Escrow Agent Services RFP 2024 - FINAL-ROUND 1.pdf

REQUEST FOR PROPOSAL

(RFP)

Issue Date: 10/04/24 RFP# 409:10-04-24

Title: Small Business Set-Aside Award Priority - Escrow Agent Services

Commodity Code: 94646

Issuing Agency: Commonwealth of Virginia

Department of Energy (Virginia Energy)

3405 Mountain Empire Rd.

Big Stone Gap, VA 24219

Using Agency and/or Location

Where Work Will Be Formed Department of Energy (Virginia Energy)

Virginia Gas and Oil Board

3405 Mountain Empire Rd

Big Stone Gap, VA 24219

Initial Period of Contract: From January 1, 2025 Through December 31, 2025__with the option to renew for nine successive one-year renewal periods.

Sealed Proposals Will Be Received Until 1:00 PM October 28, 2024 For Furnishing The Services Described Herein.

All Inquiries for Information Should Be Directed To: Megan Sturgill Email: megan.sturgill@energy.virginia.gov.

IF PROPOSALS ARE MAILED, SEND DIRECTLY TO ISSUING AGENCY SHOWN ABOVE. IF PROPOSALS ARE HAND DELIVERED, DELIVER TO:

3405 Mountain Empire Road, Big Stone Gap, VA 24219 Buchanan Smith Building 1st Floor Receptionist

Street Address Building Floor Room No.

In compliance with this Request for Proposal (RFP) and all conditions imposed in this RFP, the undersigned firm hereby offers and agrees to furnish all services in accordance with the attached signed proposal or as mutually agreed upon by subsequent negotiation, and the undersigned firm hereby certifies that all information provided below and in any schedule attached hereto is true, correct, and complete.

*DSBSD-certified Small Business No.

Name and Address of Firm:

Date:

By:

(Signature in Ink

Zip Code: Name:

eVA Vendor ID or DUNS #: (Please Print)

Fax Number ( ) Title:

E-mail Address: Telephone Number: ( )

Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, §2.2-4343.1 or against a bidder or offeror because of race, religion, color; sex, national origin, age, disability, sexual orientation, gender identity, political affiliation, 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.e in General Terms and Condition C. Such a request shall be in writing and explain why an exception should be made in that invitation to bid or request for proposal.

mailto:megan.sturgill@energy.virginia.gov

TABLE OF CONTENTS FOR RFP# 409:10-04-24

PAGE

I. PURPOSE 3

II. BACKGROUND 3

III. STATEMENT OF NEEDS 3 - 6

IV. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS 6 - 8

V. EVALUATION AND AWARD CRITERIA 8 - 9

VI. REPORTING AND DELIVERY INSTRUCTIONS 9 - 11

VII. PREPROPOSAL CONFERENCE 11

VIII. GENERAL TERMS AND CONDITIONS 11 - 18

IX. SPECIAL TERMS AND CONDITIONS 18 - 23

X. METHOD OF PAYMENT 23

XI. PRICING SCHEDULE 23-24

XII. ATTACHMENTS 24

(A) Vendor Data Sheet 25

(B) Small Business Subcontracting Plan 26-27

(C) State Corporation Commission Form 28

I. PURPOSE: The purpose of this Request for Proposal (RFP) is to solicit sealed proposals to establish a contract through competitive negotiation for the purchase of Escrow

Agent Services solicited by the Virginia Department of Energy, herein referred to as

Virginia Energy, for use by the Virginia Gas and Oil Board, herein referred to as the

Board. Contractor is to account for and make electronically available, funds held in escrow by the Board.

II. BACKGROUND: The Board directs the pooling of conflicting interests in conventional and coalbed methane gas well units under the provisions of § 45.2-1620 and § 45.2-

1622 of the Code of Virginia. Virginia Gas and Oil Laws and Regulations links can be found at: https://www.energy.virginia.gov/public/Laws-and-Regulations.shtml

The Virginia Gas and Oil Board escrow account has been established for many years. The escrow account originally held the funds pertaining to conflicting owners, unknown/unlocatable owners as well as any pending litigation on ownership of property to conventional or coalbed methane gas reserves. After laws and regulation changes, the account now only accepts royalty interests for owners that have ownership determination issues (cloud on title, pending litigation, etc.) Escrowed funds are held until the ownership dispute has been resolved and the funds will be paid out to the rightful royalty owners. Much of the money currently being held in the account are for owners that have not provided a W-9 form to allow the escrow agent to disburse the funds. When funds are ready to disburse, the gas operator will submit a disbursement petition to the Virginia Gas and Oil Board. After approval of the petition, the Board will issue a disbursement order that will be sent to the escrow agent authorizing disbursement of the funds to the rightful owner(s). The amount paid to the owners is based upon their percentage of acreage ownership in the gas unit.

