Revised Amendment #1.pdf

SAP

State of South Carolina

Invitation For Bid AMENDMENT #1 - Revised

Questions & Answers

Solicitation:

Date Issued:

Procurement Officer:

Phone:

E-Mail Address:

Mailing Address:

5400025579 09/07/2023

JEFFERY SCHWALK

1-803-737-1018 SchwalkJC@scdot.org SCDOT Procurement Office PO Box 191 Columbia SC 29202-0191

DESCRIPTION: Statewide Mitigation Banking Credits

USING GOVERNMENTAL UNIT: DEPARTMENT OF TRANSPORTATION

SUBMIT YOUR OFFER ON-LINE AT THE FOLLOWING URL: http://www.procurement.sc.gov SUBMIT OFFER BY (Opening Date/Time): 09/12/2023 12/19/2023 14:30:00 (See "Deadline For Submission Of Offer" provision) QUESTIONS MUST BE RECEIVED BY: 08/25/2023 12:00:00 CLOSED (See "Questions From Offerors" provision)

NUMBER OF COPIES TO BE SUBMITTED: ONE

CONFERENCE TYPE: Pre-Bid Conference

DATE & TIME: 08/25/2023 13:00:00 CLOSED

(As appropriate, see "Conferences - Pre-Bid/Proposal" & "Site Visit" provisions)

LOCATION: This conference will be held both at our Headquarter location at via teleconference. Our physical address is SCDOT, 955 Park St., Columbia, SC 29201.

Dial-in information is: 1-800-753-1965 Access Code: 7236783. Please register with the Procurement Officer by 4:00 PM, Aug 24, 2023.

AWARD &

AMENDMENTS

Award will be posted on 10/11/2023 01/24/2024. The award, this solicitation, any amendments, and any related notices will be posted at the following web address: http://www.procurement.sc.gov

You must submit a signed copy of this form with Your Offer. By signing, You agree to be bound by the terms of the Solicitation. You agree to hold Your Offer open for a minimum of ninety (90) calendar days after the Opening Date. (See "Signing Your Offer" provision.)

NAME OF OFFEROR

(full legal name of business submitting the offer)

Any award issued will be issued to, and the contract will be formed with, the entity identified as the Offeror. The entity named as the offeror must be a single and distinct legal entity. Do not use the name of a branch office or a division of a larger entity if the branch or division is not a separate legal entity, i.e., a separate corporation, partnership, sole proprietorship, etc.

AUTHORIZED SIGNATURE

(Person must be authorized to submit binding offer to contract on behalf of Offeror.)

DATE SIGNED

TITLE

(business title of person signing above)

STATE VENDOR NO.

(Register to Obtain S.C. Vendor No. at www.procurement.sc.gov)

PRINTED NAME

(printed name of person signing above)

STATE OF INCORPORATION

(If you are a corporation, identify the state of incorporation.)

OFFEROR'S TYPE OF ENTITY: (Check one) (See "Signing Your Offer" provision.)

___ Sole Proprietorship ___ Partnership ___ Other_____________________________

___ Corporate entity (not tax-exempt) ___ Corporation (tax-exempt) ___ Government entity (federal, state, or local)

COVER PAGE - ON-LINE ONLY (MAR. 2015)

SA

P mailto:SchwalkJC@scdot.org http://www.procurement.sc.gov/ http://www.procurement.sc.gov/

AMENDMENTS TO SOLICITATION (JAN 2004)

(a) The Solicitation may be amended at any time prior to opening. All actual and prospective Offerors should monitor the following web site for the issuance of Amendments: www.procurement.sc.gov (b) Offerors shall acknowledge receipt of any amendment to this solicitation (1) by signing and returning the amendment, (2) by identifying the amendment number and date in the space provided for this purpose on Page Two, (3) by letter, or

(4) by submitting a bid that indicates in some way that the bidder received the amendment. (c) If this solicitation is amended, then all terms and conditions which are not modified remain unchanged. [02-2A005-1]

QUESTIONS FROM OFFERORS - AMENDMENT (JUN 2017)

THE SOLICITATION IS AMENDED AS PROVIDED HEREIN. INFORMATION OR CHANGES

RESULTING FROM QUESTIONS WILL BE SHOWN IN A QUESTION-AND-ANSWER FORMAT. ALL

QUESTIONS RECEIVED HAVE BEEN REPRINTED BELOW. THE “STATE’S RESPONSE” SHOULD BE

READ WITHOUT REFERENCE TO THE QUESTIONS. THE QUESTIONS ARE INCLUDED SOLELY TO

PROVIDE A CROSS-REFERENCE TO THE POTENTIAL OFFEROR THAT SUBMITTED THE QUESTION.

QUESTIONS DO NOT FORM A PART OF THE CONTRACT; THE “STATE’S RESPONSE” DOES. ANY

RESTATEMENT OF PART OR ALL OF AN EXISTING PROVISION OF THE SOLICITATION IN AN

ANSWER DOES NOT MODIFY THE ORIGINAL PROVISION EXCEPT AS FOLLOWS: UNDERLINED

TEXT IS ADDED TO THE ORIGINAL PROVISON. STRICKEN TEXT IS DELETED.

This Amendment #1 includes Answers to submitted Questions.

Please see revision/correction to HUC listing in Question #44.

Additionally, a revised version of the Solicitation document is included within this Amendment, with changes pursuant to the published Answers. Changes are in blue text for clarity.

All other terms, conditions, bidding instructions, and specifications remain unchanged. If there are any questions or if any confusion or uncertainty arises as a result of this amendment, it is the sole responsibility of the offeror to contact the procurement officer for clarification. Contact information can be found in the top right-hand corner of the cover page of this amendment. Reference the “duty to inquire” clause in the original invitation for bid.

