RFP 161155 Trustee Services 9.3.26.pdf

Administrative Services/ Procurement

RFP #161155

Trustee Services I-66 VPRA

Issue Date: September 3, 2026 REQUEST FOR PROPOSALS RFP# 161155

Title: Trustee Services I-66 VPRA Commodity Code(s): 94949 Location Where Work Will Be Performed: n/a

Issuing Agency: Commonwealth of Virginia Virginia Department of Transportation (VDOT) Contract Officer: Joshua Saunders Email: Joshua.saunders@vdot.virginia.gov Phone: (804) 729-6845

NOTE TO OFFERORS

Pre-Proposal Conference: a pre-proposal conference will not be held.

Solicitation Closing Date and Time: 1:00 PM EST on September 18, 2026. Refer to Solicitation Section VII.A.1 for Instructions to Offerors.

REMINDERS

1. Be sure to read and follow all instructions in the solicitation.

2. Ensure all proposal documents are completed and fillable attachments are uploaded with the proposal submission.

Proposal documents and fillable attachments include, but may not be limited to:

A. OFFEROR’S DATA SHEET

B. STATE CORPORATION COMMISSION FORM

C. PROPRIETARY AND CONFIDENTIAL INFORMATION SUMMARY FORM

D. SUBCONTRACTOR APPROVAL REQUEST

E. PRICING SCHEDULE

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

Administrative Services Division

Financial Planning Division Request For Proposals (RFP) # 161155

Trustee Services for VPRA

TABLE OF CONTENTS PAGE

I. DEFINITIONS/ACRONOYMS 3

II. PURPOSE 3

III. QUESTIONS REGARDING THIS REQUEST FOR PROPOSALS 4

IV. BACKGROUND 4

V. STATEMENT OF NEEDS 4

VI. PRE-PROPOSAL CONFERENCE 4

VII. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS 5

VIII. EVALUATION AND AWARD CRITERIA 7

IX. REPORTING AND DELIVERY INSTRUCTIONS 8

X. METHOD FOR PAYMENT 8

XI. GENERAL TERMS AND CONDITIONS 8

XII. SPECIAL TERMS AND CONDITIONS 15

XIII. PRICING SCHEDULE 22

XIV. ATTACHMENTS

A. Offeror’s Data Sheet 23

B. State Corporation Commission Form 24

C. Proprietary and Confidential Information Summary Form 25

D. Subcontractor Approval Request 26

E. Pricing Schedule 27

REFERENCED TRAININGS

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

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

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

I. DEFINITIONS:

Whenever used in this solicitation or in the contract documents, the following terms have the meanings indicated, which are applicable to both the singular and plural and the male and female gender thereof:

1. Contract: An agreement enforceable by law, between two or more competent parties, to do or not to do something, not prohibited by law, for consideration. When used in this solicitation, an agreement executed by VDOT and the Offeror selected to be the Contractor to provide the goods or services described in this RFP.

2. Contractor: An individual or firm that has entered into an agreement to provide goods or services to the Commonwealth of Virginia. The Offeror awarded the Contract to supply goods or services described in this solicitation is referred to as a “Contractor.”

3. Department: The Virginia Department of Transportation, an agency of the Commonwealth of Virginia, is referred to as “Department” or “VDOT” or “Commonwealth.”

4. Notice to Proceed: A written notice given by the Owner to the Contractor fixing the date on which the contract time will commence for the Contractor to begin the prosecution of the work in accordance with the requirements of the Contract documents.

5. Offeror: A person/firm who makes an offer in response to a Request For Proposals. Each proposal submission is referred to as an “Offeror.”

6. Owner: The Commonwealth of Virginia, i.e., an agency, institution, or department, with whom the Contractor has entered into a Contract and for whom the work or services is to be provided.

7. Proposal: An offer made by one party to another as a basis for negotiations, prior to the creation of a contract. A submittal in response to the VDOT request for such proposals under Section V of this RFP, including supplements, if any.

8. Representative: The VDOT Contract Administrator or designee who will manage all facets of the Contract to assure the Contractor’s total performance is in accordance with the contractual commitments and the obligations of the Contractor under the terms and conditions of the Contract.

9. Subcontractor: Any entity that has a contract to supply labor or materials to the Contractor to whom the Contract was awarded or to any other subcontractor in the performance of the work provided for in the Contract.

