IFB 161083 Title Examination .pdf

Administrative Services/Procurement

Right of Way

IFB TITLE EXAMINATIONS,

TITLE INSURANCE,

AND TITLE CERTIFICATION

IFB #161083

Issue Date: July 9, 2026 INVITATION FOR BIDS IFB# 161083

Title: TITLE EXAMINATIONS, TITLE INSURANCE, AND TITLE CERTIFICATION

Commodity Code(s): 94646 – Escrow & Title Services

Location Where Work Will Be Performed: Statewide

Issuing Agency: Commonwealth of Virginia

Virginia Department of Transportation (VDOT)

Contract Officer: Kareem Rahman

Email:

Kareem.Rahman@vdot.virginia.gov

Phone: (804) 786-0346

NOTE TO BIDDERS

Prebid Conference: A Pre-Bid Conference will not be held.

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

Virtual Public Bid Opening Date and Time: 2:00PM EST on July 20, 2026. Refer to Solicitation Section VIII.2 for instructions on how to participate.

REMINDERS

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

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

A. VA STATE CORPORATION COMMISSION FORM

B. SUBCONTRACTOR APPROVAL REQUEST

C. NORMAL AND EMERGENCY CONTACTS

D. REFERENCES

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

mailto:Kareem.Rahman@vdot.virginia.gov

IFB TITLE EXAMINATIONS,

TITLE INSURANCE,

AND TITLE CERTIFICATION

Administrative Services Division

Invitation For Bids IFB # 161083

IFB TITLE EXAMINATIONS, TITLE INSURANCE, AND TITLE CERTIFICATION

TABLE OF CONTENTS PAGE

I. PURPOSE 1

II. QUESTIONS REGARDING THIS INVITATION FOR BID 1

III. GENERAL DEFINITIONS 1

IV. SPECIFICATIONS 1

V. PRE-BID CONFERENCE 5

VI. METHOD FOR PAYMENT 5

VII. INVOICING 5

VIII. BIDDER’S INSTRUCTIONS AND PUBLIC BID OPENING 5

IX. GENERAL TERMS AND CONDITIONS 6

X. SPECIAL TERMS AND CONDITIONS 13

ATTACHMENTS

A. VA State Corporation Commission – Fillable Form

B. Subcontractor Approval Request – Fillable Form

C. Normal and Emergency Contacts – Fillable Form

D. References – Fillable Form

E. Property Information Attachments

• i. Location Map

• ii. VAL Maps

• iii. Source Deeds (not all-inclusive)

REFERENCED TRAININGS

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

2. General Term and Condition CC: Link to VDOTU. Log in and search for “VDOT Workplace Civility

Training https://www.dhrm.virginia.gov/public-interest/contractor-sexual-harassment-training https://virtualcampus.vdot.virginia.gov/

IFB TITLE EXAMINATIONS,

TITLE INSURANCE,

AND TITLE CERTIFICATION

I. PURPOSE:

The Virginia Department of Transportation (herein referred to as “VDOT”) is soliciting bids from qualified firms to provide

Title Examinations, Title Insurance, and Title Certifications from qualified firms to adequately address the acquisition of the

Norfolk Southern rail line from Front Royal to Broadway, and more particularly defined as the rail corridor between approximate MPB 51.0 near Front Royal in Warren County, VA and MPB 99.5 (formerly CW 99.5) near Broadway in

Shenandoah County, VA . These services will include, as further set forth below: title examinations, title insurance, and title certification in accordance with the terms and conditions of this IFB (collectively known as “Services”).

PERIOD OF CONTRACT: From Date of Award through four (4) months (nonrenewable).

II. QUESTIONS REGARDING THIS INVITATION FOR BIDS:

Any questions regarding this invitation for bid shall be addressed to Kareem Rahman at kareem.rahman@vdot.virginia.gov.

The issuing office shall determine whether any addendum should be issued as a result of any questions or other matters raised. Provide questions no later than 1:00PM EST on July 14, 2026.