Questions and Answers

QUESTION #1:

Will SCDOT publish or make public all price information that is submitted by proposers for this RFP. Can Offerors mark price information confidential and be held as confidential information?

SCDOT RESPONSE TO QUESTION #1:

Submitted bids are considered public information and will be disclosed at bid opening. Additionally, pricing for awarded Lots will be published as a part of the Award(s). As such, price information cannot be marked as confidential, unless otherwise protected by the Freedom of Information Act..

QUESTION #2:

Page 31, VII. Bidding Schedule/Price-Business Proposal provides a list of Lots for bidding. How do these Lots correlate with the provided service area maps in the Solicitation? Offerors could provide more accurate bidding if there was an understanding the service areas of each Lot. For example, an Offeror’s bank could be in a secondary service area for a Lot, and may require a different price structure than one in a primary service area.

SCDOT RESPONSE TO QUESTION #2:

The Lots show wetland and stream need based on the USACE Charleston District Mitigation Service area Maps

Different pricing structures will not be established for primary and secondary service areas.

QUESTION #3:

Why is a “Labor and Material Payment Bond” required? This is a purchase of a commodity.

SCDOT RESPONSE TO QUESTION #3:

The requirement for the Labor and Material Payment Bond is hereby removed from this solicitation.

QUESTION #4:

Please define “Proof of Site Control”. Could it be an option to purchase agreement? Does it have to be ownership in fee, easement, or another instrument?

SCDOT RESPONSE TO QUESTION #4:

The following forms of documentation are acceptable to establish proof of site control: a title, deed, deed of trust, lease agreement, purchase agreement, sale agreement, and/or a letter of intent.

QUESTION #5:

How will SCDOT deal with offers that provide credits from secondary service areas? Will SCDOT go beyond bid price to consider potential penalty for using out of primary service credits?

SCDOT RESPONSE TO QUESTION #5:

Bids from either primary or secondary service areas are acceptable. The bank should price the credits as they deem suitable within their pricing models. SCDOT will not purchase credits at a price beyond the submitted bid price.

QUESTION #6:

On Page 16, there is a request for “one shapefile of two features, a primary service area and secondary service area,…”. If SCDOT is only purchasing credits, why is this necessary?

The shapefile is not needed and will be removed from the solicitation

QUESTION #7:

On Page 15, “Teaming will not be allowed to meet the overall credit amount of any single lot in this solicitation (a single (MBI) must provide the entire credit amounts); however team proposals incorporating multiple banks to provide the type of credits are allowed.” Can SCDOT provide further explanation as this sentence is confusing?

SCDOT RESPONSE TO QUESTION #7:

Teaming proposals will be allowed to meet overall credit demand for a single lot, but the teaming arrangement must be formalized and clear as to who is the responsible party. .

QUESTION #8:

Page 17 states the following:

“It is not the intention of SCDOT to receive complete detailed mitigation plans as a response to this bid request. Rather, the response to this bid request shall provide SCDOT an assurance that the Contractor(s) has the capability to provide the requested mitigation credits from a commercial mitigation bank with a primary or secondary service area covering the respective watershed(s). The commercial mitigation bank does not have to be approved by the United States Army Corps of Engineers (USACE) or compliant with Interagency Review Team (IRT) guidance at the time of submission of the response to this solicitation; however, only those credits approved by the USACE and IRT shall be acquired by SCDOT. “

What is acceptable as “an assurance that Contractor(s) has capability to provide mitigation credits…”? If an Offeror/Contractor only has “proof of site control”, what should be provided to provide assurance of delivery?

SCDOT RESPONSE TO QUESTION #8:

Proof of Site Control is the only special qualification required to submit a bid. Assurance of delivery is a matter of contract administration.

QUESTION #9:

Page 4 states, “Start date: 10/21/2023 End date: 10/20/2028. Dates provided are estimates only. The initial term of the contract will be for one (1) year, with the possibility of four (4) one-year renewals, for a total potential contract period of five

(5) years.” This is confusing. Would the entire contract terms be renewed each year? What terms change from year to year?

Offeror can change price and amount of credit?

SCDOT RESPONSE TO QUESTION #9:

After the initial term of the contract, the agreement will automatically renew for another year until the total potential term has been reach, unless notice of non-renewal is issued as per the terms and conditions of the solicitation. All existent terms and conditions remain, unless they have been amended via contract modification or change order. Pricing for credits may not be changed.

QUESTION #10:

In multiple areas of the Solicitation, it speaks to SCDOT’s desire to purchase credits, however also states (Page 16) “There is no commitment from SCDOT that any quantity will be requested and purchased at the bid price vs holding them for future needs.” Alternatively, the solicitation states, “The Contractor(s) shall provide all goods or services and deliverables as required” and “The Contractor(s) shall sell the credits produced by the bank to the State to be used on various SCDOT projects up to the fullest amount of each Lot.” This in essence states that an Offeror is required to “hold” credits within the bid for SCDOT to purchase or not. If this Solicitation is truly meant to be an equitable procurement process for both parties, SCDOT should consider the bids an established price structure for available credits and process for procurement without further solicitation or requirement to hold credits. Offerors should not be required to hold credits for anticipated SCDOT purchase without commitment for purchase by a date certain. Can SCDOT clarify this?

SCDOT RESPONSE TO QUESTION #10:

Once a credit need is established, SCDOT will contact the lowest bidder to purchase up to the total amount of credits specified for the respective Lot. If the low bidder can’t fulfill the total credit amount at the time of the contact, SCDOT will move to the next lowest bidder, proceeding down the ranked bids until the credits need is satisfied. SCDOT will issue a Purchase Order after the number of credits to be obtained by a specific contractor have been confirmed.

SCDOT is not requiring The Contractor to Hold credits, but sale at the contracted price when contacted.

QUESTION #11:

Why do we need to provide a labor and material payment bond? Many of our banks are in monitoring and really have limited labor or materials at this point.

