830885mulchHenr.pdf

COUNTY OF HENRICO, VIRGINIA – Department of Finance, Purchasing Division

8600 Staples Mill Road / P.O. Box 90775 / Henrico, VA 23273-0775 Phone: (804)501-5660

Version 4.13.26

IFB No. 26-2976-6JLW

June 23, 2026

Invitation for Bid (“IFB”)

Engineered Wood Fiber Playground Mulch

Your firm is invited to submit a bid to provide Engineered Wood Fiber Playground Mulch in accordance with the enclosed Scope of Work/Services, Bid Response Requirements, General Contract Terms and

Conditions, and, if applicable, Special Contract Provisions. Pursuant to Section 2.2-4304 of the Code of

Virginia, this procurement is a cooperative procurement being conducted on behalf of Henrico County and other public bodies.

Your firm’s bid submission must be received no later than July 16, 2026 at 2:00P.M., local prevailing time, by submission through the Commonwealth of Virginia’s electronic procurement platform eVA. A public bid opening will be conducted through a Microsoft Teams meeting upon the closing of the bid period. Bidders interested in participating in the bid opening shall send a request to be added to the meeting invitation to Judi Whitt via email at whi201@henrico.gov. The Microsoft Teams meeting will be made available for joining five minutes prior to the public bid opening.

Time is of the essence, and any bidder that attempts to submit a bid after the appointed hour for submission, will be unable to, because eVA automatically closes the solicitation at the appointed time.

The time of receipt shall be determined by the time clock in eVA. Bidders are responsible for ensuring that their bids are submitted in eVA by the deadline indicated.

Nothing herein is intended to exclude any responsible bidder, its product or service or in any way restrain or restrict competition. On the contrary, all responsible Bidders are encouraged to bid and their bid is solicited.

Comments as to how bid documents, specifications or drawings can be improved are welcome.

Pursuant to Henrico County Code Section 16-43, the award will be made by the Purchasing

Director.

This IFB and any addenda are available on the County of Henrico website at:

http://henrico.gov/finance/divisions/purchasing, and on eVA at https://eva.virginia.gov/.

Should you have any questions concerning this IFB, please contact Judi Whitt at whi201@henrico.gov by no later than July 9, 2026.

Very truly yours, Judi L. Whitt

Procurement Analyst III about:blank mailto:whi201@henrico.gov http://henrico.gov/finance/divisions/purchasing https://eva.virginia.gov/ mailto:whi201@henrico.gov

IFB# 26-2976-6JLW

TABLE OF CONTENTS

I. Introduction

A. Purpose

B. Background

II. Scope of Work/Services

A. Technical Specifications

B. General Requirements

C. Delivery Requirements

D. Invoicing Requirements

III. County Responsibilities

IV. General Bid Submission Information and Instructions

A. Addenda

B. Bidder’s Representation

C. Clarifications, Comments and Questions

D. Collusion

E. Ethics in Public Contracting

F. eVA Submission

G. Inspection of Records

H. Modification of Bids

I. Nondiscrimination of Bidder

J. Submission of Bids

K. Trade Secrets/Proprietary Information

L. Use of Brand Names

M. Withdrawal of Bid Due to Error (Other than Construction)

V. Bid Response Requirements

A. Bid Documents to be Submitted

B. Certification

C. Direct Contact with Students Certification

D. Henrico County Business License

VI. Bid Evaluation / Selection Process

A. Contract Award

B. Exceptions

C. Informality

D. Negotiation with the Lowest Bidder

E. Product Evaluation/Testing

F. Qualifications

G. Responsible Bidder Certification

H. Tie Bid

VII. General Contract Terms and Conditions

A. Annual Appropriations

B. Antitrust

C. Artificial Intelligence Systems Clause

D. Assignment of Contract

E. Authorization to Transact Business in the Commonwealth

F. Award of the Contract

G. Changes to the Contract

H. Compensation

I. Controlling Law and Venue

J. Drug-Free Workplace to be Maintained by the Contractor (VA. Code §2.2-4312)

K. Employment Discrimination by Contractor Prohibited

L. Employment of Unauthorized Aliens Prohibited

M. Environmental Management

N. Insurance Requirements

O. Minority-, Woman-, Service Disabled Veteran-Owned, Small Business and Employment Services

Organizations

P. No Discrimination against Faith-Based Organizations

Q. Occupational Safety & Health Policy Statement

R. Ownership of Deliverable and Related Products

S. Payment Clauses Required by Va. Code §2.2-4354

T. Record Retention and Audits

U. Safety

V. Severability

W. Subcontracts

X. Successful Bidder’s Performance

Y. Taxes

Z. Termination by County

AA. Use of Forced and Child Labor Prohibited (VA Code § 2.2-4311.4)