ACRONYMS:

Department of Small Business and Supplier Diversity DSBSD Freedom of Information Act FOIA

Request for Proposal RFP Small, Women-owned and Minority-owned business SWaM State Corporation Commission SCC Virginia Department of Transportation VDOT Virginia Passenger Rail Authority VPRA Transportation Infrastructure Finance and Innovation Act TIFIA

II. PURPOSE:

A. Contract Period: From date of award through the life of the construction contract, currently anticipated through the term of the bonds issued under the Master Indenture of Trust (+39 years).

B. Services: The purpose of this Request for Proposal (RFP) is to solicit sealed proposals to establish a contract through competitive negotiation for the purchase of Trustee/ Paying Agent/ Registrar Services for the I-66 Inside the Beltway/ Virginia Passenger Facility revenue Bonds effort underway by the Virginia Department of Transportation (VDOT).

Trustee /Paying Agent/ Registrar will ensure the proper handling and investment of proceeds (if applicable), as well as ensure principal and interest payments are made.

III. QUESTIONS REGARDING THIS REQUEST FOR PROPOSAL:

Any questions regarding this request for proposal shall be addressed to Joshua Saunders at Joshua.saunders@vdot.virginia.gov. The subject line header should state the following: Questions on RFP # 161155. The issuing office shall determine whether any addendum should be issued as a result of any questions or other matters raised.

Provide questions no later than 4:00 PM EST on September 10, 2026. VDOT cannot guarantee a response to questions received after September 10,2026. No questions will be addressed orally.

To ensure timely and adequate consideration of proposals, Offerors are to limit all contact, whether verbal or written, pertaining to this RFP to the designated Contract Officer for the duration of this RFP process

IV. BACKGROUND:

The Commonwealth, through the Virginia Department of Transportation (the “Department”), owns and operates the I-66 tolled express lanes inside the I-495 beltway and utilizes the revenues therefrom to pay for transportation and other infrastructure improvements in and around the I-66 corridor, which revenues are currently applied in accordance with the Third Amended and Restated Memorandum of Agreement Transform 66: Inside the Beltway Project dated May 19, 2021, between the Board, the Department, the Northern Virginia Transportation Commission, and Department of Rail and Public Transportation. Proceeds from the Bonds will be provided to the Virginia Passenger Rail Authority (“VPRA”) as a source of funding to finance a portion of one such infrastructure improvement, referred to as the Long Bridge Project.

V. STATEMENT OF NEEDS:

This requested scope of services is intended to be for the Bonds, which comprise a total aggregate principal amount not to exceed $1 billion, plus an additional amount for the payment of issuance cost, reserve funds, etc. The Bonds shall mature at such time or times not exceeding thirty-nine years after the issuance thereof and may be subject to purchase or redemption before their maturity or maturities.

The Bonds are expected to be issued in the form of a Transportation Infrastructure Finance and Innovation Act (“TIFIA”) Loan in the first half of 2027 and in an approximate amount of $500 million. Under this scenario no Project Fund is anticipated for the Bonds as funding will be directly disbursed from the lender, the U.S. Department of Transportation, to either the Department or VPRA. The Department reserves the right to issue the Bonds publicly as tax-exempt bonds as well.

There is currently no other planned debt besides the Bonds.

The Offeror will provide all ordinary, reasonable and necessary trustee, paying agent and registrar services for the Bonds, including establishment of some or all funds as defined within the indenture. As the indenture has not yet been finalized, the Offeror is being asked to consider two separate scopes of service in its response. Services shall include either:

Scenario 1: Receipt of gross toll revenues and disbursement in accordance with the entire flow of funds (as shown below), including but not limited to:

1) Payment of vendors for operations & maintenance (O&M) and major maintenance and reserve (M&R), management and investment of the corresponding reserve funds,

a) Estimated to be eleven different vendors with payments as often as monthly and at various times.

2) Payment of bondholders and management and investment of the debt service and debt service reserve funds,

3) Payment of additional expenses in the flow of funds (items 6-10 in flow of funds included below).

Scenario 2: Receipt of net toll revenues monthly from VDOT into the debt service fund and management and investment of the debt service fund for repayment of the Bonds.

1) This includes management and investment of the debt service reserve fund as well, but does not include payment of vendors for O&M or M&R.

VI. PRE-PROPOSAL CONFERENCE:

A pre-proposal teleconference will not be held for this solicitation.