The escrow account currently contains proceeds from approximately 406 gas units. Each account will stay open until all ownership in the unit is resolved and/or a W-9 form is provided by the owner(s) for the proceeds being held in the escrow account. If ownership is not resolved, unit proceeds will continue to be held in the escrow account for a considerable duration.

III. STATEMENT OF NEEDS:

A. GENERAL

1. The Contractor shall perform all services as described herein unless the Contractor can explain in detail that the deviation would be of material benefit to the Board and provide services at least equal to that specified.

2. The Contractor shall establish one interest bearing escrow account (herein, the principle escrow account) in the name of the Board for the purposes of investment of funds. The Contractor will divide the Unit accounts into two major areas and be responsible for sub-account payment receipts for the following two groups:

(A) Escrow Account Summary - Royalty Interest Payments and Working Interest Payments for gas owners that make an election option to participate with the gas production company.

(B) No W-9 Account Summary – Payments Withheld. No W-9 form is on file with the bank. Funds were disbursed from escrow, but a W-9 is required for payment.

The sub-accounts will be designated by a Virginia Gas and Oil Board (VGOB) number issued by the Board and show details including, but not limited to:

a. The VGOB number

b. The unit or Well name

c. Unit Operator

d. The beginning balance

e. Deposits into working interest funds

f. Deposits into royalty interest funds

g. Monthly applied investment interest

h. Fees charged against the escrow account

i. Disbursements by sub-account

j. Transfer to No W9 Spreadsheet

k. Corrections

l. The closing balance reflecting the previous month’s business for each sub-account.

The principle escrow account will be invested and managed by the Contractor that follows Board approved investment directions. It is the responsibility of the Contractor to tract and recommend, from time to time, new investment opportunities.

3. The Contractor shall receive and accept for deposit, all funds paid by the unit operators and cost(s) associated with the well unit paid by participating owners, consistent with the supplemental orders from the Board into the escrow sub-account(s).

4. The Contractor shall deposit the revenue of any escrow account as directed by the Board. Absent direction from the Board, funds are to be invested in obligations of the U. S. Government, U. S.

Treasury Bills.

5. The Contractor shall reinvest any earned income in the investment vehicle(s) approved by the Board.

Absent direction from the Board, funds are to be invested in obligations of the U. S. Government, U.

S. Treasury Bills.

6. The Contractor shall provide accounting in accordance with the supplemental order for a unit when an applicant has applied for a request for the withdrawal of funds. The Contractor shall further account for the amount of funds attributable to any conflicting interest subject to a request for withdrawal of funds less escrow fees.

7. The Contractor shall not accept or hold for deposit any funds from unit operators or participating owners for which there has not been established a subaccount by order of the Board and/or for which there is not referenced a VGOB number issued by the Board.

8. The Contractor shall not disburse any funds without an order from the Board and proper tax forms from those parties being disbursed.

9. The Contractor shall submit to the Board and be responsible for all federally required forms, including but not limited to any annual tax reporting required for the Board’s Escrow Account and 1099 reporting.

10. The Contractor shall be responsible for crediting electronic deposits made to each account from the institutions on the due date and shall be responsible for sending advises or confirmations to appropriate parties within 3 business days thereafter, when so ordered by the Board.

11. The Contractor shall verify on a monthly basis the deposits made, the Escrow Payments Uploads that are uploaded into the Virginia Energy Gas and Oil e-forms system.

12. The Contractor shall not combine funds pertaining to these escrow accounts established pursuant to any resulting contract with the Board with any other business the agent may have direction over.

13. The Contractor shall maintain the monthly accounting of each unit that is submitted monthly by the operator for approval by the Contractor. This shall be accomplished within 60 days of the operator’s submittal.

14. The Contractor shall be available to meet with the Board on a quarterly basis. The VGOB meetings are held at 3405 Mountain Empire Road, Big Stone Gap, Virginia every third Tuesday of each month.

15. The Contractor shall accept and consolidate all information transferred from the current Contractor according to Section III A.2 of this RFP.