SCDOT RESPONSE TO QUESTION #11:

Please see the SCDOT response to Question #3, above.

QUESTION #12:

What will be the process of issuing PO’s for purchasing credits? Will the SCDOT call first to be sure the lowest bidding bank has all or some credits available? And if they do not: 1) take what they do have available and get remainder from next lowest bidder, or must a bank have the total requested amount available?

SCDOT RESPONSE TO QUESTION #12:

Please see the SCDOT response to Question #11, above.

QUESTION #13:

Need clarification that “the issuance of a purchase order” would be how “credits are called upon” and this only occur after the SCDOT has contacted the Contractor to determine how many credits are unencumbered (sic) by a contract for future sale to other entities and that the commitment to sell to SCDOT at the bid price only applies to those unencumbered (sic) credits.

SCDOT RESPONSE TO QUESTION #13:

Please see the SCDOT response to Question #11, above.

QUESTION #14:

For how long in advance would a purchase order be issued?

SCDOT RESPONSE TO QUESTION #14:

A purchase order will be issued once the credit need is established and availability is confirmed with the contractor.

QUESTION #15:

Once a purchase order is issued, can the Contractor invoice against that purchase order, even if the permit for which the credits are needed has not yet been issued.

SCDOT RESPONSE TO QUESTION #14:

An invoice may be issued only after the credits have been delivered to SCDOT.

QUESTION # 16:

Can a banker propose to sell fewer credits than is shown on the bid sheet?

SCDOT RESPONSE TO QUESTION #16:

The bid sheet estimates the total credits which will be needed over the contract period. It is understood that a Contractor may not be able to fulfill all of the estimated credits. Bidders should not modify the bidding schedule, but should simply enter the Unit Price and the Extended Price (for hard copy bids).

QUESTION #17:

Does SCDOT agree to buy credits from this solicitation before buying credits that may become available in a service area at a lower price?

SCDOT RESPONSE TO QUESTION #17:

Credits will be purchased from awards under this solicitation until such a point that credits are no longer available. In the event that there are contracts currently in place which overlap service areas covered under this solicitation, any remaining credits on a prior agreement will be purchased first.

QUESTION #18:

Does a Contractor’s bid for a quantity create a guarantee of the quantity bid during the term of the contract or, alternatively, does the quantity limit the amount the SCDOT can call during the contract term, subject to credit , availability? For Example Lot 7, Line number 0014 Upper Broad quantity is 75 wetland credits. Question: Can a bank still bid if the bank only yields 25 credits during the contract period?

SCDOT RESPONSE TO QUESTION #18:

The quantity indicated for each line item is the best estimate of the anticipated amount of credits needed. This is not a guarantee of quantity, or guarantee of purchase of any quantity. SCDOT does not anticipated any quantity increases, and an increase may not be done except through the execution of a change order. A bank may still bid on a line item if they do not have the entire amount of anticipated credits for that line item, but should not bid unless they have a reasonable belief that they will be able to provide some number of the estimated credits.

QUESTION #19:

Under Section V: Qualifications- Required information it states: “If requested by the Procurement Officer, please submit the following information or documentation for you…… A) General History, B) Current Financial Statement….” And so on.

Question: Is this being requested at this time for the response or is this something that may be requested for clarification by SCDOT after bid response?

SCDOT RESPONSE TO QUESTION #19:

Material used to verify Qualifications as per Section V of the Solicitation may be requested after bids are submitted. You are not required to provide the information with your bid submission, however, you may do so.

QUESTION #20:

Pricing Data – Audit “Your price, including profit or fee, shall be adjusted to exclude any significant sums by which the state finds that such price was increased because you furnished cost or pricing data that was inaccurate, incomplete, or not current as of the date agreed upon between parties?” Question: How does the state consider the cost of risk capital to fund a mitigation bank?

SCDOT RESPONSE TO QUESTION #20:

In the event of a pricing audit which subsequently raised the question, the State would expect documentation s to support the inclusion of cost of risk capital, and other factors, in your regular cost and pricing models.

QUESTION #21:

The Corps requires that additional bank credits be retired when credits are sold to a secondary or tertiary service area.

Question: Not knowing where the SCDOT would apply these credits, how is the contractor to price the credits? Question:

Should the ITB allow the bidding of primary and secondary service area uses separately?

SCDOT RESPONSE TO QUESTION #21:

Separate line items for Primary and Secondary Service Areas will not be established. The bank should price the credits as they deem suitable within their pricing models.

QUESTION #22:

If a mitigation provider wishes to submit an offer from two or more mitigation banks for the same Lot, does each separate offer have to be submitted as a separate document (as specified in RESPONSIVENESS/IMPROPER OFFERS (JUN 2015) on page 10 of the solicitation document)

SCDOT RESPONSE TO QUESTION #22:

If a bidder wishes to submit an offer from two or more mitigation banks for the same Lot, each offer needs to be submitted as a separate document, within its own envelope.

QUESTION #23:

If a mitigation provider wishes to submit an offer on multiple lots utilizing multiple banks, does each separate Lot have to be submitted as a separate document?

SCDOT RESPONSE TO QUESTION #23:

If a mitigation provider wishes to submit an offer on multiple lots utilizing multiple banks, each separate offer will beed to be submitted as a separate document, within its own envelope.

QUESTION #24:

As stated in Section I, page 4, MAXIMUM CONTRACT PERIOD - ESTIMATED (MODIFIED), the initial term of the contract will be for one (1) year, with the possibility of four (4) one-year renewals, for a total potential contract period of five

(5) years. After the initial contract term of one (1) year, is it SCDOT’s intention to allow other bids to be submitted?

SCDOT RESPONSE TO QUESTION #24:

It is not SCDOT’s intent to allow other bids to be submitted pursuant to this solicitation, after the submission deadline has been reached, or after the end of the contract terms.