VIII. Special Contract Provisions

A. Conduct

B. Contract Period

C. Continuity of Services

D. Cooperative Procurement

E. Indemnification

F. Goods and/or Services Contract Format

G. Period of Performance of Purchase Orders

H. Tobacco-Free Requirement

I. Warranty

IX. Attachments

ATTACHMENT A – Bid Signature Sheet

ATTACHMENT B – Bid Form

ATTACHMENT C – Business Category Classification Form

ATTACHMENT D – Virginia State Corporation Commission Registration Information

ATTACHMENT E – Bidder’s Reference Sheet

ATTACHMENT F – Responsible Bidder Certification

ATTACHMENT G – County of Henrico Insurance Specifications

ATTACHMENT H – Sample Contract

ATTACHMENT I – Certification for Direct Contact with Students

ATTACHMENT J – Henrico County Elementary Schools

ATTACHMENT K – Henrico Parks Sites with Playground Mulch

I. Introduction

A. Purpose

The intent and purpose of this IFB, is to establish an annual contract with a qualified suppler to furnish and provide inside delivery of Engineered Wood Fiber Playground Mulch to the

County of Henrico, Virginia (the “County”) Recreation and Parks and Henrico County Public

Schools (“HCPS”) in accordance with the Scope of Work/Services section of the solicitation.

This IFB is being issued by the Department of Finance, Purchasing Division, at the request of, and on behalf of the County. Unless the context demands otherwise, any reference to the

County in this IFB means Recreation and Parks and Henrico County Public Schools. The

County of Henrico, Virginia will be the contracting party under the resulting contract.

B. Background

Below demonstrates the historical purchase of Engineered Wood Fiber Playground Mulch for the last two fiscal years. This information is provided for informational purposes only with no guarantee to purchase a specific amount on the resultant contract from this solicitation.

Fiscal Year 2024-2025 2025-2026

Approximate Amount Spent: $48,197 $48,590

II. Scope of Work/Services

The Successful Bidder shall provide all labor, supervision, material, equipment, etc., as required, to successfully provide Engineered Wood Fiber Playground Mulch.

A. Technical Specifications

The Successful Bidder shall deliver engineered wood fiber playground mulch that meets surfacing standards for CPSI or an approved equivalent that meets the requirement of ASTM

F1292-13 Impact Attenuation of Surface, ASTM F2075-15 Compliant Engineered Wood Fiber and the International Play Equipment Manufacturers Association (IPEMA) certifications.

Bidders shall provide proof of these requirements with their Bid Form.

B. General Requirements

1. Bid pricing shall be per cubic yard and shall include any and all costs associated with the delivery and handling of the product.

2. Bid product shall remain the property of the Successful Bidder until a physical inspection is made or actual usage of the products and thereafter accepted to the satisfaction of the

County or HCPS.

3. Bid products shall be of the highest quality and comply with all terms and specifications contained in this Bid.

4. In the event the Bid product supplied to the County or HCPS is found to be defective or not to conform to specifications, the County and HCPS reserve the right to cancel the contract upon written notice to the Successful Bidder and return products to Successful

Bidder at the Successful Bidder’s expense.

5. Any damage to existing utilities, equipment or finished surfaces resulting from the performance of this Contract shall be repaired to the County or HCPS’ satisfaction at the

Successful Bidder’s expense.

C. Delivery Requirements

1. Successful Bidder shall provide bid product to the County or HCPS within 10 calendar days of receipt of Purchase Order.

2. The Successful Bidder shall coordinate with County or HCPS representatives, the delivery date, time and off-loading of the engineered wood fiber playground mulch.

3. Successful Bidder shall deliver a minimum of 40 cubic yards of engineered wood fiber playground mulch to the designated drop off location at the schools listed on Attachment

J.

4. Successful Bidder shall deliver engineered wood fiber playground mulch as needed to the designated drop off location at various parks in Henrico County listed on Attachment K.

D. Invoicing Requirements

The Successful Bidder shall submit an itemized invoice including the contract number, purchase order number as supplied by the County or HCPS, order number, the total quantity purchased, unit cost per cubic yard, and total cost per location.

III. County Responsibilities

The County will designate an individual to act as the County’s representative with respect to the good provided or work to be performed under this contract. Such individual shall have the authority to transmit instructions, receive information, and interpret and define the County’s policies and decisions with respect to the contract.

IV. General Bid Submission Information and Instructions

A. Addenda

1. Any changes to the bid general terms, conditions, specifications or drawings shall be in the form of a written addendum from the Purchasing Division and it shall be signed by the

Director of Purchasing, Department of Finance or a duly authorized representative.