16. In the event that any contract pursuant to this RFP is terminated by either the Contractor or the Board, identify the standard operating procedures and time frames involved in which the transfer of monies and account information to the successor would be executed.

17. In addition to the insurance requirements specified in the General Terms and Conditions, the successful Offeror must have in force a fidelity insurance policy from an underwriter licensed to do business in and acceptable to the Commonwealth.

B. SERVICE REQUIREMENTS

1. Procedures: The Contractor and the Board jointly may establish routine procedures within the scope of these specifications for delivery of the services described herein. Such procedures are subject to the Board’s approval.

2. Hours of Operations: The Contractor shall be available to discuss services during hours compatible with the Board’s working schedule to include, but not limited to Monday through Friday, 8am-

5pm.

3. Changes in Accounts: The Contractor shall notify the Board immediately in writing whenever any problems arise with the accounting, management or reporting of the escrow account.

4. Account Inquiries: The Contractor shall be responsive to inquiries from the Board, staff of the

Board, designated operators or the escrow bank regarding account status, including interest postings, account balances and credit/debit information.

5. Bank or Accounting Firm: The Contractor shall be a firm or business that is located in and licensed to do business in the Commonwealth of Virginia.

IV. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS

A. GENERAL REQUIREMENTS:

1. RFP Response: In order to be considered for selection, offerors must submit a complete response to this

RFP. Regarding mailed or hand-delivered submittals: One (1) bound original, four (4) bound paper copies and 1 electronic copy of each proposal must be submitted to Virginia Energy. Regarding eVA submittals:

one electronic copy of each proposal must be submitted to Virginia Energy. No other distribution of the proposal shall be made by the offeror.

2. Proposal Preparation:

a. Proposals shall be signed by an authorized representative of the Offeror. All information requested should be submitted. Failure to submit all information requested may result in the purchasing agency requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals which are substantially incomplete or lack key information may be rejected by Virginia Energy. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

b. Proposals should be prepared simply and economically providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be placed on completeness and clarity of content.

c. Proposals should be organized in the order in which the requirements are presented in the RFP.

All pages of the proposal should be numbered. Each paragraph in the proposal should reference the paragraph number of the corresponding section of the RFP. It is also helpful to cite the paragraph number, sub-letter and repeat the text of the requirement as it appears in the RFP.

If a response covers more than one page, the paragraph number and sub-letter should be repeated at the top of the next page. The proposal should contain a table of content which cross references the RFP requirements. Information which the Offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material.

Proposals that are not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed.

d. As used in this RFP, the terms "must", "shall", "should" and “may” identify the criticality of requirements. "Must" and "shall" identify requirements whose absence will have a major negative impact on the suitability of the proposed solution. Items labeled as "should" or “may” are highly desirable, although their absence will not have a large impact and would be useful, but are not necessary. Depending on the overall response to the RFP, some individual "must" and "shall" items may not be fully satisfied, but it is the intent to satisfy most, if not all, "must" and "shall" requirements. The inability of an Offeror to satisfy a "must" or "shall" requirement does not automatically remove that Offeror from consideration; however, it may seriously affect the overall rating of the Offerors’ proposal.

e. Each copy of the proposal shall be bound or contained in a single volume where practical. All documentation submitted with the proposal shall be contained in that single volume.

f. Ownership of all data, materials and documentation originated and prepared for the

Commonwealth pursuant to the RFP shall belong exclusively to the Commonwealth and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the offeror must invoke the protections of § 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data is submitted. The written notice must specifically identify the data or materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable and will result in rejection of the proposal. If, after being given reasonable time the offeror refuses to withdraw an entire classification designation, the proposal will be rejected.

3. Oral Presentation: Offerors who submit a proposal in response to this RFP may be required to give an oral presentation of their proposal to Virginia Energy and/or the Board. This will provide an opportunity for the offeror to clarify or elaborate on the proposal. This is a fact finding and explanation session only and does not include negotiation. The issuing agency will schedule the time and location of these presentations.

Oral presentations are an option of the purchasing agency and may or may not be conducted.