QUESTION #25:

In Section III, page 16, it states “There is no performance bond requirement for this solicitation, however, there is a Labor and Material payment bond requirement. (See Section VII B)”. Can SCDOT provide draft language for the Labor and Material Bond? If there are no guarantees from SCDOT to purchase credits, why is a bond even required?

SCDOT RESPNSE TO QUESTION #25:

Please see the response to Question #3, above.

QUESTION #26:

In Section III, page 16, it states “If an earlier award is in place for a specific service area, contracted credits will be purchased from those awards first, before moving to credits awarded under this solicitation.” Is it the intention of SCDOT to purchase the Contracted and Potential/Optioned/Optional credits from the earlier awarded contracts before moving to credits awarded under this solicitation?

SCDOT RESPONSE TO QUESTION #26:

SCDOT will complete the purchase of any guaranteed quantities on existing awards. Optional quantities on prior awards will remain optional.

QUESTION #27:

On page 15 under Scope, it states the contractor shall sell the credits produced by the bank up to the fullest amount of each lot. Question, If the need requested by the SCDOT exceeds the estimated amount published for a lot, is the seller required to provide that amount or only up to the published need for that watershed in the solicitation?

SCDOT RESPONSE TO QUESTION #27:

See the response to Questions #10 and #18, above.

QUESTION #28:

Page 22. Fixed pricing required. What is meant by the last sentence? This clause does not prohibit contractors from offering lower pricing after award? Can someone lower their bid after the bids are awarded?

SCDOT REPSONSE TO QUESTION #28:

SCDOT believes the language under Fixed Pricing Required is clear.

QUESTION #29:

Page 26-27, if a proposed bank is not permitted by the IRT in a timely manner, does this constitute a default?

The IFB states that the term of the contract is for 1 year, with the option by SCDOT to renew annually for an additional 1 year period, for a total of up to 5 years. This is a very long time for a bank to be committed to holding rates without any guarantee. Question: Will SCDOT consider making the annual option period past the first year a mutually agreed to, by both parties, option period? OR is it banker must guarantee pricing for 5 years regardless?

SCODT RESPINSE TO QUESTION #29:

SCDOT will not consider an annual option period. Pricing submitted is considered valid for the full potential contract period.

QUESTION #30:

Banks have primary and secondary service area. Banks typically charge more for credits that are used to offset impacts in secondary service areas of a bank because the bank consumes more linear feet/acres when this is done. As a result the bank loses a certain amount of credits that can be generated over the life of the bank. Question: Is this why each watershed is broken out individually and a bank that can service the watershed has the opportunity to charge their individual rate based on if it’s primary or secondary service area of the bank?

SCDOT RESPONSE TO QUESTION #30:

SCDOT makes no differentiation between primary and secondary service areas in the bidding schedule. The bank should price the credits they are bidding as per their own pricing methodologies and schemas.

QUESTION #31:

Lot 1 & 2 are grouped watersheds that don’t comply with the USACE service area maps. A bank in the Saluda cannot service impacts in the Tyger or Upper Broad watersheds. Question: What is the thought here?

SCDOT RESPINSE TO QUESTION #31:

The bidding schedule for two line item has been noted with the correct HUCs.

QUESTION #32:

For the above referenced Solicitation – what is required to demonstrate proof of site control?

SCDOT RESPONSE TO QUESTION #32:

Please see the answer to Question #4, above.

QUESTION #33:

Can banks bid for credit Lots outside of their primary or secondary service areas if they have an approved MBI which allows outside service area (OSA) sales contingent upon USACE approval?

• Recommend SCDOT award OSA lot bids only for mitigation banks that can undertake OSA sales under the relevant MBI. However, if applicable under the relevant MBI, any such sales must be contingent on approval by the USACE.

SCDOT RESPONSE TO QUESTION #23:

Bids for OSA will not be accepted.

QUESTION #34:

Can a mechanism be added to tier bid pricing depending on credit amount being called upon for purchase by SCDOT within each Lot?

• For instance, if a Lot total is 6,000 stream credits: can a bid be put in for selling first 1,000 credits at $185 and then next 5,000 at $200?

SCDOT RESPONSE TO QUESTION #34:

A mechanism will not be added to tier bid pricing.

QUESTION #35:

Is the awarded Lot pricing locked in for the entire contract period?

• Recommend that bidders be able to negotiate upward pricing adjustment as necessary during each year renewal.

SCDOT REPSONSE TO QUESTION #35:

The pricing submitted with the bid shall be valid for the entire potential contract period.

QUESTION #36:

Section III. Scope of Work/Specifications – States “SCDOT shall only accept responses from bidders who have demonstrable proof of site control”.

o Recommend SCDOT only accept responses from bidders who can (1) demonstrate their mitigation bank Prospectus has been filed and (2) provide a letter of potential from the USACE/IRT.

According to RIBITS, only 1.6 private commercial mitigation banks have been approved each year and there are presently 36 pending private commercial mitigation banks in the Charleston district. The timeline for bank approval is approximately 36+ months so any bank that is not already through Prospectus stage is not a viable mitigation option for SCDOT within the subject 5-year contract.

SCDOT RESPONSE TO QUESTION #36:

The requirement for bidders to provide demonstrable proof of site control remains as written, and is not expanded.

QUESTION #37:

Section III. Scope of Work/Specifications A.1 – “The Contractor(s) shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract.”

• What would happen if a mitigation bank is called by SCDOT to take down an awarded Lot and the credits are not available?

• Are awarded bidders required to reserve the credit amounts for SCDOT use over the contract period?

SCDOT REPSONSE TO QUESTION #37:

If a mitigation bank is called by SCDOT to take down an awarded Lot and the credits are not available, SCDOT would go to the next low bid contracted Bank(s) until total credit demand is met. Awarded Bidders are not required to reserve credits.

