HRTAC-RFP-2027-02 Final.pdf

I-3092708.2

REQUEST FOR PROPOSALS

Tolling Consultant Services

HRTAC-RFP-2027-02

September 10, 2026

HRTAC-RFP-2027-02 1

REQUEST FOR PROPOSALS (RFP)

HAMPTON ROADS TRANSPORTATION ACCOUNTABILITY COMMISSION

RFP No: HRTAC-RFP-2027-02 ISSUE DATE: September 10, 2026

TITLE: Tolling Consultant Services

ISSUED BY: Hampton Roads Transportation Accountability Commission, Procurement Officer 723 Woodlake Drive, Chesapeake, VA 23320 Phone: (757) 420-8300

PURPOSE: The Hampton Roads Transportation Accountability Commission (HRTAC), a political subdivision of the Commonwealth of Virginia, is seeking proposals to provide a wide range of Tolling Consultant services in connection with HRTAC’s implementation and operation of electronic toll collections on the Hampton Roads Express Lane (HREL

NETWORK).

PERIOD OF CONTRACT: The original period of this contract will be for five (5) years from the date of the signed contract.

This contract may be renewed by HRTAC upon written agreement of both parties for up to two (2) successive one-year periods, under the terms of the current contract, and at a reasonable time (approximately 90 days) prior to the expiration.

SEALED PROPOSALS WILL BE RECEIVED UNTIL: October 7, 2026, 2:00 P.M. Eastern Daylight Time

All inquiries for information should be directed to HRTAC’s Procurement Office staff:

• Danetta M. Jankosky, Procurement Officer: djankosky@hrtac.org

All questions must be submitted in writing to Ms. Jankosky by the deadline noted in Section IV below. If necessary, HRTAC will seek to post any addenda on or by September 24, 2026, on the following website:

• https://hrtac.org/1273/Procurement

It shall be the responsibility of the prospective offeror to monitor the websites, or request a copy to be sent to them, for published addenda and to have all addenda signed by an authorized representative of the prospective offeror. All fully executed addenda must be returned to HRTAC along with the signed proposal (Appendix B, Form 3).

Deliver proposals by mail or hand delivery to:

Danetta Jankosky, Procurement Officer Hampton Roads Transportation Accountability Commission 723 Woodlake Drive Chesapeake, VA 23320

Or by email to:

djankosky@hrtac.org

NOTE: PLEASE REFERENCE “SECTION VI: PROPOSAL PREPARATION AND INSTRUCTIONS” FOR INSTRUCTIONS ON THE

SEQUENCE OF SUBMITTAL DATA IN YOUR PROPOSAL.

HRTAC fully complies with Title VI of the Civil Rights Act of 1964 and related statutes and regulations, as required. HRTAC will strive to provide reasonable accommodations and services for persons who require special assistance to participate in any public involvement opportunity. For more information on meeting accessibility or to obtain a Title VI Complaint Form, email TitleVI@HRTAC.org or call HRTAC Title VI Liaison at (757) 420-8300.

mailto:djankosky@hrtac.org mailto:djankosky@hrtac.org mailto:TitleVI@HRTAC.org

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TABLE OF CONTENTS

Request for Proposal No. HRTAC-RFP-2027-02

I. PURPOSE

II. BACKGROUND

III. SCOPE OF WORK

IV. SCHEDULE OF EVENTS

V. CONFLICTS AND QUESTIONS

VI. PROPOSAL PREPARATION AND INSTRUCTIONS

VII. SPECIFIC PROPOSAL INSTRUCTIONS

VIII. DISCLOSURE OF PROPOSAL CONTENTS

IX. SUBMITTAL PROCESS AND INFORMATION

X. SELECTION CRITERIA

XI. AWARD OF CONTRACT

XII. PRICING SCHEDULE

APPENDIX A

Section I – Required General Terms and Conditions

Section II - Special Terms and Conditions

APPENDIX B

Required Forms

ATTACHMENTS

Attachment 1A Nondiscrimination Contractor/Contractor/Supplier Agreement: USDOT 1050.2

Attachment 1B Nondiscrimination Contractor/Contractor/Supplier Agreement: USDOT 1050.2A

Attachment 2 Scope of Work

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I. PURPOSE

The Hampton Roads Transportation Accountability Commission (HRTAC), a political subdivision of the Commonwealth of Virginia, is seeking proposals to provide a wide range of Tolling Consultant services in connection with HRTAC’s implementation and operation of electronic toll collections on the Hampton Roads Express Lane (HREL) network. Toll pricing is dynamic and is based on real-time congestion on the facility. The HREL network is currently an HOV-2+ facility.