B. SPECIFIC PROPOSAL INSTRUCTIONS:

Proposals should be as thorough and detailed as possible so that Virginia Energy and/or the Board may properly evaluate your capabilities to provide the required services. Offerors are required to submit the following items as a complete proposal:

1. Return the RFP cover sheet and all addenda acknowledgments, if any, signed and filled out as required.

2. Vendor Data Sheet, included as an attachment to the RFP, and other specific items or data requested in the RFP.

3. A written narrative statement to include:

a) Experience in providing the services described herein.

b) Names, qualifications and experience of personnel to be assigned to the project and services.

c) Resumes of staff to be assigned to the project.

d) Financial responsibility/security of the Offeror. Describe the nature and extent of your financial coverage. At a minimum the Offeror must meet the limits detailed in the General Terms and

Conditions

e) Geographic location of the Offeror. The offeror should include a street address of the office(s) proposed to materially handle the work, and should detail the methods that office will use to communicate with and support the Board.

4. Specific plans for providing the proposed services including:

a) List of proposed equipment or in-house systems, degree of automation and how the equipment/systems will be utilized to provide the services requested to include operating parameters, illustrations, permanent record retention, internal controls, etc.

b) What, when and how the service will be performed.

c) Time frame for completion (if not otherwise specified by the agency in the statement of needs).

5. Proposed Price. Indicate in the pricing schedule, Section XI of the RFP, if provided.

6. Small Business Subcontracting Plan – Attachment D

7. State Corporation Commission Form: Attachment E

8. Proposed approach to work which addresses at a minimum: Method of attributing deposits, interest, disbursements and expenses to VGOB sub-accounts; posting schedules; disbursement (check issuance) procedures; security; required reporting; etc.

9. All Offerors are encouraged to be as creative as possible in responding to this RFP. Based on the review of the background information, discuss any creative approaches to this service which have not been specifically requested or which would enhance efficiency or reduce costs. Include in this deliverable requirement the Contractor’s attitude toward innovation, flexibility, control and problem solving communication, relationship management, consulting and commitment to customers.

V. EVALUATION AND AWARD CRITERIA:

A. EVALUATION CRITERIA: Proposals shall be evaluated by Virginia Energy using the following criteria:

POINT

VALUE

1. Adequacy of the proposed approach to the work with respect to: 30 Account Security Clarity of accounting procedures Proposed reporting formats (as presented within the proposal) Reporting requirements

2. Ability to perform the services and complete the reports within required 30 time frames

3. Small Business Subcontracting Plan 20

4. Experience and qualifications of personnel assigned to perform the 15 services.

5. Price (Reasonableness of annual fees). 5

TOTAL 100

B. AWARD OF CONTRACT: The Commonwealth shall engage in individual discussions with two or more offerors deemed fully qualified, responsible and suitable on the basis of initial responses and with emphasis on professional competence, to provide the required services. Repetitive informal interviews shall be permissible. Such offerors shall be encouraged to elaborate on their qualifications and performance data or staff expertise pertinent to the proposed project, as well as alternative concepts. At the discussion stage the public body may discuss non-binding estimates of total project costs, including, but not limited to, life-cycle costing, and, where appropriate, non-binding estimates of price for services. Proprietary information from competing offerors shall not be disclosed to the public or to competitors. At the conclusion of the informal interviews, on the basis of evaluation factors published in the Request for Proposals and all information developed in the selection process to this point, the purchasing agency shall select, in the order of preference, two or more offerors whose professional qualifications and proposed services are deemed most meritorious. Negotiations shall then be conducted, beginning with the offeror ranked first. If a contract satisfactory and advantageous to the purchasing agency can be negotiated at a price considered fair and reasonable, the award shall be made to that offeror. Otherwise, negotiations with the offeror ranked first shall be formally terminated and negotiations conducted with the offeror ranked second, and so on, until such a contract can be negotiated at a fair and reasonable price. The Commonwealth reserves the right to make multiple awards as a result of this solicitation. Should the Commonwealth determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that offeror.

VI. REPORTING AND DELIVERY INSTRUCTIONS:

A. Scheduled Reporting

1. Monthly Activity Reports:

a) On or before the 15th of each month, the Contractor shall provide a synopsis of all activities relative to sub-accounts for the previous month, as established by Board Order. These reports should contain the following information:

i. The VGOB number

ii. The unit or well name

iii. Unit operator

iv. The beginning balance

v. Deposits into working interest funds

vi. Deposits into royalty interest funds

vii. Monthly applied investment interest

viii. Fees charged against the escrow account

ix. Disbursements by sub-account

x. Transfer to No W9 Spreadsheet

xi. Corrections

xii. The closing balance reflecting the previous month’s business for each sub-account.

b) On or before the 15th of each month, the Contractor shall provide a synopsis of all activities relative to sub-accounts with no W-9 provided for the previous month, as established by

Board Order. These reports should contain the following information:

i. Account Number

ii. Unit Name

iii. Docket Number

iv. Unit Operator

v. First and Last Name

vi. Full Address

vii. The beginning balance

viii. Deposits into royalty interest funds

ix. Fees charged against the escrow account

x. Disbursements by sub-account

xi. The closing balance reflecting the previous month’s business for each sub-account.

