1800 Limerick Street Alexandria, VA 22314 alexrenew.com

Board of Directors John Hill, Chair

James Beall, Vice Chair Rebecca Hammer, Sec’y-Treas

Moussa Wone Mark Schofield

Chief Executive Officer Justin Carl, PE

General Counsel Amanda Waters

Invitation to Bid (ITB) for:

Natural Gas

ITB 27-005

October 14, 2026 Bids shall only be submitted electronically on www.eVA.Virginia.gov in accordance with Instructions to Bidders on or before 2:00 PM ET, November 3, 2026 Paper copies will not be accepted.

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

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Natural Gas AlexRenew 27-005

TABLE OF CONTENTS

1 INSTRUCTIONS TO BIDDERS

2 SCOPE OF WORK/SPECIFICATIONS

3 CONTRACT TERMS AND CONDITIONS

4 INSURANCE REQUIREMENTS

5 BID FORM AND ATTACHMENTS

Attachments:

ATTACHMENT A: BID FORM

ATTACHMENT B: BIDDER REFERENCES

1. INSTRUCTIONS TO BIDDERS

1.1 Background

Established in 1952 by the Alexandria City Council, AlexRenew’s mission is to clean wastewater to protect public health and Alexandria’s waterways. AlexRenew is governed by an Alexandria City Council-appointed five-member citizen Board of Directors and is a political subdivision of the Commonwealth of Virginia created under the Virginia Water and Waste Authorities Act. AlexRenew is an independent, special-purpose government unit with administrative and fiscal independence from the City of Alexandria. AlexRenew serves more than 300,000 people in the City of Alexandria and parts of Fairfax County, Virginia. It currently maintains capital assets valued at approximately $1.2 billion and treats approximately 38 MGD (up to 116 MGD during wet weather) of wastewater at its water resource recovery facility (WRRF), located in Alexandria, Virginia.

The purpose of this solicitation is to obtain bids from qualified sources for the Provision of Natural Gas in accordance with the specifications, terms, and conditions listed below.

1.2 Distribution of Solicitation Documents and Bidder’s Responsibilities

The distribution of this Invitation for Bids (ITB), all addenda, and responses to questions will be posted to the AlexRenew website https://alexrenew.com/procurement and the Commonwealth of Virginia eVA website https://mvendor.cgieva.com/Vendor/public/AllOpportunities.jsp The date and time of posting on AlexRenew website shall be the date and time of the official issuance or notification of the ITB or any modification to the solicitation process.

It is the bidder’s responsibility to determine the accuracy and /or completeness of the solicitation documents upon which it relied in making its bids, and has an affirmative obligation to notify the Purchasing Agent immediately upon discovery of an apparent or suspected inaccuracies, errors, or omissions.

1.3 Procurement Schedule

AlexRenew anticipates conducting the Procurement in accordance with the list of milestones outlined in the table below. These milestones are subject to revision, and AlexRenew, at its sole discretion, reserves the right to modify the milestones as it finds necessary.

Date and Time Activity

October 14, 2026 Issue ITB

October 20, 2026 by 2:00 PM ET Deadline to Submit Questions

October 27, 2026 Last Day for AlexRenew to Issue Addenda

November 3, 2026 by 2:00 PM ET Bids Due

1.4 Bidder’s Minimum Qualifications

Bidders must demonstrate that they have the resources and capability to provide the materials and services as described herein. All bidders must submit the documentation indicated below with their bids. Failure to provide any of the required documentation shall be the cause for bids to be deemed non-responsible and rejected.

The following criteria shall be met in order to be eligible for this contract:

https://alexrenew.com/procurement https://mvendor.cgieva.com/Vendor/public/AllOpportunities.jsp

A. Bidder shall be currently licensed by VA SCC to be a competitive energy provider in Virginia.

B. Bidder shall be an approved member of Washington Gas Customer Choice Program.

1.5 Contact Information

All questions relating to this solicitation shall be submitted via email to purchasing@alexrenew.com.

The subject line of the email must state the following: ITB No. 27-005 Questions.

Questions should be succinct and must include the submitter’s name, title, company name, and telephone number. Prior to the award of a contract resulting from this solicitation, bidders are prohibited from contacting AlexRenew staff other than the Purchasing Agent.

No questions will be considered if they are submitted after October 20, 2026 AT 2:00 PM.

If any questions or responses require revisions to this solicitation as it was originally published, such revisions will be by formal addendum only. Bidders are cautioned that any written, electronic, or oral representations made by any AlexRenew representative or other person that appear to change materially any portion of the solicitation shall not be relied upon unless subsequently ratified by a written addendum to this solicitation posted on AlexRenew's website.

1.6 Competition Intended

This solicitation was issued using the Competitive Sealed Bidding procurement process as defined and authorized in the Virginia Public Procurement Act (VPPA) § 2.2-4302.1. The Contract(s) resulting from this solicitation shall be subject to the terms and conditions as set forth herein, or elsewhere in AlexRenew and Commonwealth of Virginia rules and regulations.