The tolling consultant must have knowledge of tolling operations in the Commonwealth of Virginia and must be able to provide examples supporting this knowledge.

II. BACKGROUND

Working closely with the Hampton Roads Transportation Planning Organization (HRTPO) and the Virginia Department of Transportation (VDOT), the Hampton Roads Transportation Accountability Commission (HRTAC) is undertaking a series of transportation infrastructure projects directly addressing regional traffic congestion and supporting public transportation in the region. HRTAC implements transportation funding priorities on the basis of a regional consensus with priority given to those projects that are expected to provide the greatest impact on reducing congestion for the greatest number of citizens.

The delivery of the HREL network is underway and will provide a continuous 45-mile network of high-occupancy tolled Express Lanes on I-64. The network extends on I-64 from west of Denbigh Boulevard in Newport News to the Bowers Hill Interchange in Chesapeake and is designed to transport motorists safely and efficiently through the Hampton Roads region while helping to provide more reliable travel times and alleviate congestion.

Currently, VDOT is responsible for tolling operation and maintenance of the tolled segments of the HREL network. Upon completion of the Hampton Roads Bridge Tunnel (HRBT) project, one segment of the HREL network, in 2027, HRTAC will assume responsibility for tolling operations and maintenance of the entire HREL network. HRTAC is currently pursuing a contract with VDOT under which VDOT would continue to perform the tolling operations and maintenance duties on behalf of HRTAC, with HRTAC oversight. The Tolling Consultant selected under this RFP would assist HRTAC with oversight and management of the HREL network as defined in the Scope of Work under Section III.

III. SCOPE OF WORK

The Scope of Work is included as Attachment 2.

IV. SCHEDULE OF EVENTS

HRTAC shall make every effort to adhere to the following schedule leading to the award of a contract; however, this schedule is subject to change. Known Offerors will be notified of significant schedule changes. Please monitor the following website for updated information:

https://hrtac.org/1273/Procurement

Action Responsibility Date Issuance of RFP Procurement Office Staff 09/10/2026 Submission of Questions Potential Offerors 2:00PM 09/17/2026 Addenda/Questions Published Procurement Office Staff 09/24/2026 Submission of Proposals Offerors 2:00PM 10/07/2026 Oral Presentations Offerors 11/05/2026 Post Intent to Award Procurement Office Staff 12/11/2026 Award Contract Procurement Office Staff 12/21/2026

*There WILL NOT be a Pre-Proposal Conference https://hrtac.org/1273/Procurement

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V. CONFLICTS AND QUESTIONS

Should there be conflicts between the proposal documents and the final contract, the final contract shall take precedence.

Interpretations and Requests for Substitution: Any Offeror in doubt as to the true meaning of any part of this Request for Proposals may submit a written request to the Procurement Office for an interpretation. The Offeror submitting a request will be responsible for its prompt and actual delivery. Any interpretation or approval will be made by addendum duly issued. A copy of such addendum will be posted on the appropriate website listed above. HRTAC will not be responsible for any other explanations or interpretations of such documents which anyone presumes to make. Only questions answered by formal written addenda will be binding; oral and other interpretations or clarifications will be without legal effect.

Offerors must submit every request for interpretation or clarification regarding the services to be provided in writing. Email requests must be sent to the Procurement Office staff listed on page 1 of this RFP. Requests transmitted by facsimile must be sent to the attention of “Procurement Office” at (757) 523-4881. To be given consideration, such questions/requests must be received on the date and time noted in Section IV. Any and all such interpretations, clarifications, and any supplemental instructions will be issued in the form of written addenda that will be posted on the designated website(s) prior to the proposal submission deadline. Failure to receive such addenda shall not relieve Offerors from any obligation under the proposal as submitted.

When inquiring, replying or forwarding, please list the RFP number in the subject line. This is used to direct the email or fax to the appropriate person so HRTAC may provide prompt service to your request when staff is not available.