QUESTION #38:

Section III. Scope of Work/Specifications A.4 – “Bid Items” states “There is no commitment from SCDOT that any quantity will be requested and purchased from any bidder during the contract period.”

• Is SCDOT guaranteeing any purchase of awarded Lots within the contract period?

SCDOT RESPONSE TO QUESTION #38:

SCDOT is not guaranteeing any purchase of awarded Lots within the contract period.

QUESTION #39:

It is stated on page 16 that a bidder may bid on more than one Lot and a bidder may be awarded more than one Lot. Existing mitigation banks can sell into multiple areas and quickly bid more credits than they have available. Can SCDOT confirm that they will allow bidders to bid more credits than they have available without penalty?

• Example: An approved mitigation bank may only have 10 credits currently available with an additional 90 expected from future releases. This mitigation bank is approved to sell into watershed A, B, and C, each of which require more than 100 credits. The approved bank’s cumulative bid amount would be 300 if awarded full bid amounts in each watershed A, B, and C.

• Recommend that approved mitigation banks be able to bid multiple lots where the cumulative bid quantity exceeds both available and expected credits. This recommendation enables SCDOT to utilize the bank’s credits for priority watersheds and projects first.

SCDOT RESPONSE TO QUESTION #39:

Bidders may bid on more credits than they have currently available, allowing for additional credit production and future releases.

QUESTION #40:

Section VI Award Criteria – Award Criteria – Bids “Award will be made to the [sic] all responsive and responsible bidders”

• Does this mean every bidder that responds correctly is going to be awarded?

SCDOT RESPONSE TO QUESTION #40:

Awards will be made to all responsive and responsible bidders.

QUESTION #41:

Section VII Terms and Conditions –B. Special

Default (Jan 2006) (a)(1)(i) “Deliver the supplies or to perform the services within the time specified in this contract or any extension”

• Please elaborate on what qualifies as a default situation under (a)(1)(i) for an awarded bidder and what recourse would be upon a default?

(e) “If this contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Procurement Officer, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as "manufacturing materials" in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this contract.

Upon direction of the Procurement Officer, the Contractor shall also protect and preserve property in its possession in which the State has an interest.”

• If an awarded bidder is unable to supply credits within the quantity of an awarded Lot when SCDOT requests to purchase, and assuming that such inability results in a Default, can you confirm that this clause (e) will not apply since there are not completed supplies, materials or property in this context.

SCDOT RESPONSE TO QUESTION #41:

We expect awarded contractors to make good faith efforts to deliver credits they have available, at the bid price, when SCDOT calls for them. It is understood that a bidder may not have the full amount of credits at the time of call, and as such, inability to provide the full number of estimated credits would not be considered default.

QUESTION #42:

Labor and Material Payment Bond Required

• If a mitigation bank is already approved and generating credits, will a Labor and Material Bond be required?

• When exactly would this bond be required to be issued? When a Lot is awarded or when a purchase order from SCDOT is issued for a Lot?

SCDOT REPSONSE TO QUESTION #42:

Please see the answer to Question #3, above.

QUESTION #43:

We strongly feel that this solicitation unnecessarily or inappropriately limits full and open competition by requesting complete site control before submission and providing only 32 calendar days to procure sites/projects/banks for 41 Lots.

We hereby requests a 90-day extension period for this solicitation to allow landowner negotiations, title confirmation, project asset verification, etc. This extension will allow for more sites/projects/banks to be submitted, resulting in greater competition and benefiting the State of South Carolina.

SCDOT REPSONSE TO QUESTION #43:

We have amended the submission and opening date to December 19, 2023 to allow time to complete site control requirements.

QUESTION #44:

Are the descriptions for Line items #1 and #2 correct?

REVISED SCDOT RESPINSE TO QUESTION #44:

The descripts for line items 1 and 2 are correct and the corresponding HUC descriptions are HUC 03050109, HUC 03050907

03050107, and HUC 03050105.

The following pages contain a republished body of the Solicitation document, minus Cover Pages and Attachments.

Changes within the document are pursuant to the published Answers on the proceeding pages, and are highlighted in blue text for ease of understanding.

Table of Contents

SAP

SECTION I: SCOPE OF SOLICITATION

ACQUIRE SERVICES (JAN 2006)

MAXIMUM CONTRACT PERIOD - ESTIMATED (JAN 2006)

SECTION IIA: INSTRUCTIONS TO OFFERORS – A. GENERAL INSTRUCTIONS

DEFINITIONS, CAPITALIZATION, AND HEADINGS (DEC 2015)

AMENDMENTS TO SOLICITATION (JAN 2004)

AUTHORIZED AGENT (FEB 2015)

AWARD NOTIFICATION (MODIFIED)

BID/PROPOSAL AS OFFER TO CONTRACT (JAN 2004)

BID ACCEPTANCE PERIOD (JAN 2004)

BID IN ENGLISH and DOLLARS (JAN 2004)

CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (MAY 2008)

CERTIFICATION REGARDING DEBARMENT AND OTHER RESPONSIBILITY MATTERS (JAN 2004)

CODE OF LAWS AVAILABLE (JAN 2006)

DISCLOSURE OF CONFLICTS OF INTEREST OR UNFAIR COMPETITIVE ADVANTAGE (FEB 2015)

DEADLINE FOR SUBMISSION OF OFFER (JAN 2004)

DRUG FREE WORK PLACE CERTIFICATION (JAN 2004)

DUTY TO INQUIRE (FEB 2015)

ETHICS CERTIFICATE (MAY 2008)

OMIT TAXES FROM PRICE (JAN 2004)

OPEN TRADE REPRESENTATION (JUN 2015)

PROTESTS (MAY 2019)

PROHIBITED COMMUNICATIONS AND DONATIONS (FEB 2015)

PUBLIC OPENING (JAN 2004)