2. An addendum shall be issued no later than six (6) calendar days prior to the date set for the receipt of bids. An addendum extending the date for the receipt of bids or an addendum withdrawing the IFB may be issued any time prior to the date set for the receipt of bids.

3. Each Bidder shall be responsible for determining that all addenda issued by the Purchasing

Division for the IFB have been received before submitting a bid for the work. If an addendum is issued after a bidder has submitted a bid response, the Bidder shall resubmit their bid in the latest solicitation round in eVA. The County will only evaluate bids submitted in the latest solicitation round in eVA.

4. Each Bidder shall acknowledge the receipt of each addendum on the Bid Form.

B. Bidder’s Representation

1. By submitting a bid in response to this IFB, the Bidder certifies that it has read and understands the bid documents, specifications, and drawings, if any, and has familiarized itself with all federal, state and local laws, ordinances, rules and regulations that in any manner may affect the cost, progress or performance of the work.

2. The failure or omission of any Bidder to receive or examine any form, instrument, addendum or other documents, or to acquaint itself with conditions existing at the site(s), shall in no way relieve any Bidder from any obligations with respect to its bid or to the

Contract.

C. Clarifications, Comments and Questions

The County welcomes comments regarding how the IFB and scope of work/services may be improved. Bidders requesting clarification, interpretation of, or improvements to the

IFB, shall submit technical questions in writing by the date set forth in this IFB. Any changes to this IFB shall be in the form of a written addendum issued by the Purchasing

Division.

D. Collusion

By submitting a bid in response to this IFB, the Bidder represents that in the preparation and submission of this bid, the Bidder did not, either directly or indirectly, enter into any combination or arrangement with any person, bidder or corporation or enter into any agreement, participate in any collusion, or otherwise take any action in the restraint of free, competitive bidding in violation of the Sherman Act (15 U.S.C. § 1 et seq.) or Section 59.1-9.1 through 59.1-9.17 or Sections 59.1-68.6 through 59.1-68.8 of the Code of Virginia.

E. Ethics in Public Contracting

By submitting a bid in response to this IFB, the Bidder certifies that its bid is 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 its 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.

F. eVA Submission

Sealed bids will only be received and accepted through eVA, the Commonwealth of

Virginia’s Procurement Portal (https://eva.virginia.gov) until, but no later than the time and date specified in the IFB. Oral, fax machine, email and/or hard copy submissions will not be accepted.

G. Inspection of Records

1. Any competitive sealed bidding bidder, upon request, shall be afforded the opportunity to inspect bid records within a reasonable time after the opening of all bids but prior to award, except in the event that the County decides not to accept any of the bids and to reopen the contract. Otherwise, bid records shall be open to public inspection only after award of the contract (Va. Code § 2.2-4342(C)).

https://eva.virginia.gov/

2. Any inspection of procurement transaction records shall be subject to reasonable restrictions to ensure the security and integrity of the records (Va. Code § 2.2-4342(E)).

H. Modification of Bids

1. A bid may be modified or withdrawn by the Bidder any time prior to the time and date set for the receipt of bids.

2. Modified and withdrawn bids may be resubmitted through eVA up to the time and date set for the receipt of bids.

3. No bid can be withdrawn after the time set for the receipt of bids and for 90 days thereafter except as provided under the Withdrawal of Bid due to Error subsection of this section.

I. Nondiscrimination of Bidder

A bidder 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 or federal law, as may be applicable.

J. Submission of Bids

1. All Bidders shall use the enclosed Bid Form in submitting their bid prices through eVA.

2. All prices must be F.O.B. delivered to the point as indicated in the IFB. The County will grant no allowance for boxing, crating, or delivery unless specifically provided for in this

IFB.

3. The Bid Form must be completed and legible. Discrepancies in the multiplication of units of work and the unit prices will be resolved in favor of the correct multiplication of the unit prices. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum.

4. Bids containing any conditions, omissions, erasures, alterations, or items not called for in the bid, may be deemed by the Purchasing Division as being nonresponsive.

5. The Bid Signature Sheet (Attachment A) must be signed in order to be considered. If the

Bidder is a corporation, the bid must be submitted in the name of the corporation, not simply the corporation’s trade name. In addition, the Bidder must indicate the corporate title of the individual signing the bid.

6. By submitting a bid in response to this IFB, the Bidder represents it has read and understands the Scope of Work/Services and has familiarized itself with all federal, state, and local laws, ordinances, and rules and regulations that in any manner may affect the cost, progress or performance of the Contract.

7. The failure or omission of any bidder to receive or examine any form, instrument, addendum, or other related documents or to acquaint itself with conditions existing at the site, shall in no way relieve any bidder from any obligations with respect to its bid or the

Contract.