It is AlexRenew’s intent that this ITB permits competition. It shall be the Bidder’s responsibility to advise the Purchasing Agent in writing if any language, requirement, specification, etc. or any combination thereof, inadvertently restricts or limits the requirements stated in this ITB to a single source. Such notification must be received by Purchasing Agent no later than fifteen (15) days prior to the date set for acceptance of bids.

1.7 Bid Form Submission

All bids shall be submitted through eVA (eVA.Virginia.Gov/) Supplier Portal. Bid responses shall conform to instructions in this document. The required Bid Form provided in the solicitation must be fully completed and signed by a person authorized to make legally binding commitments on behalf of the bidder. Wet ink and electronic signatures are accepted. A bidder’s failure to submit a bid with a fully completed Bid Form, using the Bid Form provided in this solicitation, shall be cause for rejection of that bidder’s bid.

Modification of or additions to the Bid Form may be cause for rejection of the bid; however, AlexRenew reserves the right to decide, on a case by case basis, in its sole discretion, whether or not to reject such a bid as nonresponsive. As a precondition to bid acceptance, AlexRenew may, in its sole discretion, request that the bidder withdraw or modify any such modifications or additions which do not affect quality, quantity, price, or delivery.

Bids and all documents related to this solicitation submitted to AlexRenew by a bidder or a prospective bidder shall, upon receipt by AlexRenew, become the property of AlexRenew.

Submission of a signed Bid Form is certification by the respective bidder that it read the solicitation documents carefully and fully intends to comply with all the requirements stated in the solicitation or by law. Bidders further certify that it will accept an award made to it as result of the submission.

1.8 Exceptions

Bidders taking exception to any part or section or term of this solicitation, including, by way of illustration and not limitation, the Scope of Work/Specifications, the special conditions, and any attachments or references hereto or thereto, shall indicate such exceptions on the Bid Form. Failure to indicate any exceptions shall be interpreted as the bidder's intent to fully comply with the solicitation as written. However, conditional or qualified bids with such exceptions, unless specifically allowed in this solicitation, are subject to rejection in whole or in part as nonresponsive.

1.9 Nonconforming Terms and Conditions

If a bidder submits with its bid alternate terms and conditions that do not conform to the terms and conditions in this solicitation, the bid will be subject to rejection for unresponsiveness. AlexRenew reserves the right to permit the bidder to withdraw nonconforming terms and conditions from its bid prior to a determination by AlexRenew of unresponsiveness as a result of the submission of nonconforming terms and conditions. Bidders are advised to submit any alternate terms and conditions prior to the question deadline. If AlexRenew finds proposed modifications acceptable, those modifications will be incorporated in a solicitation Addendum.

1.10 Alternate Bid

Bidders who have other items they wish to offer in lieu of, or in addition to, what is required by this solicitation shall submit a separate bid clearly marked “Alternate Bid”. Alternate bids will be automatically deemed nonresponsive and will not be considered for award. Such bids will, however, be examined prior to awarding the contract contemplating herein and may result in either cancellation of all bids in order to permit rewriting of the solicitation to include the alternate item in a rebid or the alternate item may be considered for future requirements.

1.11 Informalities

AlexRenew reserves the right to waive minor defects or variations from the exact requirements of the solicitation in a bid insofar as those defects or variations do not affect the price, quality, quantity, or delivery schedule of the services being procured. If insufficient information is submitted for AlexRenew to properly evaluate the bid by a bidder; AlexRenew reserves the right to require such additional information as it may deem necessary after the bid opening time and date, provided that the information requested does not change the price, quality, quantity, or delivery schedule for the goods and or services being procured.

1.12 Unbalanced and Conditional Bids

“Unbalanced bid” is a bid which includes a number of items or alternates to be added or deleted for which a bidder quotes higher prices on items expected to be ordered in higher quantities than those used for bid evaluation, and/or low prices on items the bidder believes will be ordered in smaller quantities.

“Mathematically unbalanced bid” is a bid in which each item does not carry its share or proportion of the cost of work plus profit, or one in which there are nominal prices for some work and higher prices for other work.

Bidders are cautioned not to unbalance their bids. AlexRenew reserves the right to reject any bid that is decisively unbalanced.

1.13 Discounts

Discounts contingent on payment of invoices by AlexRenew within a stipulated period of time will be accepted as a component of a bid, but will not be considered by AlexRenew when evaluating bid prices or when making an award.

1.14 Errors in Extension

Where the unit price and the extension price are at variance, the unit price will prevail.

1.15 Use of Brand Names; “Or Equivalent” Bid

Not Used.

1.16 Expenses Incurred in Preparing Bid

AlexRenew accepts no responsibility for any expense incurred by any bidder in the preparation and presentation of a bid. All expenses related to a bid are the sole responsibility of the bidder.