III. GENERAL DEFINITIONS:

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

IV. SPECIFICATIONS:

The Contractor shall furnish all labor, travel, and incidentals necessary to perform the Services described herein. The required Services may include, but shall not be limited to, one or more of the following tasks:

A. Performing a title examination. The Contractor may use prior title examinations or polices, in their discretion and at their own risk, but in any event the Contractor is responsible for conducting, at a minimum, a full title examination. A full title examination is defined as examining title back to the source deed beyond 60 years. Title shall be certified by

Contractor’s Staff Counsel or Licensed Title Insurance Agent and provide evidence of professional liability insurance.

VDOT reserves the right to determine if the professional liability insurance coverage is sufficient. Title examinations will be comprehensive, unless specified otherwise in the Scope of Work, and shall include, but not be limited to:

1. Parcel identification number

2. Legal description

3. Current assessment value

4. Current tax amount and status

5. Deed(s) / Chain of Title

6. Open mortgages

7. Mortgage related documents (e.g. assignments, subordinations)

8. List of documents found relating to partial rights to subject property during the time period searched (e.g. mineral rights, agricultural rights, life estates)

9. Open recorded judgments

10. Open recorded liens

11. Recorded probate documents

12. Recorded foreclosure filings

13. Bankruptcy filing(s) mailto:kareem.rahman@vdot.virginia.gov.

IFB TITLE EXAMINATIONS,

TITLE INSURANCE,

AND TITLE CERTIFICATION

14. Recorded easements and/or restrictions

15. All other properly recorded documents affecting the subject property

16. Notation of discrepancies found within search related documents

17. Merger Documents

18. Leases

19. Financing statements

20. Proffers, zoning restrictions or Special Use Permits where there is an enforceable obligation on the owner to convey property for public (or highway) use or where such a condition is about to become enforceable.

21. Other information (divorce settlements, estates, etc.)

B. Preparing and delivering a title report or title insurance commitment. The title report or commitment shall include all encumbrances, such as outstanding mortgages, liens, covenants, restrictions, easements, and rights-of-way, applicable to the property and must identify any discrepancies about the property’s boundaries.

The Contractor shall furnish revised reports or commitments in a timely manner at no additional cost, when it is determined that such reports or commitments require clarification or revision of form, facts, reasonable conclusions, and so forth. The commitment must agree to issue an owner's policy of title insurance in standard American Land Title Association (“ALTA”) marketability of title format without exception to unfiled mechanics' and material men’s liens.

When requested, Contractor shall provide an insured closing letter from the title insurance company issuing the title insurance policy. Any provision providing for binding arbitration shall be removed through endorsement. In preparation of such commitment, when VDOT is obtaining a survey, the Contractor shall cooperate and assist with the VDOT’s surveyor in preparation of such survey. All exceptions for easements or other like encumbrances upon the property must be specifically located on the survey provided by VDOT, if the location can be determined from the document. Similarly, if an existing recorded survey is being relied upon for the legal description, the Contractor must determine, when reasonably discernible from the document, whether an exception for an easement or other like encumbrance affects the property. In the event two or more parcels are to be conveyed by the same grantor, the commitment shall specifically recite whether such parcels are contiguous and shall clearly identify to which parcels any exceptions are applicable.

C. Underwriting Authority. Dependent upon circumstances, a variety of endorsements providing affirmative title insurance coverage may be required. In this regard, the Contractor must have the authority to make major underwriting decisions for the title insurance company, providing insurance coverage or, at a minimum, possess a thorough knowledge of underwriting standards and the ability and authority to negotiate promptly special title insurance coverage with the underwriters for the title insurance company. In addition, without limitation, the Contractor should be able to delete exceptions to title coverage typically contained on Schedule B of the standard ALTA owner's policy, such as boundary discrepancies that would be identified by an accurate survey, easements not of record, parties in possession, etc.