VI. PROPOSAL PREPARATION AND INSTRUCTIONS

In order to be considered for selection, Offerors must submit a complete response to this solicitation. One (1) hard copy original (marked ORIGINAL) and one (1) electronic copy of the proposal in PDF format must be submitted to the Procurement Officer by 2:00 PM EST on October 7, 2026. No other distribution of the proposal shall be made by the Offeror.

A. Proposals shall be signed by an authorized representative of the Offeror. All information requested must be submitted. Failure to submit all information requested may result in staff requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Mandatory requirements are those required by law or such that they cannot be waived and are not subject to negotiation.

B. Offerors shall examine the RFP, shall exercise their own judgment as to the nature of the whole of the work to be done, and must assume all risk for any computations or statements made in completing the proposal.

C. Proposals should be prepared efficiently and economically, providing a straight-forward, concise description of capabilities to satisfy the requirement of the RFP. Emphasis should be placed on completeness and clarity of content. Elaborate brochures and excessive promotion materials are not required or desired.

D. Proposals should be organized in the order in which the requirements are presented in Section VII of the RFP. All pages of the proposal should be numbered. Each paragraph should reference the corresponding section of the RFP. It is also helpful to cite the paragraph number, sub-number, and repeat the text of the requirement as it appears in the RFP. If a response covers more than one page, the RFP section, paragraph number and sub-number should be repeated at the top of the next page. The proposal should contain a table of contents which cross references the RFP requirements. Information which the offeror desires to present that does not fall within an area of the requirement 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

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

E. Each copy of the proposal should be bound or contained in a single volume where practical. All documentation submitted with the proposal should be contained in this single volume, with the exception of proprietary information (see Form 8).

VII. SPECIFIC PROPOSAL INSTRUCTIONS

Proposals should be submitted as one (1) bound volume and one (1) electronic copy and be as thorough and detailed as possible so that HRTAC may properly evaluate the Offeror’s capabilities to provide the required goods/services. Please submit the information in the order indicated below. Offerors are required to submit the following as a complete proposal:

Complete proposals will be organized into three sections and provide the following information:

A. Section I - Required Forms (see Appendix B of RFP). All forms shall be signed and/or completed as required.

B. Section II – Technical Proposal. The Offeror shall provide a concise description of work experiences, resources, and capabilities as they relate to the Scope of Work (see Attachment 2) including but not limited to:

1. A brief history of the firm, including the number of years in business, the size of the firm, and the location of the office from which the work is to be done.

2. A statement of financial stability. Submit a copy of the most recent annual audited financial statement only if this is a public document.

3. Documentation showing a minimum of five years demonstrated experience with a focus on dynamic tolling, preferably with public sector/government organizations, and any other specialized services.

4. A brief description of your organizational structure.

5. A description of staff and other resources that will be assigned to this contract. Include those individuals’ years of experience with similar successful contracts comparable to the requirements contained in this solicitation and years with the Offeror.

6. A description of recommended approach and methodology to provide services required.

7. A description of Affirmative Action and DBE Participation. Offeror shall present documentation to describe its compliance with Federal and state nondiscrimination laws and regulations and its Small, Women-owned, and Minority-owned (SWaM) and Disadvantaged Business Enterprise (DBE) activities.

8. Exceptions to the RFP. Please provide any exceptions to the terms of this RFP that you feel are necessary in order to fulfill this solicitation.

C. Section III – Manufacturer’s Price List or Vendor’s Retail Price Sheet. Offerors are requested to include the Manufacturer’s Price List or Vendor’s Retail Price Sheet. Failure to provide the Manufacturer’s Price List or Vendor’s Retail Price Sheet may result in rejection of the proposal.

VIII. DISCLOSURE OF PROPOSAL CONTENTS

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Offerors should be aware that the terms of the contract awarded pursuant to the RFP are public information.

During the RFP submission and evaluation process, all proposals will be held in confidence and will not be revealed to or discussed with competitors, unless disclosure is required to be made by law or by court ruling.

HRTAC may use any or all ideas presented in any proposal. Selection or rejection of the proposal does not affect this provision.

IX. SUBMITTAL PROCESS AND INFORMATION

One (1) hard copy original (marked ORIGINAL) and one (1) electronic copy of the proposal in PDF-format shall be submitted. Facsimile copies will not be accepted. HRTAC will accept proposals until 2:00 p.m. on `October 7, 2026, email to djankosky@hrtac.org or delivered to:

Danetta Jankosky Procurement Officer Hampton Roads Transportation Accountability Commission 723 Woodlake Drive Chesapeake, VA 23320

Offerors that submit a response to this RFP may be required to make an oral presentation of their proposal with participation by key personnel. HRTAC reserves the right to request clarification of information submitted.

