Request for Proposals RFx: BPM093807

ISSUE DATE: August 26, 2026

TITLE: Financing of Energy Projects Under a Master Lease Agreement

ISSUING AGENCY: The Treasury Board through the Commonwealth of Virginia Department of the Treasury

USING AGENCIES: State Agencies, Higher Education Institutions, and Qualified Public Bodies

Period Of Contract: The initial period of the contract/agreement will be for financing requests received and approved by the Lessor for the twelve-month period of November 1, 2026 through October 31, 2027, or until a total of $40,000,000 has been financed through the Agreement resulting from this solicitation, whichever occurs first, with an option to extend the Contract for two (2) additional twelve-month periods, or an additional $20,000,000 or both, upon mutual written agreement.

Proposal submission: Proposals must be submitted via attachment using the Commonwealth’s e-Procurement portal (eVA) no later than 10:00 a.m. on September 15, 2026.

Inquiries for information regarding this Request for Proposals shall be in writing directed to: Vernita Boone, Procurement Officer via E-mail at Vernita.Boone@trs.virginia.gov no later than 5:00 p.m. EST on September 1, 2026. Procedural inquiries may be made by telephone at (804) 845-6439.

In compliance with this Request for Proposals (RFP) and all conditions imposed herein and hereby incorporated by reference, the undersigned firm hereby offers and agrees to furnish all goods and services required by this RFP to finance Energy Projects at the rates indicated in Section IX. Pricing Schedule and in accordance with the Master Lease Agreement.

The undersigned firm hereby certifies that all information provided below and, in any schedule, attached hereto is true, correct, and complete. You must submit all pages of the RFP to be considered.

Offeror’s Name: By (Signature in Ink):

Complete Address: Name (please print) and Title:

Date:

City/State/Zip: Federal Identification Number:

Telephone Number: Facsimile Number:

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, or veteran status 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.e 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.

TABLE OF CONTENTS

SECTION I INTRODUCTION 3

SECTION II TIMELINE 3

SECTION III STATEMENT OF NEEDS 3

SECTION IV PROPOSAL INSTRUCTIONS AND SUBMISSION

SECTION V EVALUATION AND AWARD CRITERIA 8

SECTION VI GENERAL TERMS AND CONDITIONS 9

SECTION VII SPECIAL TERMS AND CONDITIONS 16

SECTION VIII METHOD OF PAYMENT 23

Section I: Introduction _________________________________________________________

Purpose The purpose of this Request for Proposals (“RFP”) issued by the Commonwealth of Virginia (the "Commonwealth"), through its Treasury Board (the "Board"), is to solicit sealed proposals from duly qualified and eligible entities (the "Offerors") prepared to provide Tax-Exempt Lease and Taxable Lease financing to state agencies for the acquisition of certain energy efficiency projects, including those through an energy performance contract with an energy performance contractor.

Background Information A reasonable construction period may be added to the financing term. Financings will likely involve a construction period requiring the use of an escrow account. Monies held in escrow are considered “state funds” under Section 2.2-1815 of the Code of Virginia and must be deposited in a “Qualified Public Depository” as defined in §2.2-4401 and secured in accordance with the Virginia Security for Public Deposit Act (§2.2-4400 et seq. Code of Virginia). See Appendix F for a list of qualified public depositories.

The financing arrangement will take the form of a Master Lease Agreement (the "Agreement" or the "Contract") between the successful Offeror (the "Lessor") and the Board (the "Lessee") providing for, among other things, (i) entering into a Master Lease Agreement for the lease purchase of Energy Projects, as defined in Section II C below, by agencies and institutions of the Commonwealth (the "Agencies") and (ii) the payment by the Agencies of Lease Payments pursuant to Appendices as defined and executed under the Agreement. A form of the Master Lease Agreement is provided as Appendix B and is a part of this solicitation.

The Agreement in no way conveys exclusive financing rights to the Lessor. Agencies may obtain financing outside of the Master Lease with prior approval from the Treasury Board, and the Treasury Board may provide financing mechanisms/arrangements to agencies in addition to the financing to be provided under the Agreement.