VII. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS:

A. GENERAL INSTRUCTIONS:

1. RFP Response: Offerors must submit a complete response to this RFP as described herein utilizing the Commonwealth’s electronic procurement system at www.eva.virginia.gov. Please submit the following:

• One (1) electronic copy in PDF format titled “Original” and without Pricing

• One (1) electronic copy in PDF format titled “Redacted” and without Pricing

• One (1) electronic copy of Attachment E “Pricing Schedule

All proposals must be submitted electronically online via eVA using the Offeror’s established eVA Supplier Account.

The entire proposal response including any / all attachments and any / all addenda must be submitted electronically in eVA no later than the closing date and time stated on the electronic solicitation posting. Faxed, emailed, mailed or hand-delivered proposals will not be accepted.

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

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

The link to the video “Viewing and Responding to Solicitations” can be found on the Supplier Training Materials page at: https://www.youtube.com/watch?v=KSxcAkOekW0

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

2. Proprietary Information: The redacted version of the proposal must have all proprietary information deleted that has been identified as proprietary. Section numbers, which are redacted, should be identified as follows: “Section 3, paragraph B:

“Redacted.” The redacted version of the proposal must be carefully edited, altered, and refined by the Offeror in order to protect and maintain complete confidentiality of protected information. VDOT will not accept responsibility for any public disclosure of proprietary information that is a result of improper redaction by the Offeror.

3. Proposal Preparation:

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

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

c. Proposals should be organized in the order in which the requirements are presented in the RFP. All pages of the proposal should be numbered. Each paragraph in the proposal should reference the paragraph number of the corresponding section of the RFP. It is also helpful to cite the paragraph number, subletter, and repeat the text of the requirement as it appears in the RFP. If a response covers more than one page, the paragraph number and subletter should be repeated at the top of the next page. The proposal should contain a table of contents, which cross-references the RFP requirements. Information which the Offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. Proposals that are not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed.

d. As used in this RFP, the terms “must.” “shall,” “should,” and “may” identify the criticality of requirements. “Must” and “shall” identify requirements whose absence will have a major negative impact on the suitability of the proposed solution. Items labeled as “should” or “may” are highly desirable, although their absence will not have a large impact and would be useful but are not necessary. Depending on the overall response to the RFP, some individual http://www.eva.virginia.gov/ https://eva.virginia.gov/index.html https://eva.virginia.gov/supplier-training-materials.html https://www.youtube.com/watch?v=KSxcAkOekW0 mailto:eVACustomerCare@DGS.Virginia.gov

“must” and “shall” items may not be fully satisfied, but it is the intent to satisfy most, if not all, “must” and “shall” requirements. The inability of an Offeror to satisfy a “must” or “shall” requirement does not automatically remove that Offeror from consideration; however, it may seriously affect the overall rating of the Offerors’ proposal.

e. The proposal should be submitted in a single file where practical; utilizing PDF. The maximum file size per attachment is 60 MB; however, there is no limit on the number of files an Offeror may attach. If the size of the file is greater than 60 MB, the file should be broken down into smaller files and titled in a sequential order (Ex: Original Proposal Tab 1, Original Proposal Tab 2 etc.). All documentation submitted with the proposal should be contained in a single file (except the Redacted Version of the Proposal, and Attachment E Pricing Schedule, which shall be provided in a separate file).

i. 8½ x 11-inch page size (larger pages are allowed for figures or tables, but they must be included into the overall proposal and used sparingly

ii. Number of pages limited to no more than 50 (excluding financial statements, professional licenses, resumes, RFP attachments and appendices), with at least 11-point font.

f. Ownership of all data, materials, and documentation originated and prepared for the State pursuant to the RFP shall belong exclusively to the Department and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Offeror must invoke the protections of § 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or other material is submitted.

The written notice must specifically identify the data or materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line-item prices, and/or total proposal prices as proprietary or trade secrets is not acceptable and will result in rejection of the proposal. If, after being given reasonable time, the Offeror refuses to withdraw an entire classification designation, the proposal will be rejected.

Offerors must provide with their proposal a summary of any proprietary information using the Attachment C Proprietary/Confidential Information Summary Form attached to this RFP.