Failure to provide this additional information within a reasonable time period, as specified by HRTAC, shall be reason for the Offeror’s proposal to be considered non-responsive. These oral presentations usually take the form of a presentation by the Offeror, then a period of Q&A by the Evaluation Committee.

HRTAC shall not be responsible for any expense incurred by the Offeror in preparing and submitting a proposal, for answering any subsequent inquiries, interviews for evaluation or contract negotiations. All submissions are final and may not be withdrawn.

HRTAC will only provide information (or access to same) which is readily available and does not propose to prepare any special reports. HRTAC reserves the right to charge its normal fees for materials copied.

The right is reserved, as the interests of HRTAC may require, to revise and/or amend the specifications prior to the date set for acceptance of proposals; the acceptance date may be postponed if deemed necessary. Such revisions and amendments, if any, will be announced by an addendum to this solicitation on the website.

Late Proposals: To be considered for selection, proposals must be received in the Regional Building by the designated date and time (see Section IV). Proposals received after the date and time designated will be disqualified and will not be considered. HRTAC is not responsible for delays in the delivery of mail by the U.S.

Postal Service or private couriers. It is the sole responsibility of the Offeror to ensure that its proposal reaches HRTAC by the designated date and time. Receipt of the proposals scheduled during a period of suspended business operations will be rescheduled for processing at the same time on the next business day.

Irregular Proposals: Proposals shall be considered irregular and may be rejected for any of the following reasons unless otherwise prohibited by law:

• If there are unauthorized additions or conditional conditions, or irregularities of any kind which may tend to make the proposal incomplete, indefinite, or ambiguous as to its meaning.

• If the Offeror adds any provisions reserving the right to accept or reject any award, or to enter into a contract pursuant to an award.

• If the Offeror fails to meet the proposal specifications or is unresponsive to proposal specifications, questions, and/or terms.

• If the Offeror fails to include an authorized representative’s signature on company letterhead.

mailto:djankosky@hrtac.org

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Withdrawal or Revision of Proposals: An Offeror may, without prejudice, withdraw a proposal prior to the date and time specified for receipt of proposals by requesting such withdrawal in writing before the time set for receiving proposals. Telephonic communications for withdrawal shall not be accepted.

Any Offeror may modify their proposal by email communication at any time, provided such communication is received by HRTAC prior to the due date of proposals. The communication should not reveal the proposal price but should provide the addition or subtraction or other modification.

Proposal Acceptance Period: Any proposal in response to this solicitation shall be valid for ninety (90) days. At the end of the 90 days the proposal may be withdrawn at the written request of the offeror. If the proposal is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled.

Trade secrets or proprietary information must be submitted in a separate package by an Offeror in response to this Request for Proposal and shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Offeror 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 (§2.2-4342F of the Code of Virginia). NOTE: The entire proposal CANNOT be considered proprietary. Please reference Form 8 when replying to this section.

X. SELECTION CRITERIA

An Evaluation Committee composed of representatives of HRTAC will evaluate each proposal received and submit a recommendation to the Procurement Office. The Evaluation Committee will evaluate each proposal pursuant to HRTAC’s standard procedures for procurement through competitive negotiation. Selection will be made on the basis of the following factors and the results of any Oral Presentations, if presentations are scheduled (see Section IV). All factors will be scored solely on the Committee’s evaluation.

A. Evaluation of Proposals: The following evaluation criteria will be used to select the top proposal(s). If only one stands out, staff will begin negotiations with that Offeror. Should more than one stand out, the Offerors of the top proposals will be contacted for oral presentations. The Evaluation Committee will determine the final rankings following the Oral Presentations, and the top ranked firm will be contacted, and negotiations will begin. Should those negotiations fail, the second highest ranked firm will be contacted for negotiations to begin, and so forth until negotiations have been finalized.