8. Bidders must upload and submit all required documents and pricing by the time and due date for the Bids. eVA will automatically determine the time for the receipt of Bids. eVA will not permit a Bidder to submit a Bid after the time for receipt of bids. Bidders bear all responsibility for ensuring their Bids and supporting documentation are submitted on time.

The County bears no responsibility for a Bidder’s inability to complete a submission timely for any reason, any problems with internet connectivity, or the Bidder inability to access eVA. Bidders are encouraged to submit bids with sufficient time to resolve any technical problems they may experience.

9. The time for the receipt of bids shall be determined by the time clock in eVA. Bidders are responsible for ensuring that their bids are submitted in eVA by the deadline indicated.

10. All bids received in eVA by the deadline indicated will be kept sealed and unopened until the time and date set for the opening of bids.

11. It is understood and agreed, if a bidder indicates a "0" dollar amount on the Bid Form, the product or service shall be provided at no charge. All line items must be filled in. Unless otherwise provided in the IFB, if a bidder enters “No Bid” for a line item, their bid will be determined non-responsive.

K. Trade Secrets/Proprietary Information

Subject to the limitations of Va. Code § 2.2-4342(F), trade secrets or proprietary information submitted by a Bidder in connection with this procurement transaction shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Bidder must invoke the protection of this section prior to or upon submission of data or materials, and must identify the data or other materials to be protected and state the reasons why protection is necessary (Va. Code § 2.2-4342(F)). A Bidder shall not designate as trade secrets or proprietary information (a) an entire bid, (b) any portion of a bid that does not contain trade secrets or proprietary information, (c) line item prices or total bid prices.

L. Use of Brand Names

1. Unless otherwise provided in the IFB, the name of a certain brand, make or manufacturer does not restrict bidders to the specific brand, make or manufacturer named; it conveys the general style, type, character, and quality of the article desired, and any article which the public body in its sole discretion determines to be the equal of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted (Va. Code § 2.2-4315).

2. Unless otherwise provided in the IFB, no proposed equal will be considered prior to receipt of bids. If bidding other than specified, the Bidder shall clearly and specifically identify the product being offered. Upon request, the Bidder may be required to provide complete and detailed descriptive literature, catalog cuts and specifications within three business days from the request to aid the Purchasing Division in determining whether the product offered meets the requirements of the IFB. Failure to do so may cause the bid to be considered nonresponsive.

3. It shall be understood that the burden of proof for an “equal” product shall be and remain the sole responsibility of the Bidder. The County’s decision of approval or disapproval of a proposed alternate shall be final. Nothing herein is intended to exclude any responsible

Bidder, its product or service or in any way restrain or restrict competition.

M. Withdrawal of Bid Due to Error (Other than Construction)

1. A Bidder may withdraw its bid from consideration if the price bid was substantially lower than the next low responsive bid due solely to a mistake therein, provided the bid was submitted in good faith, and the mistake was a clerical mistake as opposed to a judgment mistake, and was actually due to an unintentional arithmetic error or an unintentional omission of a quantity of work, or material made directly in the compilation of a bid, which unintentional arithmetic error or unintentional omission can be clearly shown by objective evidence drawn from inspection of original work papers, documents and materials used in the preparation of the bid sought to be withdrawn.

2. The Bidder shall give written notice of their claim to withdraw their bid to the Purchasing

Division within two business days after the conclusion of the bid opening procedure. (Va.

Code § 2.2-4330). Written notice shall be emailed to the Purchasing Director at kno008@henrico.gov with a copy to Judi Whitt at whi201@henrico.gov and must include all work papers, documents and materials used in the preparation of the Bid.

3. The Purchasing Division will inspect the written evidence submitted by the Bidder with the request and if the Purchasing Division can verify to its satisfaction and sole discretion that the mistake was a non-judgmental mistake, the Bidder will be allowed to withdraw the bid.

4. No bid shall be withdrawn under this section when the result would be the awarding of the contract on another bid of the same bidder or of another bidder in which the ownership of the withdrawing bidder is more than five percent (5%). (Va. Code § 2.2-4330(C)).

5. No bidder who is permitted to withdraw a bid shall, for compensation, supply any material or labor to or perform any subcontract or other work agreement for the person or firm to whom the contract is awarded or otherwise benefit directly or indirectly from the performance of the project for which the withdrawn bid was submitted.

6. If a bid is withdrawn under authority of this section, the next lowest responsive and responsible bidder shall be deemed to be the low bidder.

