edition of the VWAPM and IIM-TE.386.1 including flaggers, signs, sign stands, electronic arrow boards, truck-mounted attenuator with arrow board, and portable temporary rumble strips.

2. Equipment Required for Hourly Services

For hourly work, all equipment and vehicles shall arrive at the work site fueled and properly operational/ready to work and shall consist of (at minimum):

a. 35 - 42 foot in height Bucket Truck - This piece of equipment shall be a separate hourly pay item and may or may not be required on any given day.

b. Chip-Box Dump Truck - Capable of holding 12 cubic yards minimum. This piece of equipment shall be a separate hourly pay item and may or may not be required on any given day.

c. 4-Person Crew – This shall be a separate hourly pay item. The crew shall include the following items:

• Brush Chipper capable of chipping up to 12-inch diameter limbs.

• One (1) telescoping pole pruner/chainsaw (7’6” to 11’6” length).

• Operable saws and tree pruning tools to furnish a four (4) person crew. All necessary tools to maintain and leave a clear roadway when completed.

• All pickup trucks shall be equipped with a minimum of one (1) rotating amber light or high intensity strobe lights mounted on each vehicle and shall be in accordance with the most current edition of the

VWAPM.

3. In the event the Contractor fails to provide or maintain the minimum four (4) person crew and equipment, work operations will not be allowed and no payment will be authorized.

4. No payment will be allowed for equipment downtime, repairs, or maintaining equipment.

5. Refueling of equipment and travel and set up time between job sites during the work day shall be paid time as long as VDOT considers the travel plan to be reasonable and efficient. Lunch and rest breaks shall not be paid time.

While a chip truck is away from the site being dumped, the crew must continue working in order to maintain paid time. If the crew stops working while the truck is away, this shall be considered a break and shall be unpaid time.

D. PERSONNEL:

1. International Society of Arboriculture (ISA) Certified Arborist: For the term of the contract, the Contractor shall employ (on staff) or engage (on contract), an Arborist who is currently certified by the ISA and will represent the Contractor. The Arborist must be available to meet with a VDOT representative, as mutually agreed, to consult at any time during the term of the contract. The Arborist shall be available to meet on site and within 24 hours of notification by the Contract Administrator for dispute or performance resolution and shall provide the necessary guidance to the Contractor to ensure work product is performed in accordance with the contract. Bidder shall provide a copy of the Arborist’s current certification along with their bid. The Contractor will be required to maintain on file with VDOT the Arborist’s current certification for the duration of the contract. The cost shall be included in the 4-member crew hourly line item.

2. Contractor’s Capacity to Perform: The Contractor shall be responsible for having sufficient and adequately qualified personnel and equipment available throughout the contract period to perform the services.

3. Contractor’s Personnel: The Contractor shall be responsible for the conduct of all Contractor’s and Subcontractor’s personnel while at the work site. The Contractor’s and Subcontractor’s personnel shall at all times

Administrative Services/Procurement Page 6 communicate with the traveling public, landowners and citizens throughout the Staunton District in a courteous and respectful manner. The Contractor’s personnel shall refer all public questions concerning work planned, performed or promised to the Contract Administrator/Contract Monitor.

4. Contact Person: The Contractor shall assign an individual as the Supervision Representative whose name and cellular phone number shall be required prior to commencement of any work activities. The cellular telephone shall be capable of operating throughout the area covered under this contract and be able to communicate effectively with Contract Administrator.

5. Supervision: The Supervision Representative shall be responsible for assigning and coordinating work, notifying the Contract Administrator/Contract Monitor of crew locations on a daily basis, processing daily/weekly reports, (as necessary) and general contract performance issues and have the ability to meet with VDOT representatives on site as needed. All costs incurred for the Contractor’s Supervision Representative to review future work assignments with VDOT shall be the sole responsibility of the Contractor.

6. Communication: The Contractor’s Supervision Representative and at least one (1) crewmember on each crew shall be capable of communicating (both verbally and in writing) and comprehending the English language.

Contractor’s Supervision Representative and the designated crewmember shall be capable of communicating instructions to the other crewmembers. The English used by this person must be understood by VDOT personnel.

7. Appearance: Any person working under this contract shall be dressed appropriately at all times. Proper dress shall include long pants (slacks) and shirts or blouses with sleeves.