1.17 Site Investigation and Conditions Affecting the Work

A. Each bidder acknowledges by submitting a bid that it has taken steps reasonably necessary to ascertain the nature and locations of the work of the solicitation, and that it has investigated and satisfied itself as to the general and local conditions and factors which can affect the work or its cost, including but not limited to:

1. Conditions bearing upon transportation, disposal, handling, and storage of materials;

2. The availability of labor, water, electric power, and roads;

3. Uncertainties of weather, floods, or similar physical conditions at the site;

4. The conformation and conditions of the ground; and

5. The character of equipment and facilities needed before and during work performance.

B. Each bidder also acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work publicly or otherwise available, as well as from the drawings and specifications made a part of this solicitation. Any failure of a bidder to take the actions described and acknowledged in this paragraph will not relieve the bidder from responsibility for estimating properly the difficulty and cost of successfully performing the work without additional expense to AlexRenew.

C. The locations of existing utilities, including underground utilities, which may affect the work, are indicated on the drawings or in the specifications insofar as their existence and location were known at the time of preparation of the drawings. However, nothing in these drawings or specifications shall be construed as a guarantee that such utilities are in the location indicated or that they actually exist, or that other utilities are not within the area of operations. The bidder shall make all necessary investigations to determine the existence and locations of such utilities. The bidder will be held responsible for any damage to and maintenance and protection of existing utilities and structures, of both public and private ownership. However, if it is determined that such existing utility lines or structures require relocation or reconstruction or any other work beyond normal protection or as called for in the Contract Documents, then such additional work will be ordered under the terms of the clause entitled “Changes in Work.”

D. AlexRenew assumes no responsibility for any conclusions or interpretations made by the bidder based on the information made available by AlexRenew. AlexRenew assumes no responsibility for any understanding reached or representation made concerning conditions which can affect the work by any of its officers or agents before the execution of the contract, unless that understanding or representation is expressly stated in the Contract.

1.18 Qualification of Bidders

Each bidder may be required, before the award of contract, to show to the complete satisfaction of the Purchasing Agent that it has the necessary facilities, ability, and financial resources to comply with the contract and furnish the service, material, or goods specified herein in a satisfactory manner. Each bidder may also be required to provide past history and references which will enable the Purchasing Agent to be satisfied as to the bidder’s qualifications. Failure to qualify according to the foregoing requirements will justify bid rejection by AlexRenew.

1.19 Debarment Status

The bidder shall indicate, in the space provided on the Bid Form, whether or not it, or any of its principals, is/are currently debarred from submitting bids to AlexRenew or any other state or political subdivision, and whether or not it is an agent of any person or entity that is currently debarred from submitting bids to AlexRenew, or any other state or political subdivision. An affirmative response may be considered grounds for rejection of the bid.

1.20 New Material

Unless otherwise provided for in this solicitation, the bidder represents and warrants that the goods, materials, supplies, or components offered to AlexRenew under this solicitation and any resulting contract are new, not used or reconditioned, and are not of such age or deterioration as to impair their usefulness or safety, and that the goods, materials, supplies, or components offered are current production models of the respective manufacturer. If the bidder believes that furnishing used or reconditioned goods, materials, supplies or components will be in AlexRenew 's interest, the bidder shall notify the AlexRenew in writing prior to question deadline indicated above. The notice shall include the reasons for the request and any benefits which may accrue to AlexRenew if AlexRenew authorizes the bidding of used or reconditioned goods, materials, supplies or components.

1.21 Trade Secrets or Proprietary Information

Trade secrets or proprietary information submitted by a bidder or contractor in connection with this procurement transaction pursuant to VA Code §2.2-4342(F) may be exempted from public disclosure under the Virginia Freedom of Information Act (“VFOIA”). However, the bidder must invoke the protection of this subsection prior to submission of the data or other materials, and must identify clearly and in writing, in the spaces provided on the Bid Form, the data or other materials sought to be protected and the reasons why such protection is necessary or falls within the exceptions to the VFOIA.

It is the bidder’s sole responsibility to defend such exemptions if challenged in a court of competent jurisdiction.

1.22 City of Alexandria Business License

Bidders must comply with the City of Alexandria business license requirements, if applicable. Please refer to https://www.alexandriava.gov/finance/info/default.aspx?id=1838.

1.23 Authority to Transact Business

Any bidder organized as a stock or non-stock corporation, limited liability company, business trust, or limited partnership or registered as a 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. The proper and full legal https://www.alexandriava.gov/finance/info/default.aspx?id=1838 name of the firm or entity and the identification number issued to the bidder by the Virginia State Corporation Commission must be written in the space provided on the Bid Form. Any bidder that is not required to be authorized to transact business in the Commonwealth shall include in its bids a statement describing why the bidder is not required to be so authorized. AlexRenew may require a firm to provide documentation prior to award which: 1) clearly identifies the complete name and legal form of the firm or entity (i.e. corporation, limited partnership, etc.), and 2) establishes that the firm or entity is authorized by the State Corporation Commission to transact business in Virginia. Failure of a prospective and/or successful bidder to provide such documentation shall be grounds for rejection of the bids or cancellation of the award. For further information refer to the Commonwealth of Virginia State Corporation Commission website at: www.scc.virginia.gov.

1.24 Withdrawal of Bids Prior to Bid Opening

No bids may be withdrawn after it is filed with AlexRenew unless the bidder makes a request in writing to AlexRenew prior to the time set for the opening of Bids.