The monthly reports must be in spreadsheet format and shall be transmitted electronically via the

Program Area of Gas and Oil eForms system. Reference:

https://www.energy.virginia.gov/dgoeforms/frmMain.aspx?ctl=204.

c) Copies of the activities and disbursement reports affecting each operator may be forwarded to that operator as ordered by the Board.

2. Quarterly Reports:

a) At the VGOB meeting following the end of a calendar quarter (April, July, October, January), the Contractor will provide to the Board a brief report outlining all activity of the preceding quarter. The report will follow the same or similar format that includes items detailed in A. 1.

a. above. The report should be in printed form with 10 copies provided and/or electronic form if approved by the Board. Also, a representative of the Contractor may be required to appear before and report to the Board at its next regularly scheduled meeting at the Board’s discretion.

b) At the VGOB meeting of each month following the end of a calendar quarter (April, July, October, January), the Contractor will provide to the Board a list of all parties who received disbursements during the previous quarter. The report shall list all checks (cashed or uncashed), identified by check number, VGOB number, date of payment, payee, address of payee, and amount paid, that have been paid during the quarter.

c) At the VGOB meeting of each month following the end of a calendar quarter (April, July, October, January), the Contractor will provide to the Board quarterly totals of all itemized fees charged to the escrow fund.

3. Yearly Reporting:

a) The Contractor shall be responsible for and shall submit to the Board and/or on behalf of the Board all reports required by the U. S. Internal Revenue Service including, but not limited to, any annual tax reporting requirements or 1099 reporting to recipients of disbursements from the account.

b) The Contractor shall maintain all account activity in an electronic file/database to properly document and report upon request all transactions in an audit report covering the term of the contract.

B. On-Demand Reporting and Delivery

1. The Contractor shall, on request of the Board or any Designated Operator, provide a record of all deposits, interest credits and other activity attributed to any sub-account that is to be submitted to the Board for disbursement. The Contractor will communicate this information directly to

Designated Operators.

https://www.energy.virginia.gov/dgoeforms/frmMain.aspx?ctl=204

2. Within 30 calendar days of receipt of a fully executed and recorded Board Order directing disbursement of funds, the Contractor will, using information in the Order, calculate disbursement amount(s), issue check(s) and mail check(s) to recipient(s) at address(es) provided in the Order.

Upon issuing checks, the Contractor will provide the Board with photocopies of each check.

3. The Contractor will communicate with the Board as needed to ensure efficient operations.

C. Reporting and Delivery to Account Claimants and the Public

1. The Contractor will have no responsibility for answering inquiries, providing data, revealing account balances, or other reporting to any parties other than the Board, the Escrow Bank, and Designated

Operators as detailed in the subsections, above. Any inquiries by other parties shall be referred to the Board.

2. The Contractor will be required to perform a reconciliation of transferred funds, to be certified within thirty (30) days of receipt of transfer from the current Contractor as to the integrity of the funds and amounts. The Contractor will be assigning interest and fees on a tract by tract basis;

using the tract by tract records supplied by the operators at the time of disbursement.

VII. PREPROPOSAL CONFERENCE

Not applicable

VIII. 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 www.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 proposals, offerors 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 B-3 With Disabilities Act and § 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for http://www.eva.virginia.gov/ 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).

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, 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 proposals, offerors certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other offeror, supplier, manufacturer or subcontractor in connection with their proposal, 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:

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 RFPs: Failure to submit a proposal on the official state form provided for that purpose may be a cause for rejection of the proposal. Modification of or additions to the General Terms and Conditions of the solicitation may be cause for rejection of the proposal; however, the Commonwealth reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal.