7. If the Purchasing Division denies the withdrawal of a bid under the provisions of this section, it shall notify the Bidder in writing stating the reasons for its decision and award the contract to such bidder at the bid price, provided such bidder is a responsible and responsive bidder.

V. Bid Response Requirements

A. Bid Documents to be Submitted

Bidders are required to submit the following documents as part of their bid submission in eVA:

1. Bid Signature Sheet (Attachment A)

2. Bid Form (Attachment B)

3. Business Category Classification Form (Attachment C)

4. Virginia State Corporation Commission Registration Information (Attachment D)

5. Henrico County Business License or other Current Business License

6. Bidder’s Reference Sheet (Attachment E)

7. Responsible Bidder Certification (Attachment F)

8. Direct Contact with Students (Attachment I)

The above documents shall be submitted collectively as one “.pdf” attachment through eVA in accordance with Section IV(J).

B. Certification

a. As part of its bid, the Bidder must certify that it has not defaulted on any government contract in the last five years or must explain any such default in reasonable detail. The

County may deem any such explanation of default insufficient if it does not include contact information for the government on whose contract the Bidder defaulted.

b. As part of its submission, the Bidder must certify that no government has terminated a contract with the Bidder for cause in the last five years or must explain any such termination for cause in reasonable detail. The County may deem any such explanation of termination mailto:kno008@henrico.gov mailto:whi201@henrico.gov for cause insufficient if it does not include contact information for the government that terminated a contract with the Bidder for cause.

c. As part of its submission, the Bidder must certify that neither it nor any of its officers, directors, partners, or owners is currently barred from participating in any procurements by any federal, state, or local government body. If the Bidder cannot make such certification, the Bidder must explain any ban in reasonable detail. The County may deem any such explanation insufficient if it does not include contact information for the public body that barred the Bidder or the Bidder’s officer, director, partner, or owner from participating in any procurement on any federal, state, or local government body’s contract.

d. The aforementioned certification are to be made on the Responsible Bidder Certification form (Attachment F).

C. Direct Contact with Students Certification

Pursuant to Va. Code § 22.1-296.1, as a condition of awarding a contract for the provision of services that require the contractor or employees of the contractor to have direct contact with students on school property during regular school hours or during school-sponsored activities, the contractor shall provide certification of whether any individual who will provide such services has been convicted of any violent felony set forth in the definition of barrier crime in subsection A of Va. Code § 19.2-392.02; any offense involving the sexual molestation, physical or sexual abuse, or rape of a child, or the solicitation of any such offense; or any crime of moral turpitude.

Any individual making a materially false statement regarding any such offense is guilty of a

Class 1 misdemeanor and, upon conviction, the fact of such conviction is grounds for the revocation of the contract to provide such services and, when relevant, the revocation of any license required to provide such services. School boards shall not be liable for materially false statements regarding the certifications required by Va. Code § 22.1-296.1(E).

The County cannot award a contract to a Bidder that does not complete the Attachment

I as part of their submission.

D. Henrico County Business License

1. If a business is located in the County, it shall be unlawful to conduct or engage in that business without obtaining a business license. If your business is located in the County, include a copy of your current business license with your bid. If you have any questions, contact the Business Section, Department of Finance, County of Henrico, telephone (804)

501-4310.

2. If you are a contractor or speculative builder and (i) your principal or branch office is in the County or (ii) you do more than $25,000 of business in the County, you are required to have a business license from the County. If you meet either of the above requirements, include a copy of your current license with your bid. The terms "contractor" and speculative builder" are defined in the County Code, §§ 20-558 and 20-560. If you have any questions, contact the Business Section, Department of Finance, County of Henrico, telephone (804) 501-4310.

VI. Bid Evaluation / Selection Process

A. Contract Award

1. It is the intent of the Purchasing Director to award a contract to the lowest responsive and responsible bidder provided the bid does not exceed the funds available for the Contract.

The bid will be awarded by total bid. (See the Bid Form, Attachment B.)

2. Notice of award or intent to award shall be posted on the Purchasing Division website at:

https://henrico.gov/finance/divisions/purchasing.

B. Exceptions

Bidders that take exceptions to the IFB, the Scope of Work/Services, the County’s General

Contract Terms and Conditions, the Special Contract Provisions, and the Goods and Services

Contract will be considered non-responsive and not be considered for a Contract award.

C. Informality

The Purchasing Division reserves the right to waive any informality, as defined in Va. Code §

2.2-4301, in bids and to award in part or in whole or to reject any and all bids. The reasons for the rejection shall be made part of the Contract file.

D. Negotiation with the Lowest Bidder

1. If all bids received exceed the available funds for the proposed purchase, the County, pursuant to County Code provisions, may meet with the lowest responsive and responsible

Bidder to discuss a reduction in the scope for the proposed purchase and negotiate a contract price within the available funds (County Code § 16-48).