E. MANNER OF CONDUCTING WORK AT THE JOB SITE:

1. Delivery and Parking: There shall be no storage of vehicles, equipment or materials within VDOT property/right-of-way without specific written permission from the CA.

2. Work Hours: All work shall be performed Monday through Thursday, excluding observed Virginia State holidays, during daylight hours and weather conditions permitting, unless otherwise approved by the Contract Administrator.

(Daylight hours are defined as one-half hour after sunrise to one-half hour before sunset).

State Holidays include, but are not limited to, New Year’s Day, Martin Luther King, Jr. Day, George Washington Day, Easter, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Election Day, Veterans’ Day, Thanksgiving Day, Day after Thanksgiving, and Christmas Day. If any of these holidays occur on a Saturday, the preceding Friday shall be considered the holiday and if they occur on Sunday, the following Monday shall be considered the holiday. No work shall be performed on a primary route after noon on the Friday preceding an official Monday holiday or before noon on the following Tuesday.

3. Cleanup/Disposal: All debris generated in the performance of this contract is the responsibility of the Contractor and shall be removed from the right-of-way each day and properly disposed of by Contractor. VDOT will provide the Contractor with suitable locations for debris disposal. Debris shall be kept off the traveled portions and shoulders of the roadway, as work progresses.

4. Coordination and Notification of Work: The Contractor shall submit a completed VDOT provided report that lists the hours worked and equipment used on each workday. The form will be verified daily and mutually agreed upon and signed by the contractor and VDOT Contract Administrator/Contract Monitor at the end of each workday.

The daily record sheet must be used by VDOT to process the Contractor’s invoices.

5. Accident and Injuries: The Contractor shall immediately notify the CM for any accident that occurs with the work zone or for any personal injury which requires off-site medical treatment.

F. METHOD OF ORDERING WORK:

Administrative Services/Procurement Page 7

1. Any/all work shall only commence upon written notification, which will be in the form of a Purchase Order (PO).

One (1) purchase order will be issued per contract per contract period. The PO is for billing purposes only. There is not guarantee of minimum or maximum quantities as shown. At the end of the contract year, the PO will be adjusted to match the actual quantities requested and performed.

2. The Contractor shall respond to the Contract Administrator’s request for hourly work within two (2) business days of being contacted. Starting date and time of the operations will be determined as stated or upon mutual agreement.

3. Continuous Operations Requirement: The Contractor shall provide a continuous operation once they commence work until VDOT releases the Contractor. If work is not continuous, a Procurement Complaint Form may be issued which may ultimately result in the default of the contract.

4. Contractor’s Failure to Report: If the Contractor fails to commence work at the mutually agreed upon time, they may be considered in default and held responsible for any resulting additional purchase and administrative costs in accordance with the General Term and Condition Paragraph P.

VI. PREBID CONFERENCE: An optional prebid teleconference will be hosted by the Contract Officer at 10:00 AM EST on

July 7, 2026. The conference will begin promptly at the time indicated. At the start of the conference the Contract Officer will conduct a roll call to identify the individuals participating on the call. Participants will be requested to provide their names, company and contact information during the roll call.

This conference can be accessed with the below dial-in information:

Microsoft Teams meeting Join: https://teams.microsoft.com/meet/22495346247004?p=BOhYHmpsp0ZG7uR6S7 Meeting ID: 224 953 462 470 04 Passcode: Wn9mn9uW

Need help? | System reference Dial in by phone +1 434-230-0065,,428657156# United States, South Hill Find a local number Phone conference ID: 428 657 156# Join on a video conferencing device Tenant key: commonwealthofvirginia@m.webex.com Video ID: 112 970 955 0

Due to the importance of all bidders having a clear understanding of the specifications/scope of work and requirements of this solicitation, participation at this teleconference is encouraged.

The purpose of this conference is to allow potential bidders an opportunity to present questions and obtain clarification relative to any facet of this solicitation.

Have a copy of the solicitation with you. Any changes resulting from this conference will be issued in a written addendum to the solicitation.