Factor Point Value Relevant firm experience and technical expertise 35 Quality and clarity of the scope and methodology 15 Qualifications of assigned staff and key personnel 20 Past performance and references 10 Cost competitiveness 15 DBE/SWaM 5

Total 100%

B. After the Evaluation Committee’s initial evaluation of the proposals, the Committee may hold interviews with the top ranked Offerors. Offerors selected for an interview will be contacted at least two days before the Oral Presentation date noted in Section IV. Each Offeror’s presentation shall be limited to not more than 20 minutes. Any area of specific concern will be identified before the interview. HRTAC reserves the right to select a proposal based both on written proposals and the Oral Presentations, if scheduled (see Section IV).

XI. AWARD OF CONTRACT

A. Selection shall be made of one or more reasonable and responsive Offerors deemed to be fully qualified and best suited among those submitting proposals, on the basis of the factors involved in the request for proposal, including price if so stated. The evaluation criteria and Oral Presentations could both factor into this selection. Negotiations shall then be conducted with the highest ranked Offeror first and proceed until

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finalized. After evaluations have been completed, the Evaluation Committee shall recommend for contract award the Offeror that, in the Committee’s opinion, made the best proposal. Should the Committee determine, in writing, that only one Offeror is fully qualified or that one Offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that Offeror.

B. HRTAC reserves the right to reject any and all proposals and waive any and all informalities and the right to disregard all non-conforming or conditional proposals or counter proposals. HRTAC reserves the right to reject any proposals if investigation of such Offerors fails to satisfy HRTAC that such Offeror is properly qualified to carry out the obligations and to complete the work contemplated by the contract documents.

C. HRTAC may cancel this Request for Proposals at any time prior to an award and is not required to furnish a reason why a particular proposal was not deemed the most advantageous.

D. The RFP, including its venue, termination, and payment schedule provisions, shall be incorporated by reference into the contract documents as if its provisions were stated verbatim therein. Therefore, any exception to any provisions of the RFP shall be explicitly identified in a separate “Exceptions to RFP” section of the proposal for resolution before execution of the contract. In case of any conflict between the RFP and any other contract documents, the contract shall prevail. Notwithstanding anything to the contrary in this RFP or any resulting contract, to the extent professional services are procured or performed hereunder, and to the extent any provision of this RFP or any resulting contract conflicts with the Virgina Public Procurement Act (VPPA), the VPPA shall control. Please identify any “Exceptions to RFP.” In the case of any conflict between the proposal and any other contract documents, the contract shall take precedence.

E. Any and all proposals will be rejected if there is reason to believe that collusion exists among the Offerors.

The signature on the face of the proposal certifies that the proposal is made without prior understanding, agreement, or connection with any corporation, firm, or person also submitting a proposal for the same services and is in all respects fair and without collusion or fraud. Collusive bidding is a violation of the Virginia Governmental Frauds Act and federal law and can result in fines, prison sentences, and civil damage awards. Offeror’s signatory agrees to abide by all conditions of this proposal and certifies that he/she is authorized to sign the proposal.

XII. PRICING SCHEDULE:

Proposals shall provide pricing based on the requirements and terms set forth in the RFP. Pricing shall be all-inclusive covering every aspect of the contract including hourly rates by different labor categories. No additional fees shall be added unless authorized by HRTAC.

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APPENDIX A

SECTION I

REQUIRED GENERAL TERMS AND CONDITIONS

GOODS AND NONPROFESSIONAL SERVICES

A. VENDORS MANUAL

B. APPLICABLE LAWS AND COURTS

C. ANTI-DISCRIMINATION

D. ETHICS IN PUBLIC CONTRACTING

E. IMMIGRATION REFORM AND CONTROL ACT OF 1986

F. DEBARMENT STATUS

G. ANTITRUST

H. MANDATORY USE OF FORMS AND TERMS AND CONDITIONS FOR RFPs

I. CLARIFICATION OF TERMS

J. PAYMENT

K. PRECEDENCE OF TERMS

L. QUALIFICATIONS OF OFFERORS

M. TESTING AND INSPECTION

N. ASSIGNMENT OF CONTRACT

O. CHANGES TO THE CONTRACT

P. DEFAULT

Q. TAXES

R. INSURANCE

S. ANNOUNCEMENT OF AWARD

T. DRUG-FREE WORKPLACE

U. NONDISCRIMINATION OF CONTRACTORS

V. TERMINATION OF CONTRACT

W. INTENTIONALLY OMITTED

X. LITIGATION WITH HRTAC

Y. PRIOR DEFAULTED CONTRACTS

Z. CRIMINAL CONVICTIONS

AA. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH OF VIRGINIA

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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 the contract in their entirety.