2. After bid negotiations, the lowest responsible Bidder shall submit an addendum to its bid, which addendum shall include the change in scope for the proposed purchase, the reduction in price and the new contract value.

3. If the proposed addendum is acceptable to the County, the County may award a contract within funds available to the lowest responsible Bidder based upon the amended bid.

4. If the County and the lowest responsible Bidder cannot negotiate a contract within available funds, all bids shall be rejected.

E. Product Evaluation/Testing

1. The Purchasing Division shall have the option to evaluate and/or test any item offered in this IFB prior to award of the contract. If the Purchasing Division elects to evaluate and/or test an item, the Bidder shall provide all samples required for evaluation and/or testing at no charge within seven calendar days of the request by the Purchasing Division. Samples shall be sent to:

County of Henrico, Virginia

Attention: Judi Whitt

Purchasing Division

8600 Staples Mill Road

Henrico, VA 23228

2. Upon the completion of the evaluation and/or testing by the Purchasing Division, the

Bidder shall be responsible for the pick-up/return freight of the samples. If return arrangements are not confirmed within seven (7) calendar days after notification from the https://henrico.gov/finance/divisions/purchasing

Purchasing Division that samples are available for return, the Purchasing Division reserves the right to dispose of said samples.

F. Qualifications

The Purchasing Division may, before awarding the Contract, require a bidder to submit evidence of its qualifications as may deemed necessary by the Purchasing Division and may consider any evidence available concerning the financial, technical and other qualifications and abilities of the Bidder.

G. Responsible Bidder Certification

a. “Responsible bidder” means a person who has the capability, in all respects, to perform fully the Contract requirements and the moral and business integrity and reliability that will assure good faith performance, and who has been prequalified, if required.

b. In determining whether a bidder is responsible, the County will consider whether the

Bidder has defaulted on any government contract in the last five years; whether any government has terminated a contract with the Bidder for cause in the last five years; and whether Bidder or any of its officers, directors, partners, or owners is currently barred from participating in any procurements by any federal, state, or local government agency.

c. If the Bidder fails to submit certifications or explanations in accordance with the

Certifications subsection under Section V, the County may deem the bid nonresponsive and reject it.

d. The Bidder must notify the County immediately if the Bidder discovers that its certification was erroneous when submitted or has become erroneous after bid submission, but prior to a Contract award.

e. The fact that the Bidder defaulted on a government contract in the last five years; the fact that a government terminated a contract with the Bidder for cause in the past five years; or the fact that the Bidder or any of its officers, directors, partners, or owners has been barred from bidding on contracts by any federal, state, or local government body will not necessarily result in the County deeming the Bidder nonresponsible.

f. If it is later determined that the Successful Bidder knowingly made a false certification, the

County may terminate the contract for cause.

H. Tie Bid

In the case of a tie bid, preference shall be given to goods produced in Virginia, goods or services provided by Virginia persons, firms or corporations; if such choice is available;

otherwise, the tie shall be resolved by the toss of a coin. In the case of a bid where goods are being offered, and preference for Virginia firms and/or products has already been considered, yet, there is still a tie bid, preference shall be given to the bidder whose goods contain the greatest amount of recycled content (Va. Code § 2.2-4324(C)), and should be decided by the toss of a coin if the preference for recycled content does not provide a winner.

VII. General Contract Terms and Conditions

A. Annual Appropriations

The contract resulting from this procurement (“Contract”) shall be subject to annual appropriations by the Henrico County Board of Supervisors. Should the Board fail to appropriate funds for this

Contract, the Contract shall be terminated when existing funds are exhausted. The Successful

Offeror (“Successful Offeror” or “Contractor”) shall not be entitled to seek redress from the

County or its elected officials, officers, agents, employees, or volunteers should the Board of

Supervisors fail to make annual appropriations for the Contract.

B. Antitrust

By entering into a contract, the Successful Bidder conveys, sells, assigns, and transfers to the

County of Henrico, 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 services purchased or acquired by the

County under the contract.

C. Artificial Intelligence Systems Clause

The following terms apply to any artificial intelligence system, as defined in the Advancing

American AI Act, section 7223(4) of Pub. L. 117-263 (“AI System”) provided or used in the

Successful Bidder’s performance of this contract.

1. If the Successful Bidder will provide or use an AI System owned and/or operated by a third party (“Service Provider”) in the Successful Bidder’s performance of this contract, the Successful Bidder is responsible for ensuring that the AI System conforms with this clause and the County’s Artificial Intelligence (AI) Policy found at:

https://employees.henrico.gov/employment/policies/section13/#1309. All AI Systems must conform to Virginia and federal law.