1.25 Withdrawal of Bid from Consideration after Bid Opening

After the opening of a bid, a bidder may withdraw its bid from consideration if the price of the bid is substantially lower than other bids due solely to a mistake therein, provided the bid is submitted in good faith, the mistake is a clerical mistake as opposed to a judgment mistake, and is actually due to an unintentional arithmetic error or an unintentional omission of a quantity of work, labor or material made directly in the compilation of the bid, which unintentional error or unintentional omission can be clearly shown by objective evidence drawn from inspection of original work papers, documents and materials used in the preparation of the bid sought to be withdrawn. No partial withdrawals of bids will be permitted after the time and date set for bid opening. The bidder must give notice in writing to AlexRenew of a claim of right to withdraw a bid and provide all original work papers, documents and other materials used in the preparation of the bid sought to be withdrawn, within two (2) business days after the date of bid opening. A bid may also be withdrawn if AlexRenew fails to award or issue a notice of intent to award the bid within ninety (90) days after the date fixed for opening bids.

1.26 Interest in More than One Bid and Collusion

Multiple bids received in response to this solicitation from an individual, firm, partnership, corporation, affiliate, or association under the same or different names will be rejected. Reasonable grounds for believing that a bidder is interested in more than one (1) bid for a solicitation both as a bidder and as a subcontractor for another bidder will result in rejection of all bids in which the bidder is interested.

However, a firm acting only as a subcontractor may be included as a subcontractor for two (2) or more bidders submitting a bid for the work. Any or all bids may be rejected if reasonable grounds exist for believing that collusion exists among any bidders. Bidders rejected under the above provisions shall be disqualified if they respond to a re-solicitation for the same work.

1.27 Contract Award in the Best Interest of AlexRenew

AlexRenew reserves the right to accept or reject bids, waive informalities or irregularities therein and to contract as the best interest of AlexRenew may require in order to retain the firm that best meets the needs of AlexRenew, as expressed in this ITB. Selection of a bid does not mean that all aspects of the bids are acceptable to AlexRenew. AlexRenew reserves the right to negotiate the modification of terms and conditions with the bidders offering the best value to AlexRenew in conjunction with the evaluation criteria contained herein prior to the execution of a contract, to ensure a satisfactory contract.

http://www.scc.virginia.gov/

1.28 Method of Award

AlexRenew will make the award for this solicitation to the lowest responsive and responsible bidder.

However, AlexRenew reserves the right to make the award to multiple bidders if guidelines for assigning orders to multiple awardees are provided in this solicitation.

The lowest bidder will be determined by: price per unit as indicated in the Bid Form.

1.29 Notice of Decision to Award

When AlexRenew has made a decision to award the contract(s), the result of such decision will be posted on AlexRenew's website.

2. SCOPE OF WORK/SPECIFICATIONS

AlexRenew is seeking bids for a four year contract for provision of natural gas starting January 1, 2027 through December 31, 2031.

Gas is delivered to AlexRenew by Washington Gas. Table 1. below lists all four accounts currently active with Washington Gas. Three-year average annual usage for all accounts is 66,000 therms per year.

Table 1. List of Current AlexRenew Accounts

Street Address Washington Gas Account Number

1600 Eisenhower Avenue, Alexandria, VA 22314

320000465015

1500 Eisenhower Avenue, Alexandria, VA 22314

320000486961

1800 Limerick Street, Alexandria, VA 22314

320000464869

921 Holland Lane, Alexandria, VA 22314

320000340531

1. CONTRACT TERMS AND CONDITIONS

This Contract is by and between the City of Alexandria, Virginia Sanitation Authority d/b/a AlexRenew (Owner) and [Contractor Company Name] (Contractor). This Contract sets forth the terms and conditions that govern the relationships and performance of Owner and Contractor with respect to the Contract. Owner and Contractor hereby agree as follows:

ARTICLE 1 CONTRACT DOCUMENTS

A. This Contract, together with the Exhibits identified constitutes the entire contract between the Contractor and Owner and supersedes all prior written or oral understandings. This Contract may only be amended, supplemented, or modified by a duly executed written instrument.

B. The following exhibits are included and incorporated into the Contract; collectively, with the Contract, they comprise the “Contract Documents”:

• Exhibit A - Scope of Service, Specifications, and Terms and Conditions of this Invitation to Bid;

• Exhibit B - Bid of the successful Bidder (hereinafter “Contractor”),

• Exhibit C - Notice of Award executed by AlexRenew,

• Exhibit E – Purchase Orders issued by Owner to encumber the funds for expenditures under this Contract (POs).

A. Where the terms and provisions of this Contract vary from the terms and provisions of the Exhibits or other Contract Documents, the terms and provisions of this Contract shall prevail over other Contract Documents.

B. Owner and the Contractor agree that no representative or agent of either of them has made any representation or promise with respect to this Contract which is not contained in the Contract Documents, and all the terms and conditions with respect to this Contract are expressly contained herein.

ARTICLE 2 CONTRACT TERM

A. The Contract is effective, as of the Effective Date and, unless terminated as provided for in this Contract, shall continue for one (1) year from the Effective Date of the Contract (“Initial Term”).