QUESTIONS FROM OFFERORS (FEB 2015)

REJECTION/CANCELLATION (JAN 2004)

RESPONSIVENESS/IMPROPER OFFERS (JUN 2015)

SIGNING YOUR OFFER (JAN 2004)

STATE OFFICE CLOSINGS (JAN 2004)

DISCLOSURE OF YOUR BID / PROPOSAL and SUBMITTING CONFIDENTIAL DATA (FEB 2021)

SUBMITTING A PAPER OFFER OR MODIFICATION (MAR 2015)

TAX CREDIT FOR SUBCONTRACTING WITH DISADVANTAGED SMALL BUSINESSES (JAN 2008)

VENDOR REGISTRATION MANDATORY (MODIFIED)

WITHDRAWAL OR CORRECTION OF OFFER (JAN 2004)

SECTION IIB: INSTRUCTIONS TO OFFERORS – B. SPECIAL INSTRUCTIONS

CONFIRMATION OF BID

CONFERENCE - PRE-BID/PROPOSAL (JAN 2006)

OFFERING BY ITEM (JAN 2006)

ON-LINE BIDDING INSTRUCTIONS (MODIFIED)

PROTEST - CPO - MMO ADDRESS (MODIFIED)

UNIT PRICES REQUIRED (JAN 2006)

SECTION III: SCOPE OF WORK/SPECIFICATONS

SEE BIDDING SCHEDULE

DELIVERY/PERFORMANCE LOCATION -- SPECIFIED (JAN 2006)

SECTION IV: INFORMATION FOR OFFERORS TO SUBMIT

INFORMATION FOR OFFERORS TO SUBMIT -- GENERAL (MAR 2015)

MINORITY PARTICIPATION (DEC 2015)

SECTION V: QUALIFICATIONS

QUALIFICATIONS OF OFFEROR (MAR 2015)

QUALIFICATIONS -- REQUIRED INFORMATION (MAR 2015)

QUALIFICATIONS -- SPECIAL

SUBCONTRACTOR -- IDENTIFICATION (FEB 2015)

SECTION VI: AWARD CRITERIA

AWARD BY ITEM OR LOT (JAN 2006)

AWARD CRITERIA -- BIDS (JAN 2006)

CALCULATING THE LOW BID

COMPETITION FROM PUBLIC ENTITIES (JAN 2006)

SECTION VIIA: TERMS AND CONDITIONS – A. GENERAL

ASSIGNMENT, NOVATION, AND CHANGE OF NAME, IDENTITY, OR STRUCTURE (FEB 2015)

BANKRUPTCY - GENERAL (FEB 2015)

CHOICE-OF-LAW (JAN 2006)

CONTRACT DOCUMENTS and ORDER OF PRECEDENCE (MODIFIED)

DISCOUNT FOR PROMPT PAYMENT (JAN 2006)

DISPUTES (JAN 2006)

EFT INFORMATION (FEB 2021)

EQUAL OPPORTUNITY (JAN 2006)

FALSE CLAIMS (JAN 2006)

FIXED PRICING REQUIRED (JAN 2006)

NO INDEMNITY OR DEFENSE (FEB 2015)

NOTICE (JAN 2006)

OPEN TRADE (JUN 2015)

PAYMENT and INTEREST (FEB 2021)

PUBLICITY (JAN 2006)

PURCHASE ORDERS (JAN 2006)

SURVIVAL OF OBLIGATIONS (JAN 2006)

TAXES (JAN 2006)

TERMINATION DUE TO UNAVAILABILITY OF FUNDS (JAN 2006)

THIRD PARTY BENEFICIARY (JAN 2006)

WAIVER (JAN 2006)

SECTION VIIB: TERMS AND CONDITIONS – B. SPECIAL

CHANGES (JAN 2006)

COMPLIANCE WITH 2 CFR 200.216

COMPLIANCE WITH LAWS (JAN 2006)

CONTRACTOR’S LIABILITY INSURANCEEL (FEB 2015)

CONTRACTOR PERSONNEL (JAN 2006)

CONTRACTOR'S OBLIGATION -- GENERAL (JAN 2006)

DEFAULT (JAN 2006)

ILLEGAL IMMIGRATION (NOV 2008)

LICENSES AND PERMITS (JAN 2006)

PRICE ADJUSTMENTS (JAN 2006)

PRICING DATA -- AUDIT -- INSPECTION (JAN 2006)

RELATIONSHIP OF THE PARTIES (JAN 2006)

TERM OF CONTRACT -- EFFECTIVE DATE / INITIAL CONTRACT PERIOD (JAN 2006)

TERM OF CONTRACT -- OPTION TO RENEW (FEB 2021)

TERMINATION FOR CONVENIENCE (JAN 2006)

SECTION VIII: BID SCHEDULE/BUSINESS-PRICE PROPOSAL

Error! Bookmark not defined.

BIDDING SCHEDULE (NOV 2007)

SECTION IX: ATTACHMENTS TO SOLICITATION

Error! Bookmark not defined.

ATTACHMENT A: NONRESIDENT TAXPAYER REGISTRATION AFFIDAVIT INCOME TAX WITHHOLDING

Error! Bookmark not defined.

ATTACHEMNT B: OFFEROR’S CHECKLIST

ATTACHMENT C: CERTIFICATION OF NO SCDOT COMMISSIONER INTEREST

ATTACHMENT D: SERVICE AREA MAPS

I. SCOPE OF SOLICITATION

ACQUIRE SERVICES (JAN 2006)

The South Carolina Department of Transportation (SCDOT) is soliciting bids for mitigation banking credits for service areas across the state, subject to the specifications detailed in Section III, and to other terms and conditions set forth in this document. The credits will be used for compensatory mitigation as a result of unavoidable adverse impactions resulting from construction of various projects within SCDOT’s transportation program.