2. The County retains full ownership of, and will own, all data, information, personally identifiable information, or content (collectively, “Data”) submitted to the AI System by, or on behalf of, the County, including but not limited to user prompts, queries, instructions, system prompts, source data, documents, knowledge bases, and any other information or content submitted to the AI System by, or on behalf of, the County.

3. The County retains full ownership of, and will own, all Data generated by the AI System with County Data or County usage context, including but not limited to responses, results, analyses, anonymized data, derivative data, metadata, logs, synthetic data, and any other output or action produced by the AI System but excluding technical system-level data that contains no County Data or County usage context, such as performance metrics, token counts, and processing times.

4. The County retains full ownership of, and will own, all Custom Developments. The

Successful Bidder and Service Provider must dedicate Custom Developments to the

County’s exclusive use and treat Custom Developments (and all associated Data) as the

County’s confidential information. The Successful Bidder and Service Provider must not use, reproduce, or derive benefit from Custom Developments for any other purpose, or for any other party, without express written authorization from the County’s Department of Information Technology. The term “Custom Developments” means any design of or modifications, customizations, configurations, or enhancements to AI Systems or associated implementations or workflows, and any related work product or deliverables, in each case developed specifically for the County under this contract, including any modifications, customizations, configurations, or enhancements to AI Systems, or models as a result of model training or fine-tuning. The term “Custom Developments” excludes any background intellectual property existing prior to entry into this contract or developed independently by the Successful Bidder or Service Provider without use of or reference to the County’s confidential information or design specifications during the term of this contract.

https://employees.henrico.gov/employment/policies/section13/#1309

5. The Successful Bidder must use the County’s Data only to perform the specific requirements of the contract; provide technical support and maintenance as required to perform this contract; and provide such other services as may be expressly authorized in writing by the County’s Department of Information Technology. County Data and

County usage context must not be used to train the AI System or models.

6. To the extent the Successful Bidder or Service Provider obtains any intellectual property rights in County Data, or any improvements, enhancements, feedback, or derivative works thereof, the Successful Bidder assigns and transfers all such rights to the County effective immediately upon creation.

7. The Successful Bidder grants to the County an irrevocable, royalty-free, non-exclusive license to use the AI System for the duration of this contract for any lawful County purpose. This license includes the right to (i) operate and access the AI System through agreed-upon methods; (ii) input and receive Data; (iii) allow authorized County personnel and contractors to use the AI System; and (iv) integrate the AI System with the County’s systems as necessary for any lawful County purpose (except that County systems may not be connected to AI Systems without prior written approval from the County’s

Department of Information Technology). The AI System must not refuse to produce outputs or conduct analyses based on the Successful Bidder’s or Service Provider’s discretionary policies. This requirement does not require retraining of the model or alteration of model weights.

8. The Successful Bidder and Service Provider must implement reasonable technical, administrative, physical, and organizational safeguards to protect County Data from loss, damage, destruction, unauthorized alteration, or corruption, and prevent its unauthorized, accidental, or unlawful access, disclosure, use, or processing.

9. The Successful Bidder and Service Provider must implement “eyes off” Data handling procedures that restrict human review of County Data except as strictly necessary to provide the AI System for performance of this contract or respond to incidents (including ensuring that any human access to County Data must be logged, justified, and limited to the minimum necessary for functionality), and such access must be transparently logged and visible to the County.

10. The Successful Bidder and Service Provider must comply with the following Data localization requirements. The Successful Bidder and Service Provider (i) must not remove or allow removal of any County Data from the agreed-upon premises or authorized services and (ii) must not transmit, store, take, or access County Data, or allow

County Data to be transmitted, stored, taken, or accessed by any means outside the agreed-upon premises or authorized services, without express written consent from the

County’s Department of Information Technology.

11. The Successful Bidder and Service Provider must implement and maintain appropriate technical and organizational measures to ensure that all County Data is logically segregated from the Data of any non-County customer or client and not commingled with

Data of other customers or clients, and the Successful Bidder and Service Provider must provide adequate defense in depth through access controls, policy enforcement points, labeling, and/or encryption mechanisms and must perform continuous monitoring to protect against unauthorized access by external and internal threat actors, third parties, or disclosure resulting from human or machine error.

12. Upon completion, termination, or expiration of the contract, unless otherwise directed by the County in writing, the Successful Bidder and Service Provider must securely delete all County Data and any Custom Developments from the AI System and all its other systems and all copies, backups and derivatives thereof, and certify deletion to the

County in writing.