B. AlexRenew and the Contractor may, by mutual written agreement, renew this Contract, with or without changes, by up to three (3) additional one (1) year terms (“Subsequent Terms”). The Initial Term and any Subsequent Term(s) are together the “Contract Term”.

ARTICLE 3 PAYMENT

A. AlexRenew will pay in accordance with the prices shown in the Bid Price section of the Bid Form and the terms of Payment paragraph for the Contractor’s completion of the Work described and required in the Contract Documents for the Contract Period, subject to the terms and conditions of the Contract and provided the Work is performed to the satisfaction and is accepted by the Contract Manager.

B. The Contractor agrees that it shall complete the Work for the total Contract Amount specified in this section unless such amount is modified as provided for in this Contract. The Contract Amount includes all of Contractor’s costs and fees (profit).

ARTICLE 4 CONTRACT PRICE ADJUSTMENTS

A. The Contract Amount, and unit price(s), detailed in the Bid Price section of the Bid Form, will remain firm until December 31, 2027 (“Price Adjustment Date"). To request a price adjustment, the Contractor must submit a written request to the Contract Manager not less than ninety (90) days before the Price Adjustment Date. Adjustments to the Contract Amount, and unit price(s), will not exceed the percentage of change in the U.S. Energy Information Administration (EIA) Henry Hub Natural Gas Spot Price (Dollars per Million BTU) for the 12-month period ending December 31 of each year of the Contract.

B. Any Contract Amount and unit price(s) adjustments that result from this provision will become effective the day after the Price Adjustment Date and will be binding for the subsequent twelve

(12) month period.

C. If the Parties have not agreed to a requested price adjustment at least thirty (30) days prior to the Price Adjustment Date, AlexRenew may terminate the Contract, whether or not AlexRenew previously extended the Contract term.

ARTICLE 5 INVOICING

D. The Contractor shall submit invoices to Owner on a monthly basis by the 15th day of each month.

Invoices are due and payable within 30 days of receipt of a correct and complete invoice, which includes at a minimum all applicable information described in this Contract.

E. Owner shall not be required to make any payment to Contractor until Contractor has provided Owner with its federal employer identification number.

F. Invoices shall be submitted via email to invoicing@alexrenew.com. The Contractor shall submit invoices and supporting documents in form and substance satisfactory to the Owner that provide, but are not limited to the following:

1. Dates/periods the invoice covers, contract number and relevant purchase order number;

2. Summary of scope performed by each employee including the employee’s name, hourly rate, and hours worked; and

3. Documentation of expenses.

G. If Owner disputes an invoice, either as to amount or entitlement, then Owner shall advise Contractor in writing of the specific basis for doing so within 15 days after receipt of such invoice.

The Owner may withhold only that portion so disputed; and must pay the undisputed portion. After a disputed item has been resolved, the Contractor shall submit a new invoice with the agreed upon amount.

Any terms included on Contractor’s invoice shall have no force or effect and will in no way bind Owner.

ARTICLE 6 DELIVERY

A. Washington Gas shall deliver, or cause to be delivered, and AlexRenew shall receive, or cause to be received, the Contract Quantity of Natural Gas at the AlexRenew pipeline/hub (the "Delivery Point").

B. As between the Parties, Contractor shall be deemed to be in exclusive control and possession of, and responsible for any damage or injury caused by, the Gas until it is delivered to AlexRenew at the Delivery Point. AlexRenew shall be deemed to be in exclusive control and possession of, and responsible for any damage or injury caused by, the Gas from and after its delivery at the Delivery Point. Title to, and all risk of loss of, the Gas shall pass from Contractor to AlexRenew at the Delivery Point.

C. Contractor shall be solely responsible for all scheduling, pipeline capacity reservation, and transportation charges required to move the Gas upstream of and to the Delivery Point. AlexRenew shall be solely responsible for all scheduling, pipeline capacity, and transportation charges required to move the Gas downstream of the Delivery Point. Each Party shall indemnify and hold the other Party harmless from any claims, taxes, or fees levied on the Gas during their respective mailto:invoicing@alexrenew.com periods of control.

ARTICLE 7 TRANSITION OF SERVICES

A. Not Used.

ARTICLE 8 CONTRACT KICK-OFF MEETING

A. Not Used.

ARTICLE 9 TERMINATION

A. Owner may terminate this Contract at any time as follows: (1) for cause, if, as determined by Owner, the Contractor is in breach or default or has failed to perform the Work satisfactorily; or (2) for the convenience of Owner.

B. Upon receipt of a notice of termination and except as otherwise directed, the Contractor shall stop all work on the date of receipt of the notice of termination or other date specified in the notice;

place no further orders or subcontract for materials, services, or facilities except as are necessary for the completion of such portions of not terminated; immediately transfer all documentation and paperwork for the terminated work to Owner; and terminate all subcontracts and settle outstanding liabilities and claims.

C. In the event any termination for cause, default, or breach shall be found to be improper or invalid by any court of competent jurisdiction then such termination shall be deemed to have been a termination for convenience.