MAXIMUM CONTRACT PERIOD - ESTIMATED (MODIFIED)

Start date: 10/21/2023 02/03/2024 End date: 10/20/2028 02/02/2029. Dates provided are estimates only. The initial term of the contract will be for one (1) year, with the possibility of four (4) one-year renewals, for a total potential contract period of five (5) years. Any resulting contract will begin on the date specified in the notice of award. See clause entitled "Term of Contract - Effective Date/Initial Contract Period".

II. INSTRUCTIONS TO OFFERORS - A. GENERAL INSTRUCTIONS

DEFINITIONS, CAPITALIZATION, AND HEADINGS (DEC 2015)

CLAUSE HEADINGS USED IN THIS SOLICITATION ARE FOR CONVENIENCE ONLY AND SHALL NOT BE USED TO CONSTRUE MEANING OR INTENT. EVEN IF NOT CAPITALIZED, THE FOLLOWING DEFINITIONS ARE APPLICABLE TO ALL PARTS OF THE SOLICITATION, UNLESS EXPRESSLY PROVIDED OTHERWISE.

AMENDMENT means a document issued to supplement the original solicitation document.

AUTHORITY means the State Fiscal Accountability Authority or its successor in interest.

BUSINESS means any corporation, partnership, individual, sole proprietorship, joint stock company, joint venture, or any other legal entity. [11-35-310(3)] CHANGE ORDER means any written alteration in specifications, delivery point, rate of delivery, period of performance, price, quantity, or other provisions of any contract accomplished by mutual agreement of the parties to the contract. [11-35- 310(4)] CONTRACT See clause entitled Contract Documents & Order of Precedence.

CONTRACT MODIFICATION means a written order signed by the procurement officer, directing the contractor to make changes which the clause of the contract titled "Changes," if included herein, authorizes the Procurement Officer to order without the consent of the contractor. [11-35-310(9)] CONTRACTOR means the Offeror receiving an award as a result of this solicitation.

COVER PAGE means the top page of the original solicitation on which the solicitation is identified by number. Offerors are cautioned that Amendments may modify information provided on the Cover Page.

OFFER means the bid or proposal submitted in response this solicitation. The terms Bid and Proposal are used interchangeably with the term Offer.

OFFEROR means the single legal entity submitting the offer. The term Bidder is used interchangeably with the term Offeror.

See bidding provisions entitled Signing Your Offer and Bid/Proposal As Offer To Contract.

PAGE TWO means the second page of the original solicitation, which is labeled Page Two.

PROCUREMENT OFFICER means the person, or his successor, identified as such on either the Cover Page, an amendment, or an award notice.

YOU and YOUR means Offeror.

SOLICITATION means this document, including all its parts, attachments, and any Amendments.

STATE means the Using Governmental Unit(s) identified on the Cover Page.

SUBCONTRACTOR means any person you contract with to perform or provide any part of the work.

US or WE means the using governmental unit.

USING GOVERNMENTAL UNIT means the unit(s) of government identified as such on the Cover Page. If the Cover Page identifies the Using Governmental Unit as "Statewide Term Contract," the phrase "Using Governmental Unit" means any South Carolina Public Procurement Unit [11-35-4610(5)] that has submitted a Purchase Order to you pursuant to the contract resulting from this solicitation. Reference the clauses titled "Purchase Orders" and "Statewide Term Contract."

WORK means all labor, materials, equipment, services, or property of any type, provided or to be provided by the Contractor to fulfill the Contractor's obligations under the Contract.

[02-2A003-3]

AMENDMENTS TO SOLICITATION (JAN 2004)

(a) The Solicitation may be amended at any time prior to opening. All actual and prospective Offerors should monitor the following web site for the issuance of Amendments: www.procurement.sc.gov (b) Offerors shall acknowledge receipt of any amendment to this solicitation (1) by signing and returning the amendment, (2) by identifying the amendment number and date in the space provided for this purpose on Page Two, (3) by letter, or (4) by submitting a bid that indicates in some way that the bidder received the amendment. (c) If this solicitation is amended, then all terms and conditions which are not modified remain unchanged. [02-2A005-1]

AUTHORIZED AGENT (FEB 2015)

All authority regarding this procurement is vested solely with the responsible Procurement Officer. Unless specifically delegated in writing, the Procurement Officer is the only government official authorized to bind the government with regard to this procurement or the resulting contract. [02-2A007-1]

AWARD NOTIFICATION (MODIFIED)

Notice regarding any award, cancellation of award, or extension of award will be posted at the location and on the date specified on the Cover Page or, if applicable, any notice of extension of award. Should the contract resulting from this Solicitation have a total or potential value in excess of one hundred thousand dollars, such notice will be sent electronically to all Offerors responding to the Solicitation and any award will not be effective until the calendar day (including weekends and holidays) immediately following the seventh business day after such notice is given.

BID/PROPOSAL AS OFFER TO CONTRACT (JAN 2004)

By submitting Your Bid or Proposal, You are offering to enter into a contract with the Using Governmental Unit(s). Without further action by either party, a binding contract shall result upon final award. Any award issued will be issued to, and the contract will be formed with, the entity identified as the Offeror on the Cover Page. An Offer may be submitted by only one legal entity; "joint bids" are not allowed. [02-2A015-1]

BID ACCEPTANCE PERIOD (JAN 2004)

In order to withdraw Your Offer after the minimum period specified on the Cover Page, You must notify the Procurement Officer in writing. [02-2A020-1]

BID IN ENGLISH and DOLLARS (JAN 2004)

Offers submitted in response to this solicitation shall be in the English language and in US dollars, unless otherwise permitted by the Solicitation. [02-2A025-1]

CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (MAY 2008)

GIVING FALSE, MISLEADING, OR INCOMPLETE INFORMATION ON THIS CERTIFICATION MAY

RENDER YOU SUBJECT TO PROSECUTION UNDER SECTION 16-9-10 OF THE SOUTH CAROLINA CODE

OF LAWS AND OTHER APPLICABLE LAWS.