D. Providing copies. Provide copies of the most recent source deeds along with any mergers or name changes that reflect current owner(s) and all documents that give rise to title exceptions, (including a copy of any survey/plat attached to them), and that are shown or noted on the title report. It is anticipated that there are approximately over 300 source deeds

(this estimate may not be all inclusive). The cost of copies shall be included in the hourly rate.

E. Furnishing legal descriptions. Contractor shall assist in furnishing or revising legal descriptions based upon (i) investigation, (ii) a new survey, or (iii) a subdivision or consolidation of one or more parcels in connection with conveyance, if applicable.

F. Issuing a title insurance policy. Issuing a standard ALTA owner's title insurance policy (most current form) consistent with the commitment, which shall include deleting any exceptions noted in the commitment that are resolved or modified at or prior to closing. Any provision providing for binding arbitration shall be removed through endorsement. If non-contiguous parcels are being acquired, a separate policy shall be issued for each parcel.

G. Property Information Attachments: The are several attachments available in eVA to include the VAL Maps for the

Railroad property, a list of the source deeds (not all-inclusive), and a Location Map of the area that the services are being

IFB TITLE EXAMINATIONS,

TITLE INSURANCE,

AND TITLE CERTIFICATION

requested for. All of these attachments serve to aid the bidders with an understanding of the area the work is being requested for.

H. Title Rate Insurance Schedule. Title Insurance Premiums shall be reimbursed at actual cost, once purchase price is determined, with prior written authorization from the Agency and shall not be included in the hourly rate pricing. Rate schedules shall be submitted with the bidder’s bid or within 24 hours of VDOT’s request.

All Services shall be performed in full compliance with all applicable federal, state and local law, rules and regulations.

No Service shall be performed that would constitute the practice of law (For guidance, see the Virginia State Bar’s

“Unauthorized Practice of Law (UPL) Guidelines for Real Estate Settlement Agents” posted at https://vsb.org/Site/Site/lawyers/settlement-agents.aspx?hkey=a1e95ebd-3e63-4d19-b445-1239f6e515c8). Each contractor shall endeavor to conduct itself, and shall perform the services hereunder, to the best of its ability and in accordance with latest issuance of the American Land Title Association’s “Title insurance and Settlement Company Best

Practices”.

I. Title Examination Cost: The bidder shall submit an hourly rate price inclusive of all services, materials, document copies, fees, etc., needed to complete the full title examination of the property defined in the scope and referenced in the map attachments. This rate shall be entered on the eVA bid line.

J. Mileage Reimbursement for Travel: There may be some travel required to review court records in person. All travel must be pre-approved by the VDOT Contract Administrator. Mileage for pre-approved travel is reimbursable up to the current mileage rates in accordance with State of Virginia, Department of Transportation’s Travel Regulations.

K. Progress Report: The Contractor shall submit a biweekly progress report to the VDOT Contract Administrator. The format of the progress report will be identified by VDOT at the time of award. The progress report shall, at a minimum, detail the work completed and the estimated number of hours to complete and finalize the title examination report..

V. PRE-BID CONFERENCE:

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

INVITATION FOR BID.

VI. METHOD FOR PAYMENT:

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

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

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

VII. INVOICING:

Invoices shall be submitted on a monthly basis to the address as listed below. Invoices shall include the contract number, purchase order number, itemized quantities, unit price, and extended costs based on the contract pricing schedule. No payment will be made for work in progress on the prescribed payment dates. Work completed will be verified in writing by a

VDOT Representative on an agreeable format.

https://vsb.org/Site/Site/lawyers/settlement-agents.aspx?hkey=a1e95ebd-3e63-4d19-b445-1239f6e515c8 https://www.irs.gov/newsroom/irs-sets-2026-business-standard-mileage-rate-at-725-cents-per-mile-up-25-cents mailto:eVACustomerCare@DGS.Virginia.gov mailto:edi@doa.virginia.gov