D. Any purchases that the Contractor make after the notice of termination will be the sole responsibility of the Contractor, unless Owner has approved the purchases in writing as necessary for completion of any portion of the Work that Owner did not terminate.

1. Termination for Cause, Including Breach and Default; Cure:

a. Termination for Unsatisfactory Performance: If Owner determines that the Contractor has failed to perform satisfactorily, then Owner will give the Contractor written Notice of such failure/s and opportunity to cure such failure/s at least fifteen (15) days before termination of the Contract takes effect (“Cure Period”). If the Contractor fails to cure within the Cure Period or as otherwise specified in the Notice, the Contract is terminated for the Contractor’s failure to provide satisfactory contract performance. Upon such termination, the Contractor may apply for compensation for Contract services satisfactorily performed by the Contractor and allocable to the Contract and accepted by Owner prior to such termination unless otherwise barred by the Contract (“Termination Costs”). Such request for Termination Costs, with supporting documentation, must be submitted to Owner within fifteen (15) days after the expiration of the Cure period. Owner may accept, or reject, in whole or in part, the application for Termination Costs and notify the Contractor of same within reasonable time thereafter.

In the event of termination by Owner for failure to perform satisfactorily, the Contractor must continue to provide its services as previously scheduled through the termination date, Owner will continue to pay all fees and charges incurred through the termination date.

b. Termination for Breach or Defaults: If Owner terminates the Contract for default or breach of any Contract provision or condition, then the termination shall be immediate after Notice from Owner to the Contractor (unless Owner in its discretion provides for an opportunity to cure) and the Contractor shall not be permitted to seek Termination Costs.

Upon any termination pursuant to this section, the Contractor shall be liable to Owner for all cost incurred by Owner after the effective date of termination including costs required to be expended by Owner to complete the Work covered by the Contract, including costs of delay in completing the Project or the cost of repairing or correcting any unsatisfactory or noncompliant work. Such costs shall be either subtracted from any amount due to the Contractor or shall be promptly paid by the Contractor to Owner upon demand by Owner.

Additionally, and notwithstanding any provision in this Contract to the contrary, the Contractor is liable to Owner (and Owner shall be entitled to recover) all damages to which Owner is entitled by this Contract or by law, including and without limitation, direct damage, consequential damages, delay damages, replacement costs, refund of all sums paid by Owner to the contractor under the contract and all attorney fees and costs incurred by Owner to enforce the provision of this Contract.

Except as otherwise directed by Owner, the Contractor shall stop Work on the date of receipt of Notice of the termination or other date specified in the Notice, place no further orders or subcontracts for materials, services, or facilities except as are necessary for the completion of such portion of the Work not terminated, and terminate all Contractors and subcontracts and settle all outstanding liabilities and claims.

2. Not Used.

ARTICLE 10 FORCE MAJEURE

A. Neither party will be held responsible for failure to perform the duties and responsibilities imposed by this Contract if such failure is due to a fire, riot, rebellion, natural disaster, war, acts of terrorism or acts of God that is beyond the control of the party and that makes performance impossible or illegal, unless otherwise specified in the Contract.

ARTICLE 11 ESTIMATED QUANTITIES/NON-EXCLUSIVITY OF CONTRACTOR

A. This Contract does not obligate Owner to purchase specific quantity of items or services during the Contract Term. Any quantities that are included in the Contract Documents are the present expectations of Owner for the Contract Term; and Owner is not under any obligation to buy that or any amount as result of having provided this estimate or having had any normal or otherwise measurable requirements in the past. Owner may require more goods and services than the estimated annual quantities, and any such additional quantities will not give rise to any claim for compensation other than at the unit prices and or rates in the Contract.

B. Not Used.

ARTICLE 12 UNAVAILABILITY OF FUNDS

A. Not Used.

ARTICLE 13 PAYMENT OF SUBCONTRACTORS

A. The Contractor is obligated to take one of the two following actions within seven (7) days after receipt of amounts paid to the Contractor by the Owner for the Work performed by any subcontractor under this Contract:

1. Pay the subcontractor for the proportionate share of the total payment received from Owner attributable to the Work performed by the subcontractor under this Contract; or

2. Notify Owner and the subcontractor, in writing of the Contractor’s intention to withhold all or a part of the subcontractor’s payment with the reason for nonpayment.

B. The Contractor is obligated to pay interest to the subcontractor on all amounts owed by the Contractor that remain unpaid after seven (7) days following receipt by the Contractor of payment from Owner for Work performed by the subcontractor under this Contract, except for amounts withheld as allowed in b., above. Unless otherwise provided under the terms of this Contract, interest shall accrue at the rate of one percent (1%) per month.

C. The Contractor shall include in each of its subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier subcontractor.

D. The Contractor’s obligation to pay an interest charge to a subcontractor pursuant to the above provisions may not to be construed to be an obligation of Owner. A Contract modification may not include any amount for reimbursement for such interest charge.