(a) By submitting an offer, the offeror certifies that-

(1) The prices in this offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other offeror or competitor relating to-

(i) Those prices;

(ii) The intention to submit an offer; or

(iii) The methods or factors used to calculate the prices offered.

(2) The prices in this offer have not been and will not be knowingly disclosed by the offeror, directly or indirectly, to any other offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and

(3) No attempt has been made or will be made by the offeror to induce any other concern to submit or not to submit an offer for the purpose of restricting competition.

(b) Each signature on the offer is considered to be a certification by the signatory that the signatory-

(1) Is the person in the offeror's organization responsible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to paragraphs (a)(1) through (a)(3) of this certification; or

(2)(i) Has been authorized, in writing, to act as agent for the offeror's principals in certifying that those principals have not participated, and will not participate in any action contrary to paragraphs (a)(1) through (a)(3) of this certification [As used in this subdivision (b)(2)(i), the term "principals" means the person(s) in the offeror's organization responsible for determining the prices offered in this bid or proposal];

(ii) As an authorized agent, does certify that the principals referenced in subdivision (b)(2)(i) of this certification have not participated, and will not participate, in any action contrary to paragraphs (a)(1) through (a)(3) of this certification; and

(iii) As an agent, has not personally participated, and will not participate, in any action contrary to paragraphs (a)(1) through (a)(3) of this certification.

(c) If the offeror deletes or modifies paragraph (a)(2) of this certification, the offeror must furnish with its offer a signed statement setting forth in detail the circumstances of the disclosure. [02-2A032-1]

CERTIFICATION REGARDING DEBARMENT AND OTHER RESPONSIBILITY MATTERS (JAN 2004)

(a) (1) By submitting an Offer, Offeror certifies, to the best of its knowledge and belief, that-

(i) Offeror and/or any of its Principals-

(A) Are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any state or federal agency;

(B) Have not, within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and

(C) Are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision.

(ii) Offeror has not, within a three-year period preceding this offer, had one or more contracts terminated for default by any public (Federal, state, or local) entity.

(2) "Principals," for the purposes of this certification, means officers; directors; owners; partners; and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment, and similar positions).

(b) Offeror shall provide immediate written notice to the Procurement Officer if, at any time prior to contract award, Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(c) If Offeror is unable to certify the representations stated in paragraphs (a)(1), Offer must submit a written explanation regarding its inability to make the certification. The certification will be considered in connection with a review of the Offeror's responsibility. Failure of the Offeror to furnish additional information as requested by the Procurement Officer may render the Offeror nonresponsible.

(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly or in bad faith rendered an erroneous certification, in addition to other remedies available to the State, the Procurement Officer may terminate the contract resulting from this solicitation for default.

[02-2A035-1]

CODE OF LAWS AVAILABLE (JAN 2006)

The South Carolina Code of Laws, including the Consolidated Procurement Code, is available at:

http://www.scstatehouse.gov/code/statmast.php http://www.scstatehouse.gov/code/statmast.php

The South Carolina Regulations are available at:

http://www.scstatehouse.gov/coderegs/statmast.php

[02-2A040-2]

DISCLOSURE OF CONFLICTS OF INTEREST OR UNFAIR COMPETITIVE ADVANTAGE (FEB 2015)

You warrant and represent that your offer identifies and explains any unfair competitive advantage you may have in competing for the proposed contract and any actual or potential conflicts of interest that may arise from your participation in this competition or your receipt of an award. The two underlying principles are (a) preventing the existence of conflicting roles that might bias a contractor's judgment, and (b) preventing an unfair competitive advantage. If you have an unfair competitive advantage or a conflict of interest, the state may withhold award. Before withholding award on these grounds, an offeror will be notified of the concerns and provided a reasonable opportunity to respond. Efforts to avoid or mitigate such concerns, including restrictions on future activities, may be considered. Without limiting the foregoing, you represent that your offer identifies any services that relate to either this solicitation or the work and that has already been performed by you, a proposed subcontractor, or an affiliated business of either. [02-2A047-2]

DEADLINE FOR SUBMISSION OF OFFER (JAN 2004)

Any offer received after the Procurement Officer of the governmental body or his designee has declared that the time set for opening has arrived, shall be rejected unless the offer has been delivered to the designated purchasing office or the governmental body's mail room which services that purchasing office prior to the opening. [R.19-445.2070(G)] [02-2A050- 1]

DRUG FREE WORK PLACE CERTIFICATION (JAN 2004)

By submitting an Offer, Contractor certifies that, if awarded a contract, Contractor will comply with all applicable provisions of The Drug-free Workplace Act, Title 44, Chapter 107 of the South Carolina Code of Laws, as amended. [02-2A065-1]

DUTY TO INQUIRE (FEB 2015)

Offeror, by submitting an Offer, represents that it has read and understands the Solicitation and that its Offer is made in compliance with the Solicitation. Offerors are expected to examine the Solicitation thoroughly and should request an explanation of any ambiguities, discrepancies, errors, omissions, or conflicting statements in the Solicitation. Failure to do so will be at the Offeror's risk. All ambiguities, discrepancies, errors, omissions, or conflicting statements in the Solicitation shall be interpreted to require the better quality or greater quantity of work and/or materials, unless otherwise directed by amendment. Offeror assumes responsibility for any patent ambiguity in the Solicitation that Offeror does not bring to the State's attention. See clause entitled "Questions from Offerors." [02-2A070-2]

ETHICS CERTIFICATE (MAY 2008)

By submitting an offer, the offeror certifies that the offeror has and will comply with, and has not, and will not, induce a person to violate Title 8, Chapter 13 of the South Carolina Code of Laws, as amended (ethics act).