13. The County retains full ownership of, and will own, all feedback provided by the County to the Successful Bidder and/or Service Provider with respect to the AI System or

Custom Developments, regardless of whether feedback is provided by County personnel, the Successful Bidder, Service Provider, or through automated processes. If feedback includes County Data and/or confidential information, such feedback may not be used for system improvement or any other purposes (other than the performance of this contract).

14. The Successful Bidder must:

a. Disclose to the County all AI Systems used in performance of this contract.

b. Use only AI Systems developed and produced in the United States and that host all applications and data in the United States. The use of foreign AI Systems in the performance of this contract, including any AI components manufactured, developed, or controlled by non-U.S. entities, is prohibited.

c. Provide a means for the County to implement human oversight, intervention, and traceability (including disclaimers that the content was generated by an AI System).

If the AI System uses intermediary processing (such as reasoning, retrieval, or agentic processes), the AI System must summarize intermediary steps from Data input to Data output and make this information accessible through Data output, audit trail, and the user interface, if applicable. At a minimum, the AI System must provide

(i) summarized intermediate processing actions and decision points; (ii) model routing decisions with accompanying rationale; and (iii) retrieval methods employed, including complete source attribution with direct links and relevant excerpts from materials used in response generation.

d. Comply with Virginia’s security breach laws (including §§ 18.2-186.6 and 32.1-

127.1:05 of the Code of Virginia) in the event of any confirmed or suspected security incident.

D. Assignment of Contract

A contract shall not be assignable by the Successful Bidder in whole or in part without the written consent of the County.

E. Authorization to Transact Business in the Commonwealth

1. 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 or other business form must be authorized to transact business in the

Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title

50 of the Code of Virginia or as otherwise required by law.

2. A Bidder organized or authorized to transact business in the Commonwealth pursuant to

Title 13.1 or Title 50 of the Code of Virginia must include in its proposal the identification number issued to it by the State Corporation Commission (Attachment D). Any Bidder that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law must include in its bid a statement describing why the Bidder is not required to be so authorized.

3. A Bidder described in subsection 2 that fails to provide the required information shall not receive an award unless a written waiver is granted by the Purchasing Director, his designee, or the County Manager.

4. Any falsification or misrepresentation contained in the statement submitted by the Offeror pursuant to Title 13.1 or Title 50 of the Code of Virginia may be cause for debarment by the County.

5. Any business entity described in subsection 1 that enters into a contract with a public body must not allow its existence to lapse or allow its certificate of authority or registration to transact business in the Commonwealth if so required by Title 13.1 or Title 50 of the Code of Virginia to be revoked or cancelled at any time during the term of the contract.

F. Award of the Contract

The Successful Bidder must, within fifteen (15) calendar days after Contract documents are presented for signature, execute and deliver to the Purchasing office the Contract documents and any other forms or any other forms required by the IFB.

G. Changes to the Contract

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 and 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.

H. Compensation

1. The Successful Bidder must submit a complete itemized invoice for each item and/or service that are performed under the Contract. The Successful Bidder must include a unique identifying invoice number and the purchase order number on each invoice. The County shall pay the Successful Bidder for satisfactory compliance with the Contract within forty-five

(45) days after receipt of a proper invoice.

2. The County encourages the Successful Bidder to receive payments via ACH. The County utilizes a third-party payment network powered by Bank of America called Paymode-X.

This network allows the County to make ACH payments to vendors without retaining any financial information of that business. If interested, the Successful Bidder should visit https://www.paymode.com/henricocounty to register or for more information. The

Successful Offeror should register each payment address where ACH payments will be received. Once registered with Paymode-X, the verification process takes up to two weeks before ACH payments begin. All payments until then are issued via check.

I. Controlling Law and Venue

The Contract will be made, entered into, and shall be performed in the County and shall be governed by the applicable laws of the Commonwealth of Virginia without regard to its conflicts of law principles. Any dispute arising out of the Contract, its interpretations, or its performance shall be litigated only in the Henrico County General District Court or the Circuit Court of the

County of Henrico, Virginia.

https://www.paymode.com/henricocounty

J. Drug-Free Workplace to be Maintained by the Contractor (VA. Code §2.2-4312)

1. 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.

2. For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a contractor in accordance with the Virginia Public Procurement Act, 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.

K. Employment Discrimination by Contractor Prohibited

1. Contractor certifies to the County of Henrico, Virginia that it 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. 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 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-

4343.1E). During the performance of this Contract, the Contractor agrees as follows (Va.

Code § 2.2-4311):

a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or 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.

2. The Contractor will include the provisions of the foregoing subparagraphs (a), (b), and (c) in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

L. Employment of Unauthorized Aliens Prohibited

As required by Virginia Code §2.2-4311.1, the Contactor does not, and shall not during…