ARTICLE 14 INDEMNIFICATION

A. The Contractor covenants to save, defend, hold harmless and indemnify Owner and its directors, and all its elected and appointed officers, and current and former employees, agents, departments and divisions (collectively, “Owner ” for the purpose of this section) from and against any and all claims made by third parties or by Owner for any and all losses, damages, injuries, fines, penalties, costs (including court cost and causes of action and expenses (including reasonable attorney’s fees) suffered or incurred by Owner Indemnitees arising out of, or in connection with: (a) any act or omission of the Contractor, its employees, officers, directors, agents, contractors or sub-contractors; (b) Contractor’s failure to produce any item it provides to Owner in accordance with any specifications provided by Owner; (c) failure of any product or service to perform in accordance with Contractor’s published specifications; or (d) Contractor’s failure to provide complete and accurate information regarding any product. The Contractor’s duties under this provision will include the duty to obtain the approval of Owner as to the legal counsel selected to defend Owner and to confer with Owner concerning the defense.

ARTICLE 15 ETHICS IN PUBLIC CONTRACTING

A. This Contract incorporates by reference Owner’s Procurement Manual, as well as all state and federal laws related to ethics, conflicts of interest or bribery, including the State and Local Government Conflict of Interests Act (Code of Virginia §2.2-3100 et seq.), the Virginia Governmental Frauds Act (Code of Virginia §18.2-4938 et seq.), and the Virginia Public Procurement Act (Code of Virginia §2.2-4300 et seq.). The Contractor certifies that its proposal was made without collusion or fraud; that it has not offered or received any kickbacks or inducements from any other respondent, contractor, manufacturer or subcontractor; and that it has not conferred on any public employee having official responsibility for this procurement 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.

ARTICLE 16 OWNER EMPLOYEES

A. No Owner employees may share in any part of this Contract or receive any benefits from the Contract that is not available to the general public.

ARTICLE 17 RELATION TO OWNER

A. The Contractor is an independent contractor, and neither the Contractor nor its employees or subcontractors will be considered employees, servants or agents of Owner. Owner will not be responsible for any negligence or other wrongdoing by the Contractor or its employees, servants or agents. Owner will not withhold payments to the Contractor for any federal or state unemployment taxes, federal or state Income taxes or Social Security tax or for any other benefits.

Owner will not provide to the Contractor any Insurance coverage or other benefits, including workers' compensation.

ARTICLE 18 ANTITRUST

A. The Contractor conveys, sells, assigns and transfers to Owner all rights, title and interest in and to all causes of action under state or federal antitrust laws that the Contractor may have relating to this Contract.

ARTICLE 19 INTELLECTUAL PROPERTY INDEMNIFICATION

A. Not Used.

ARTICLE 20 COPYRIGHT

A. Not Used.

ARTICLE 21 DATA SECURITY AND PROTECTION

A. Not Used.

ARTICLE 22 RIGHT TO AUDIT

A. Owner reserves the right to audit those Contractor records that relate to the Contract or any Amendments issued thereunder.

B. The Contractor shall preserve and maintain adequate copies of books, records, and vouchers in a such manner that they may be audited in progress and upon three (3) years following completion of the contract.

ARTICLE 23 SAFETY

A. The Contractor must ensure that it and its employees and subcontractors comply with all applicable local, state, and federal policies, regulations, and standards relating to safety and health, including the standards of the Virginia Occupational Safety and Health program of the Department of Labor and Industry for general industry and for the construction industry and the applicable Federal Environmental Protection Agency and Virginia Department of Environmental Quality standards.

ARTICLE 24 CONTRACTUAL DISPUTES

A. The Contractor shall submit any dispute concerning a question of fact as a result of a Contract with Owner in accordance with Virginia Public Procurement Act (“VPPA”) §2.2-4363 et seq. to the Procurement Manager, who shall reduce his or her decision in writing within ninety (90) days following receipt of notification of such dispute. Contractor’s notice shall be given in writing within ten (10) days after the occurrence or beginning of the dispute. Contractor’s failure to timely submit such claim shall mean that Contractor has waived the claim and has no further right to pursue a remedy for such dispute. If Contractor disagrees with the Procurement Manager’s written decision or if the Procurement Manager fails to issue a written decision within the specified ninety (90) days, the Contractor may submit an appeal to the Owner’s Chief Executive Officer within ten (10) days of the decision being issued or due if not issued. The Chief Executive Officer shall render a final decision in writing on such claim within sixty (60) days of receipt of the claim. If the Contractor disagrees with the Chief Executive Officer’s written decision or if the Chief Executive Officer fails to issue a written decision within the specified ninety (90) days, then the Contractor shall request, in writing and within ten (10) days after the Chief Executive Officer’s final decision (or time when the final decision should have been issued, as applicable), that the Owner agree to participate in voluntary, non-binding mediation of the dispute. If so agreed, Owner and Contractor agree to participate in the mediation process in good faith. The process will be conducted on a confidential basis and must be completed within 120 days. Each party shall bear its own costs of mediation and the parties shall split equally the costs and fees charged by the mutually agreeable mediator selected by the parties to conduct the mediation. If the parties fail to resolve the dispute through these processes, then the Contractor may institute legal action as provided in Section 2.2-4364 of the Code of Virginia in the court specified in Article 27, to be heard BY A JUDGE SITTING WITHOUT

A JURY, THE PARTIES HEREBY WAIVING THEIR RIGHTS TO A JURY TRIAL.