4. Oral Presentation: Offerors who submit a proposal in response to this RFP may be required to give an oral presentation of their proposal to the agency. This provides an opportunity for the Offeror to clarify or elaborate on the proposal. This is a fact-finding and explanation session only and does not include negotiation. The Virginia Department of Transportation will schedule the time and location of these presentations. Oral presentations are an option of the Department and may or may not be conducted.

B. SPECIFIC PROPOSAL INSTRUCTIONS:

Proposals should be as thorough and detailed as possible so that the Virginia Department of Transportation may properly evaluate your capabilities to provide the required goods/services. Offerors are required to submit the following items as a complete proposal (organized under the following Section Tabs):

TAB 1: COMMITMENT OF OFFEROR

1. Return all addenda acknowledgments, if any, signed by an authorized representative of the Offeror, and filled out as required;

2. Offeror shall submit a State Corporation Commission Form, Attachment B;

3. Offeror shall submit a Proprietary/Confidential Information Summary Form, Attachment C;

4. Indicate any item(s) where the proposal is not in compliance with RFP requirements and explain why the deviation should not be viewed detrimentally by VDOT; and,

5. Conflict of Interest: Offeror shall identify any actual or perceived conflict of interest of Offeror or any subcontractor of Offeror with regard to the Project as defined by the State and Local Conflict of Interests Act (2.2-3100 et seq.).

TAB 2: SPECIFIC PLANS OR METHODOLOGY/APPROACH

1. Specific plans for providing the proposed scope of services.

2. Fees and Level of Service

a. Specify if fees proposed in Attachment E are fixed or include any contingencies.

b. Specify any assurance you may give that fees or level of services will remain the same should the Offeror be awarded the resulting Contract.

3. Reporting Requirements

a. Provide a sample and describe mechanisms for monthly reporting of cash and investment balances, and transaction details reflecting investment earnings, purchase and sale of investments, and fund disbursements.

b. Describe firm’s online inquiry system that would allow the Virginia Department of Transportation (VDOT) to electronically access related trustee accounts.

TAB 3: EXPERIENCE AND QUALIFICATIONS OF FIRM

A written narrative statement to include:

a. Experience of firm in providing the goods/services described herein;

b. Qualifications of firm in providing the goods/services described herein;

c. Offeror shall submit an Offeror Data Sheet, Attachment A.

TAB 4: EXPERIENCE AND QUALIFICATIONS KEY PERSONNEL

A written narrative statement to include:

a. Names, experience and qualifications of Key Personnel to be assigned to the project, in providing the goods/services described herein;

b. Resumes of staff to be assigned to the project.

TAB 5: PRICING

Complete the Pricing Schedule, Attachment E. of the RFP.

It is preferable that the Pricing Schedule be provided in a separate file within the proposal package.

VIII. EVALUATION AND AWARD CRITERIA:

A. EVALUATION CRITERIA

Proposals shall be evaluated by VDOT using the following criteria:

1. Understanding the scope of services and providing reporting requirements. POINTS:25

2. Experience and qualifications in providing services of the type required by this RFP. POINTS: 30

3. Reference from three (3) clients as provided in Attachment A. POINTS: 20

4. Price: POINTS:25 The lowest price shall be scored the maximum number of evaluation points for price. The lowest price is then divided by each of the higher offeror’s proposed prices in turn. The quotient is then multiplied by the points assigned for price to determine the evaluation points to be assigned to each higher priced proposal.

B. AWARD OF CONTRACT

AWARD: Selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors included in the Request for Proposals, including price, if so stated in the Request for Proposals. Negotiations shall be conducted with the offerors so selected. The offeror shall state any exception to any contractual terms or conditions, including any liability provisions contained in the Request for Proposal in writing at the time of responding to such Request for Proposal if so requested by the Commonwealth. Such exceptions shall be considered during negotiation but shall not be used as a basis for scoring or evaluating which offerors are selected for negotiations. Price shall be considered, but need not be the sole determining factor. After negotiations have been conducted with each offeror so selected, the agency shall select the offeror which, in its opinion, has made the best proposal, and shall award the contract to that offeror. The Commonwealth may cancel this Request for Proposals or reject proposals at any time prior to an award, and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous (Code of Virginia, § 2.2-4359D). Should the Commonwealth determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that offeror. The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the contractor’s proposal as negotiated.

IX. REPORTING AND DELIVERY INSTRUCTIONS:

A. The Contractor will submit monthly reports providing cash and investment balances, and transaction details reflecting investment earnings, purchase and sale of investments, and fund disbursements. Also, the Contractor should have an online inquiry system that would allow the Virginia Department of Transportation (VDOT) to electronically access related trustee accounts.