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 in the Procurement Officer’s office and is accessible on the Internet at:

https://dgs.virginia.gov/procurement/policy-consulting--review/policy/ under “Vendors Manual.”

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 and any litigation with respect thereto shall be brought in an appropriate state court of jurisdiction in the City of Chesapeake, Virginia. 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 HRTAC that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Americans With Disabilities Act and Section 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 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, Section 2.2- 4343.1E).

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

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

a. The contractor will not discriminate against any employee or applicant for employment on the basis 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 advertisement 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 these requirements.

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: By submitting their proposals, offerors certify that they do not and will not during the performance of the contract employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986.

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F. DEBARMENT STATUS: By submitting their proposals, offerors certify that they are not currently debarred by the Commonwealth of Virginia from submitting bids or proposals on contracts for the type of goods and/or services covered by this solicitation, nor are they an agent of any person or entity that is currently so debarred.

G. ANTITRUST: By entering into a contract, the contractor conveys, sells, assigns, and transfers to HRTAC 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 HRTAC under said contract.

H. MANDATORY USE OF FORMS AND TERMS AND CONDITIONS FOR RFPs: Failure to submit a proposal on the official forms 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, HRTAC 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 must contact, in writing, the designated HRTAC representative whose name appears on the face of the solicitation by the date stated for questions. Any revisions to the solicitation will be made only by addendum issued by the Procurement Officer.

J. PAYMENT:

Payment of all fees charged as a result of services involved will be made as prescribed by industry standards.

K. PRECEDENCE OF TERMS: Paragraphs A-J of these General Terms and Conditions 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 take precedence. Nothing in this provision shall be construed to limit, waive, or supersede any requirement of the VPPA. To the extent any services procured or performed under this solicitation constitute professional services, and the extent any provision of this solicitation, the General Terms and Conditions, the Special Terms and Conditions, any proposal, or any resulting contract conflicts with the VPPA, the VPPA shall control.

L. QUALIFICATIONS OF OFFERORS: HRTAC 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 HRTAC all such information and data for this purpose as may be requested. HRTAC reserves the right to inspect offeror’s physical facilities prior to award to satisfy questions regarding the offeror’s capabilities.

HRTAC further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such offeror fails to satisfy HRTAC 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: HRTAC 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 advance written consent of HRTAC.

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 scope of the contract. An 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. HRTAC, acting through its Chair, Finance Committee Chair or Executive Director, may order changes within the general scope of the contract at any time by written notice to the contractor. Changes within

HRTAC-RFP-2027-02 12

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. The contractor shall be compensated for any additional costs incurred as a result of such order and shall give HRTAC a credit for any resulting 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 Procurement Officer’s right to audit the contractor’s records and/or to determine the correct number of units independently, or

c. If the parties fail to agree on an amount of an 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 the 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 the contract shall excuse the contractor from promptly complying with the changes ordered by HRTAC, acting through its Chair, Finance Committee Chair or Executive Director, 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, HRTAC, 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 HRTAC may have.

Q. TAXES: Sales to HRTAC are normally exempt from State sales tax. State sales and use tax certificates of exemption, Form ST-12, will be issued upon request. Deliveries against the contract shall usually be free of Federal excise and transportation taxes. HRTAC’s excise tax exemption registration number is: 47-1742163.

R. INSURANCE: By signing and submitting a proposal under this solicitation, the offeror certifies that, if awarded the contract, it will have the following insurance coverages at the time the contract is awarded. The offeror further certifies that the contractor and any subcontractors will maintain these insurance coverages during the entire term of the contract and that all insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

Coverages afforded under the required policies listed below shall not be canceled by the Contractor or allowed to lapse or expire. However, in the event that any insurance coverage required under the contract is canceled by the insurance company or lapses due to no fault of the Contractor, the Contractor shall provide HRTAC with not less than thirty (30) calendar days prior written notice that said insurance policy is to lapse or will be canceled due to no fault of the Contractor and restore said insurance policy with the same insurance company or obtain a replacement insurance policy that satisfies the insurance obligations required by the contract within thirty (30) calendar days from the date of any notice to the Contractor that its insurance policy has been canceled or lapsed.

HRTAC must be named as an additional insured on the insurance certificate reflecting Commercial General Liability and other insurance coverages.