ARTICLE 25 APPLICABLE LAW; FORUM, VENUE AND JURISDICTION

A. This Contract Is governed in all respects by the laws of the Commonwealth of Virginia; and the jurisdiction, forum and venue for any litigation concerning the Contract or the Work is in the Circuit Court for City of Alexandria, Virginia, and in no other court.

ARTICLE 26 ASSIGNMENT

A. This Contract shall be binding upon and shall inure to the benefit of the permitted successors and assigns of Owner and the Contractor. The Contractor may not assign, subcontract, delegate or otherwise convey this Contract or any of its rights and obligations hereunder, to any entity without the prior written consent of Owner, and any such attempted assignment or subcontracting without consent shall be void. Owner may assign this Contract to any entity, so long as the assignee agrees in writing to be bound by the all the terms and conditions of this Contract. If any law limits the right of Owner or the Contractor to prohibit assignment or nonconsensual assignments, the effective date of the assignment shall be thirty (30) days after the Contractor gives Owner prompt written notice of the assignment, signed by authorized representatives of both the Contractor and the assignee. Any payments made prior to receipt of such notification shall not be covered by this assignment.

ARTICLE 27 INSURANCE REQUIREMENTS

A. The Contractor agrees to maintain the insurance coverage and endorsements as specified below throughout the Contract Term and submit evidence of such coverage and endorsement on annual basis or on demand by the Procurement Manager.

B. All required insurance coverages must be acquired from insurers authorized to do business in the Commonwealth of Virginia, with a minimum A.M. Best rating of “A-, VIII”, and as acceptable to AlexRenew.

C. The Contractor shall secure and maintain (and ensure that its subcontractors, if any, secure and maintain) all insurance required by law or this Contract, including but not limited to:

a. Worker’s Compensation—Virigina Statutory Workers Compensation Polic including employer’s liability insurance with limits of at least $100,000/$100,000/$200,000 each accident, disease each employee and disease policy limit.

b. Commercial General Liability—$1,000,000 per occurrence with a $2,000,000 general aggregate covering all premises and operations and including Personal Injury, Contractual Liability, Completed Operations and Products Liability.

c. Automobile Liability--$1,000,000 Combined Single Limit (Owned, non-owned, and hired).

D. AlexRenew, and its officers, elected and appointed officials, employees, and agents shall be named as additional insureds on a primary and non-contributory basis on all policies, except for Worker Compensation and Errors & Omissions Liability. With regard to Technology E&O/Cyber/Media Liability, AlexRenew and its officers, elected and appointed officials, employees and agents shall be additional insureds with regard to third-party claims only. All of the above policies shall include a waiver of subrogation in favor of AlexRenew and its officers, elected and appointed officials, employees and agents.

ARTICLE 28 AUTHORITY AND VALIDITY OF SIGNATURES

E. Each party executing the Contract on behalf of such entity represents that he or she is duly authorized to execute and deliver this Contract on the entity’s behalf, including the entity’s Board of Directors or Chief Executive Officer. This Contract shall not be effective or binding unless countersigned by the Owner’s Chief Executive Officer, or authorized designee, as evidenced by their signature as set forth in this Contract.

F. This Contract may be executed in one or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. The parties agree that this Contract, its amendments, and ancillary Contracts to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered by email transmission. Such emailed signature must be treated in all respects as having the same effect as an original signature.

ARTICLE 29 MISCELLANEOUS PROVISIONS

A. Employment Discrimination by Contractor Prohibited-During the performance of its Work pursuant to this Contract:

1. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor.

The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause.

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

3. The Contractor will state in all solicitations or advertisements for employees that it places or causes to be placed that such Contractor is an Equal Opportunity Employer.

4. The Contractor will comply with the provisions of the American with Disabilities Act of 1990 (“ADA”), which prohibits discrimination against individuals with disabilities in employment and mandates that disabled individuals be provided access to publicly and privately provided services and activities.

The Contractor must include the provisions of the foregoing paragraphs in every subcontract or purchase order of more than $10,000 relating to this Contract so that the provisions will be binding upon each subcontractor or Contractor.

B. Notices—Any notice required under this Contract will be in writing and delivered: in person (by commercial courier or otherwise); by registered or certified mail; or by e-mail to the recipient, with the words “Formal Notice” or similar in the e-mail’s subject line. All such notices are effective upon the date of receipt.

C. Survival—Subject to applicable Laws or Regulations, all express representations, waivers, indemnifications, and limitations of liability included in this Contract will survive its completion or termination for any reason.

D. Severability—Any provision or part of the Contract held to be void or unenforceable under any Laws or Regulations will be deemed stricken, and all remaining provisions will continue to be valid and binding upon Owner and Contractor.

E. No Waiver—A party’s non-enforcement of any provision will not constitute a waiver of that provision, nor will it affect the enforceability of that provision or of the remainder of this Contract.

F. Key Personnel—All Key Personnel identified in Exhibit A are committed to this Contract for the duration of the Contract, for so long as they remain employed by Contractor.