IFB TITLE EXAMINATIONS,

TITLE INSURANCE,

AND TITLE CERTIFICATION

Virginia Department of Transportation

Right of Way & Utilities Division

ATTN: Matt Southall

1221 East Broad Street

Richmond, VA 23219

In lieu of mailing, invoices may be submitted as an attachment via email to Matthew.Southall@vdot.virginia.gov

VIII. BIDDER’S INSTRUCTIONS AND PUBLIC BID OPENING:

1. BID SUBMISSION – INSTRUCTIONS:

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

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

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

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

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

It is the responsibility of the Bidder to ensure the bid and all required attachments are properly completed, readable and uploaded to eVA by the date and time deadline stated on the electronic solicitation posting. Bidders should allow sufficient time to account for any technical difficulties they may encounter during online submission or uploading of documents. In the event of technical difficulties, suppliers should contact eVA Customer Care at 1-866-289-7367 or via email at eVACustomerCare@DGS.Virginia.gov.

2. PUBLIC BID OPENING:

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

A virtual public bid opening will be hosted by a VDOT representative at 2:00PM EST on July 20, 2026.

Microsoft Teams meeting

Join: https://teams.microsoft.com/meet/28106540805185?p=ftWTNmpFteWW3fJ6aF

Meeting ID: 281 065 408 051 85

Passcode: NN9P3iq9

Dial in by phone

+1 434-230-0065,,142574176# United States, South Hill

Find a local number

Phone conference ID: 142 574 176#

Join on a video conferencing device

Tenant key: commonwealthofvirginia@m.webex.com

Video ID: 111 783 608 1 mailto:XXXbusinesssupportgroup@vdot.virginia.gov https://eva.virginia.gov/index.html https://eva.virginia.gov/supplier-training-materials.html https://www.youtube.com/watch?v=KSxcAkOekW0 mailto:eVACustomerCare@DGS.Virginia.gov https://teams.microsoft.com/meet/28106540805185?p=ftWTNmpFteWW3fJ6aF tel:+14342300065,,142574176 https://dialin.teams.cloud.microsoft/69fbdf03-a314-4206-b210-d4d007632545?id=142574176

IFB TITLE EXAMINATIONS,

TITLE INSURANCE,

AND TITLE CERTIFICATION

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

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

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

IX. GENERAL TERMS AND CONDITIONS:

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

Virginia”.

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

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

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

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

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

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

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

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

IFB TITLE EXAMINATIONS,

TITLE INSURANCE,

AND TITLE CERTIFICATION

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

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

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

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

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

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

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

E. IMMIGRATION REFORM AND CONTROL ACT OF 1986: Applicable for all contracts over $10,000:

By entering into a written contract with the Commonwealth of Virginia, the Contractor certifies that the Contractor does not, and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

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

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

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

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

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

H. MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS FOR IFBs: Failure to submit a bid on the official state form provided for that purpose shall be a cause for rejection of the bid. Modification of or additions to any portion of the Invitation for Bids may be cause for rejection of the bid; however, the Commonwealth reserves the right to decide, on a

IFB TITLE EXAMINATIONS,

TITLE INSURANCE,

AND TITLE CERTIFICATION

case-by-case basis, in its sole discretion, whether to reject such a bid as nonresponsive. As a precondition to its acceptance, the

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

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

J. PAYMENT:

1. To Prime Contractor:

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

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

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

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

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

e. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be resolved in accordance with Code of Virginia, § 2.2-4363 and -4364. Upon determining that invoiced charges are not reasonable, the Commonwealth shall notify the contractor of defects or improprieties in invoices within fifteen (15) days as required in Code of Virginia, § 2.2-4351. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute

(Code of Virginia, § 2.2-4363).

2. To Subcontractors:

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

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

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

b. The contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven (7) days following receipt of payment from the Commonwealth, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-

IFB TITLE EXAMINATIONS,

TITLE INSURANCE,

AND TITLE CERTIFICATION

tier contractor performing under the primary contract. A contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Commonwealth.