I. CLARIFICATION OF TERMS: If any prospective offeror has questions about the specifications or other solicitation documents, the prospective offeror 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: The contractor shall report the monthly fees for any and all services performed during the previous month to the Board. The payment to the Contractor shall not exceed monthly interest applied to the account. Payments to the Contractor shall be authorized by the Board. Fees charged will be transferred to the Contractor from the Escrow Account.

a. Invoices for items ordered, delivered and accepted, if any, shall be submitted by the contractor directly to the payment address shown on the purchase order/contract. Any invoices submitted 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. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be resolved in accordance with

Code of Virginia, § 2.2-4363 and -4364. Upon determining that invoiced charges are not reasonable, the

Commonwealth shall notify the contractor of defects or improprieties in invoices within fifteen (15) days as required in Code of Virginia, § 2.2-4351.,. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2-4363).

2. To Subcontractors:

a. Within seven (7) days of the contractor’s receipt of payment, 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, except for amounts withheld as stated in (2) above. The date of the transfer of any payment is deemed to be payment to the contractor. 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 OFFERORS: The Commonwealth may make such reasonable investigations as deemed proper and necessary to determine the ability of the offeror to perform the services/furnish the goods and the offeror shall furnish to the Commonwealth all such information and data for this purpose as may be requested. The Commonwealth reserves the right to inspect offeror’s physical facilities prior to award to satisfy questions regarding the offeror’s capabilities. The Commonwealth further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such offeror fails to satisfy the Commonwealth that such offeror is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

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

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

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

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

2. The Purchasing Agency may order changes within the general scope of the contract at any time by written notice to the contractor. Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation. The contractor shall comply with the notice upon receipt, unless the contractor intends to claim an adjustment to compensation, schedule, or other contractual impact that would be caused by complying with such notice, in which case the contractor shall, in writing, promptly notify the Purchasing Agency of the adjustment to be sought, and before proceeding to comply with the notice, shall await the Purchasing Agency's written decision affirming, modifying, or revoking the prior written notice. If the Purchasing Agency decides to issue a notice that requires an adjustment to compensation, the contractor shall be compensated for any additional costs incurred as the result of such order and shall give the Purchasing Agency a credit for any savings. Said compensation shall be determined by one of the following methods:

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

b. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the contractor accounts for the number of units of work performed, subject to the

Purchasing Agency’s right to audit the contractor’s records and/or to determine the correct number of units independently; or

c. By ordering the contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The contractor shall present the

Purchasing Agency with all vouchers and records of expenses incurred and savings realized. The Purchasing

Agency shall have the right to audit the records of the contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the

Purchasing Agency within thirty (30) days from the date of receipt of the written order from the Purchasing

Agency. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Vendors Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the contractor from promptly complying with the changes ordered by the Purchasing Agency or with the performance of the contract generally.

P. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Commonwealth, after due oral or written notice, may procure them 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. INSURANCE: By signing and submitting a bid or proposal under this solicitation, the bidder or offeror 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 or offeror further certifies that the contractor and any subcontractors will maintain these insurance coverages 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:

Profession/Service Limits

Accounting $1,000,000 per occurrence, $3,000,000 aggregate

R. 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

(www.eva.virginia.gov) for a minimum of 10 days.

S. 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.

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

U. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION, CONTRACTS, AND ORDERS: The eVA Internet electronic procurement solution, web site portal www.eVA.virginia.gov, streamlines and automates government purchasing activities in the Commonwealth. The eVA portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services to the

Commonwealth shall participate in the eVA Internet e-procurement solution by completing the free eVA

Vendor Registration. All bidders or offerors must register in eVA and pay the Vendor Transaction Fees specified below; failure to register will result in the bid/proposal being rejected.

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

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

(i) DSBSD-certified Small Businesses: 1%, capped at $500 per order.

(ii) Businesses that are not DSBSD-certified Small Businesses: 1%, capped at $1,500 per order.

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

For orders issued prior to July 1, 2014, the vendor transaction fees can be found at www.eVA.virginia.gov.

The specified vendor transaction fee will be invoiced, by the Commonwealth of Virginia Department of

General Services, typically within 60 days of the order issue date. Any adjustments (increases/decreases) will be handled through purchase order changes.

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

W. SET-ASIDES IN ACCORDANCE WITH THE SMALL BUSINESS ENHANCEMENT AWARD PRIORITY: This solicitation is set-aside for award priority to DSBSD-certified micro businesses or small businesses when designated as “Micro Business Set-Aside Award Priority” or “Small Business Set-Aside Award Priority” accordingly in the solicitation.