INSURANCE COVERAGES AND LIMITS REQUIRED:

1. Worker’s Compensation – Statutory requirements and benefits.

2. Employer’s Liability - $100,000.

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3. Commercial General Liability: A minimum of $1,000,000 - Combined single limit. Commercial

General Liability is to include Premises/Operations Liability, Products and Completed Operations Coverage (to extend for 2 years past the work completion date).

4. Professional Liability Insurance: The Contractor shall maintain, during the life of the contract, such

Professional Liability Insurance, including Bodily Injury and Property Damage if excluded in Commercial General Liability coverage required above, as to protect the Contractor, the Contractor staff, or by any subcontractor or anyone directly or indirectly employed by either of them against claims for damages, including protection of the owner (HRTAC). The minimum acceptable limits of liability to be provided by such Professional Liability Insurance shall be as follows:

(1). $1,000,000 each incident (2). $2,000,000 aggregate

NOTE: If a contractor for professional services states there is property damage and bodily injury coverage equivalent to the above within the Professional Liability policy, that shall be specifically stated on the Insurance Certificate form.

S. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the Procurement Officer will publicly post such notice on HRTAC website:

http://www.hrtac.org/ for a minimum of 10 days.

T. DRUG-FREE WORKPLACE: During the performance of the 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 which 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.

U. NONDISCRIMINATION OF CONTRACTORS: A bidder, offeror, or contractor shall not be discriminated against in the solicitation or award of the contract on the basis of race, religion, color, sex, national origin, age, disability, or being a faith-based organization. If the award of the contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to the contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, HRTAC 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.

V. TERMINATION OF CONTRACT: HRTAC may terminate the contract for cause or for convenience after giving thirty (30) days notice in writing to the Contractor. The written notice shall state whether the termination is for cause or convenience.

http://www.hrtac.org/

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Termination for Cause: If the Contractor should breach the contract or fail to perform the services required by the contract, HRTAC may terminate the contract for cause by giving written notice or may give the Contractor a stated period of time within which to remedy its breach of contract by delivering a written Cure Notice to the Contractor. If the Contractor shall fail to remedy the breach within the time allotted by HRTAC, the contract may be terminated by HRTAC at any time thereafter upon written notice to the Contractor or, as an alternative, HRTAC may give such extension of time to remedy the breach as HRTAC determines to be in its best interest.

HRTAC’s forbearance in not terminating the contract for a breach of contract shall not constitute a waiver of the claim by HRTAC for the costs and expenses incurred in securing a replacement Contractor to fulfill the obligations of the contract. In the event a Cure Notice is required, HRTAC will use the address provided to HRTAC in bids or proposals. It shall be the contractor’s responsibility to notify HRTAC in writing within 10 days of knowing of a change of address. The written notice shall include HRTAC’s contract number and the effective date of the address change.

In the event the Contractor breaches the contract or fails to perform the services required by the contract, in addition to terminating the contract for cause, HRTAC reserves the right, in its sole discretion, to terminate for cause any other open contract the Contractor has with HRTAC.

Termination for Convenience: The contract may be terminated by HRTAC in whole or in part for the convenience of HRTAC without a breach of contract by delivering to the Contractor a written notice of termination specifying the extent to which performance under the contract is terminated and the effective date of the termination. Upon receipt of such a notice of termination, the Contractor must stop work, including, but not limited to, work performed by subcontractors and consultants at such time and to the extent specified in the notice of termination.

If the contract is terminated in whole or in part for the convenience of HRTAC, the Contractor shall be entitled to those fees earned for work done prior to the notice of termination and thereafter shall be entitled to any fees earned for work not terminated, but shall not be entitled to lost profits for the portions of the contract that were terminated. The Contractor will be compensated for reasonable costs or expenses arising out of the termination for the convenience of HRTAC for delivery to HRTAC of all products or services for which the Contractor has or will receive compensation.

Delivery of Materials: Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver to HRTAC all products or services for which the Contractor has been or will be compensated. Unless otherwise agreed to in writing, the Contractor shall deliver the materials to HRTAC within thirty (30) days of the Notice of Termination of the Contract. Failure to do so may result in action for “breach of contract” or “failure to perform.”