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

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

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

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

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

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

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

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

Conditions shall apply.

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

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

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

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

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

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

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

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

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

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

IFB TITLE EXAMINATIONS,

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

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

P. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Commonwealth may terminate this agreement after verbal or written notice without penalty. Upon termination the Commonwealth may procure the goods or services contracted for from other sources and hold the contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the Commonwealth may have.

Q. TAXES: Sales to the Commonwealth of Virginia 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 this contract shall usually be free of Federal excise and transportation taxes. The Commonwealth’s excise tax exemption registration number is 54-73-0076K.

If sales or deliveries against the contract are not exempt, the contractor shall be responsible for the payment of such taxes unless the tax law specifically imposes the tax upon the buying entity and prohibits the contractor from offering a tax-included price.

R. USE OF BRAND NAMES: Omitted.

S. TRANSPORTATION AND PACKAGING: Omitted.

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

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

Virginia State Corporation Commission.

MINIMUM INSURANCE COVERAGES AND LIMITS:

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

2. Employer’s Liability - $100,000.

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

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

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

V. DRUG-FREE WORKPLACE: Applicable for all contracts over $10,000:

During the performance of this contract, the contractor agrees to (i) provide a drug-free workplace for the contractor's employees;

(ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over

$10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

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

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

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

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

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

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

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

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

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

https://eva.virginia.gov/

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

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

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

Z. SET-ASIDES IN ACCORDANCE WITH THE SMALL BUSINESS ENHANCEMENT AWARD PRIORITY: 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. DSBSD-certified micro businesses or small businesses also includes DSBSD-certified women-owned and minority-owned businesses when they have received the DSBSD small business certification. For purposes of award, bidders shall be deemed micro businesses or small businesses if and only if they are certified as such by DSBSD on the due date for receipt of bids.

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

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

CC. CIVILITY IN STATE WORKPLACES: The contractor shall take all reasonable steps to ensure that no individual, while performing work on behalf of the contractor or any subcontractor in connection with this agreement (each, a “Contract Worker”), shall engage in 1) harassment (including sexual harassment), bullying, cyber-bullying, or threatening or violent conduct, or

2)discriminatory behavior on the basis of race, sex, color, national origin, religious belief, sexual orientation, gender identity or expression, age, political affiliation, veteran status, or disability.

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

Contract Worker has received such training.

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

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

Commonwealth reasonably believes to have violated this Section.

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

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DD. CONTRACT EXTENSIONS: In the event that the original term and all renewals of the contract expire prior to the award for a new contract for similar goods and/or services, the Commonwealth of Virginia may, with written consent of the Contractor, extend this contract for such a period as may be necessary to afford the Commonwealth of Virginia, a continuous supply of the identified goods and/or services.

EE. FORCED OR INDENTURED CHILD LABOR: Applicable in all solicitations and contracts over $10,000: During the performance of this contract the use of forced or indentured child labor is prohibited. Any Prime Contractor shall include such prohibition in every subcontract that exceeds $10,000 and shall be binding upon each subcontractor or vendor.

For the purposes of this section, “forced or indentured child labor” means all work or service exacted from any person younger than 18 years of age under the menace of any penalty for the nonperformance of such work or service and for which such person does not offer himself voluntarily or performed by any person younger than 18 years of age pursuant to a contract the enforcement of which can be accomplished by process or penalties.

X. SPECIAL TERMS AND CONDITIONS

1. ADVERTISING: In the event a contract is awarded for supplies, equipment, or services resulting from this invitation for bid, no indication of such sales or services to the Virginia Department of Transportation (VDOT) shall be used in the contractor's product literature, press releases or advertising nor shall the contractor state in any of its advertising, press release or product literature that the Commonwealth of Virginia or VDOT has purchased or uses its products or services. The contractor also shall not include VDOT in any client list in advertising and promotional materials.

2. AUDIT: The Contractor shall retain all books, documents, papers, accounting records, subcontracting records, and other evidence supporting any of…