VII. 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.

https://teams.microsoft.com/meet/22495346247004?p=BOhYHmpsp0ZG7uR6S7 https://aka.ms/JoinTeamsMeeting?omkt=en-US https://teams.microsoft.com/l/meetup-join/19%3ameeting_YzY3OWRlMGUtNWFjYy00ZDQ2LTkxYzAtMjM0ODE1ZTQ3MTU3%40thread.v2/0?context=%7b%22Tid%22%3a%22620ae5a9-4ec1-4fa0-8641-5d9f386c7309%22%2c%22Oid%22%3a%22c0f3ee07-cd2a-4253-9019-5f4d4a65b112%22%7d tel:+14342300065,,428657156 https://dialin.teams.cloud.microsoft/69fbdf03-a314-4206-b210-d4d007632545?id=428657156 mailto:commonwealthofvirginia@m.webex.com

Administrative Services/Procurement Page 8

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

1. VERIFICATION: The Contractor shall notify the VDOT Contract Administrator when the work has been completed and inspected by the Supervisor. Payment will not be made until the work is completed and inspected by Contract Administrator or designee.

2. COMPLIANCE: All deficiencies shall be corrected within 24 hours by the Contractor at the Contractor’s sole expense prior to the final acceptance of the work. VDOT may arrange for the corrective work to be accomplished by other forces and reserves the right to deduct that portion from the amount due the Contractor. Any complaint as to quality, faulty or delinquent delivery, or violation of contract provisions will be reported to the VDOT Contract Officer with the use of a Procurement Compliant Form.

VIII. INVOICING:

Invoices shall be submitted bi-monthly (2 times per month). The two (2) billing cycles per month shall be the 1st through the 15th and the 16th through the end of the month. The invoice shall be submitted within ten (10) calendar days of the last day of the billing cycle. 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. Completed work will be verified in writing by a VDOT Representative and Contractor on an agreeable format. Invoices shall be submitted to the address and section listed below for all items completed within the designated billing period.

Virginia Department of Transportation

Harrisonburg Residency 3536 North Valley Pike

Harrisonburg, VA 22802

In lieu of mailing, invoices may be submitted as an attachment via e-mail to StauntHburgAP@vdot.virginia.gov Electronic invoices are acceptable but only as a PDF attachment to an email and not as part of the body of the email. DO NOT send an invoice by both mail and electronically.

IX. BIDDER’S INSTRUCTION:

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.

mailto:eVACustomerCare@DGS.Virginia.gov mailto:edi@doa.virginia.gov mailto:StauntHburgAP@vdot.virginia.gov 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

Administrative Services/Procurement Page 9

2. PUBLIC BID OPENING:

Bids will be opened at the time stated on the reminders page of the electronic posting 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 public bid opening via teleconference will be hosted by a VDOT representative at 11:30 AM EST on July 21, 2026

The conference can be accessed with the below dial-in information:

Microsoft Teams meeting Join: https://teams.microsoft.com/meet/245719430025261?p=pC70jLvCvN7mEEJQHL Meeting ID: 245 719 430 025 261 Passcode: 3Vo3fk28

Need help? | System reference Dial in by phone +1 434-230-0065,,388269940# United States, South Hill Find a local number Phone conference ID: 388 269 940# Join on a video conferencing device Tenant key: commonwealthofvirginia@m.webex.com Video ID: 119 863 842 7

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 names, company 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.

X. 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 https://teams.microsoft.com/meet/245719430025261?p=pC70jLvCvN7mEEJQHL https://aka.ms/JoinTeamsMeeting?omkt=en-US https://teams.microsoft.com/l/meetup-join/19%3ameeting_NzMzZDAxOTMtY2RiMS00M2ZkLWFjZmUtOGFlODRiZTFjNWQ1%40thread.v2/0?context=%7b%22Tid%22%3a%22620ae5a9-4ec1-4fa0-8641-5d9f386c7309%22%2c%22Oid%22%3a%22c0f3ee07-cd2a-4253-9019-5f4d4a65b112%22%7d tel:+14342300065,,388269940 https://dialin.teams.cloud.microsoft/69fbdf03-a314-4206-b210-d4d007632545?id=388269940 mailto:commonwealthofvirginia@m.webex.com http://www.eva.virginia.gov/

Administrative Services/Procurement Page 10 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, 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.

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: Applicable for all contracts over $10,000:

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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

Administrative Services/Procurement Page 12 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.

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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.

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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: Applicable for all contracts over $10,000:

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 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…