Compensation Due the Contractor: Upon such termination, the Contractor shall be entitled to the compensation accrued to the date of termination. Payment of the balance of the accrued compensation shall be dependent on the Contractor providing the required project material to HRTAC. Said fees which have been earned shall be billed to HRTAC in accordance with the normal billing process, but in no case later than sixty (60) days after the last work is performed. Any termination by HRTAC for default, found by a court of competent jurisdiction not to have been justified as a termination for default, shall be deemed a termination for the convenience of HRTAC.

W. INTENTIONALLY OMITTED.

X. LITIGATION WITH HRTAC: HRTAC in its sole discretion may choose not to make an award to an offeror who is in litigation with HRTAC at the time of proposal evaluation. This provision also applies if any parent company, principal, officer, or wholly owned subsidiary of the offeror is in litigation with HRTAC at the time of the proposal evaluation.

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Y. PRIOR DEFAULTED CONTRACTS: HRTAC in its sole discretion may choose not to make an award to an offeror who has previously defaulted on a contract with HRTAC. This provision also applies if any parent company, principal, officer, or wholly owned subsidiary of the offeror has previously defaulted on a contract with HRTAC.

Z. CRIMINAL CONVICTIONS: HRTAC in its sole discretion may choose not to make an award to an offeror if any principal, officer, director, or staff member of the firm assigned to work under a contract awarded pursuant to this solicitation has been convicted of any felony or of a misdemeanor involving moral turpitude in the past ten

(10) years.

AA. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH OF VIRGINIA: A contractor organized as a stock or non-stock corporation, limited liability company, business trust, or limited partnership or registered as limited liability partnership shall be authorized to transact business in the Commonwealth of Virginia as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

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APPENDIX A

SECTION II

SPECIAL TERMS AND CONDITIONS

GOODS AND NONPROFESSIONAL SERVICES

A. ADVERTISING

B. AUDIT

C. AVAILABILITY OF FUNDS

D. CONFIDENTIALITY OF PERSONALLY IDENTIFIABLE INFORMATION

E. CONTINUITY OF SERVICES

F. IDENTIFICATION OF BID/PROPOSAL ENVELOPE

G. INDEMNIFICATION

H. INDEFINITE DELIVERY/INDEFINITE QUANTITY

I. DBE’s SUBCONTRACTING AND REPORTING

J. PROJECTED REQUIREMENTS/ESTIMATED QUANTITIES

K. PROPOSAL ACCEPTANCE PERIOD

L. STATE CORPORATION COMMISSION IDENTIFICATION NUMBER

A. ADVERTISING: In the event a contract is awarded for services resulting from this proposal, no indication of such contract or the provision of services to HRTAC will be used in the contractor’s literature or advertising. The contractor shall not state in any of its advertising or product literature that HRTAC or any of its departments has purchased or uses its services.

B. AUDIT: The Contractor shall retain all books, records, and other documents relative to the contract for five (5) years after final payment, or until audited by HRTAC, whichever is sooner. HRTAC shall have full access to and the right to examine any of said materials during said period.

C. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that HRTAC shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of the contract.

D. CONFIDENTIALITY OF PERSONALLY IDENTIFIABLE INFORMATION: Contractor assures that information and data obtained as to personal facts and circumstances related to patients or clients shall be collected and held confidential, during and following the term of the contract, and shall not be divulged without the individual’s and HRTAC’s written consent and only in accordance with federal, state and city code. Contractors who utilize, access, or store personally identifiable information as part of the performance of a contract are required to safeguard this information and immediately notify HRTAC of any breach or suspected breach in the security of such information. Contractors shall allow HRTAC to both participate in the investigation of incidents and exercise control over decisions regarding external reporting. Contractors and their employees working on this project may be required to sign a confidentiality statement.

E. CONTINUITY OF SERVICES:

a. The contractor recognizes that the services under the contract are vital to HRTAC and must be continued without interruption and that, upon contract expiration, a successor, either HRTAC or another contractor, may continue them. The contractor agrees:

i. To exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

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ii. To make all HRTAC owned facilities, equipment, and data available to any successor at an appropriate time prior to the expiration of the contract to facilitate transition to successor.

iii. That HRTAC, acting through its Chair, Finance Committee Chair or Executive Director, shall have final authority to resolve disputes related to the transition of the contract from the contractor to its successor.

b. The contractor shall, upon written notice from the Procurement Officer, furnish phase-in/phase-out services for up to ninety (90) days after the contract expires and shall negotiate in good faith a plan with successor to execute the…