X. METHOD OF PAYMENT:

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

Payment will be made via check, ACH, or EDI. Payment may also be made via P-Card for invoices within the P-Card limit if the Contractor accepts the State’s Small Purchase Charge Card. For questions about eVA please contact eVA Customer Care center at eVACustomerCare@DGS.Virginia.gov. For questions about electronic payments please contact DOA at (804) 692- 0473 or via email at: edi@doa.virginia.gov

INVOICING:

Invoices shall be submitted annually to the address and section listed below. Invoices shall include the contract number, purchase order number, itemized quantities, unit price, and extended costs based on the contract pricing schedule. No payment will be made for work in progress on the prescribed payment dates. Work completed will be verified in writing by a VDOT Representative and Contractor Foreman on an agreeable format.

Virginia Department of Transportation Financial Planning Division 1401 East Broad Street

Richmond, VA 23219

In lieu of mailing, invoices may be submitted as an attachment via email to:

Misty.Upson@vdot.virginia.gov and Jeff.Price@vdot.virginia.gov.

XI. GENERAL TERMS AND CONDITIONS:

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

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

C. ANTI-DISCRIMINATION: By submitting their proposal, offeror certify to the Commonwealth that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and § 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender sexual orientation, gender identity, or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1(E)).

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

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

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

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

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

d. If the contractor employs more than five employees, the contractor shall (i) provide annual training on the contractor's sexual harassment policy to all supervisors and employees providing services in the Commonwealth, except such supervisors or employees that are required to complete sexual harassment training provided by the Department of Human Resource Management, and (ii) post the contractor's sexual harassment policy in (a) a conspicuous public place in each building located in the Commonwealth that the contractor owns or leases for business purposes and (b) the contractor's employee handbook.

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

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

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

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

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

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

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

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

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

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

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

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

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

J. PAYMENT:

1. To Prime Contractor:

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

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

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

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

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

e. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges.

Charges which appear to be unreasonable will be resolved in accordance with Code of Virginia, § 2.2-4363 and -4364.

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

2. To Subcontractors:

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

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

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

b. The contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven (7) days following receipt of payment from the Commonwealth, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier contractor performing under the primary contract. A contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Commonwealth.

3. Each prime contractor who wins an award in which provision of a SWaM procurement plan is a condition to the award, shall deliver to the contracting agency or institution, on or before request for final payment, evidence and certification of compliance (subject only to insubstantial shortfalls and to shortfalls arising from subcontractor default) with the SWaM procurement plan. Final payment under the contract in question may be withheld until such certification is delivered and, if necessary, confirmed by the agency or institution, or other appropriate penalties may be assessed in lieu of withholding such payment.

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

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

COURTS, ANTI-DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS, CLARIFICATION OF TERMS, PAYMENT shall apply in all instances. In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

L. QUALIFICATIONS OF OFFERORS: The Commonwealth may make such reasonable investigations as deemed proper and necessary to determine the ability of the offeror to perform the services/furnish the goods and the offeror shall furnish to the Commonwealth all such information and data for this purpose as may be requested. The Commonwealth reserves the right to inspect offeror’s physical facilities prior to award to satisfy questions regarding the offeror’s capabilities. The Commonwealth further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such offeror fails to satisfy the Commonwealth that such offeror is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

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

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

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

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

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

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

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

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

P. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the

Commonwealth may terminate this agreement after verbal or written notice without penalty. Upon termination the Commonwealth may procure the goods or services contracted for from other sources and hold the contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the Commonwealth may have.

Q. TAXES: Sales to the Commonwealth of Virginia are normally exempt from State sales tax. State sales and use tax certificates of exemption, Form ST-12, will be issued upon request. Deliveries against this contract shall usually be free of Federal excise and transportation taxes. The Commonwealth’s excise tax exemption registration number is 54-73-0076K.

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

R. USE OF BRAND NAMES: Omitted.

S. TRANSPORTATION AND PACKAGING: Omitted.

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

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

MINIMUM INSURANCE COVERAGES AND LIMITS:

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

2. Employer’s Liability - $100,000.

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

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

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

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

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

(ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

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

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

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

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

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

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

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

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

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

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

https://eva.virginia.gov/

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

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