Capitalized terms in this RFP shall have the meaning assigned to them in the Master Lease Agreement

Section II: Timeline _________________________________________________________

1. Estimated timeline for the procurement process

A. August 26, 2026 – RFP Issued B. September 1, 2026, by 5:00 PM - Questions Due C. September 15, 2026, by 10:00 AM - Proposals Due D. October 31, 2026 - Contract Award E. November 1, 2026 – Contract Effective Date

Section III. Statement of Needs

The Commonwealth is seeking financial institution(s) to provide banking services that can meet the requirements of this RFP. While Treasury is open to ideas and recommendations with regard to operational and cost efficiency, the Offeror shall provide the following requirements:

A. TERMS OF THE MASTER LEASE AGREEMENT: The Agreement provides for the Tax-Exempt and Taxable Lease financing of Energy Projects upon delivery to the Lessor of an Appendix. The rate of interest to be charged for each financing will be determined and fixed on the Acceptance Date based upon a percentage of the Index plus a spread (if any). Lease Payments may be monthly, semi-annually, or annually as determined on the Acceptance Date and will continue for the specified term of financing or until prepaid in accordance with the Agreement. Lease Payments will generally be calculated based on a level payment basis using a single fixed rate of interest for either twelve or fifteen-year terms. Interest will be calculated on a 30/360-day basis.

The period of the Agreement shall be for Financing Request Certificates received and approved by the Lessor for the twelve-month period November 1, 2026, through October 31, 2027, or until a total of $40,000,000 has been financed through the Agreement, whichever occurs first.

The Commonwealth may opt to extend the Contract for an additional two (2) twelve-month periods or increase the amount to be financed by up to an additional $20,000,000, or both, upon mutual written agreement between the Lessor and the Lessee. The percentage of the Index and the spread (if any) may be modified as set forth in Section 1.29 of the Agreement.

B. ENERGY PROJECTS TO BE FINANCED: The energy projects will consist of equipment or services that reduce energy consumption or operating costs as may be permitted by the Code of Virginia, all subject to the Lessor's approval. Each Appendix will be equal to or greater than $100,000. The following tables summarize recent activity of the Energy Leasing Program.

The tables summarize activity under the current Contract and encompass activity from August 1, 2021, through July 31, 2026 (sixty months). The tables provide historical information which may not be indicative of the activity that may actually occur during this period of this Agreement.

CURRENT CONTRACT*

TERM # Leases Amount Financed

12 years 0 -0- 15 years 2 $2,666,712.00

2 $2,666,712.00

AGENCY TYPE # Leases Amount Financed

Administration 1 $1,192,387.00 Education 1 $1,474,325.00

2 $2,666,712.00

*Represents Tax-Exempt and Taxable leases funded from August 1, 2021, through July 31, 2026.

C. ENERGY PROJECTS: Energy Projects will consist of equipment and services that reduce energy consumption or operating costs. Projects may include but are not limited to: insulation, storm windows and doors, glazing, automatic energy control systems, including related hard ware, improvements or retrofits to electrical, lighting and auxiliary systems, heating ventilating and air conditioning (HVAC) system modifications or replacements, energy recovery systems, cogeneration systems, renewable energy systems, such as solar, biomass and wind, devices that reduce water consumption and professional and non-professional services relating to the design, installation, training and monitoring of such equipment or systems, and subject to the Lessor’s approval.

D. RATE: Each Agency will make Lease Payments to the successful Offeror in equal monthly, semi-annual or annual installments based on a Percentage of the Index plus a Spread (if any) as described in the Agreement.

Offerors are required to price a Percentage of the Index and a Spread (if applicable) for each of the twelve and fifteen-year Tax-Exempt lease and Taxable lease terms.

E. ESCROW FEES: For Escrow Financings, each Agency will pay the applicable Escrow Fee as described in the

Agreement.

Section IV. Proposal Instructions and Submission______________

Proposals should be as thorough and detailed as possible so that the evaluation panel may properly evaluate your capabilities to provide the required services. Offerors are required to submit the following items, separated in sections within the proposal, as a complete proposal:

NOTE: All responses to the questions in this request for proposals (RFP) will become an integral part of the contract that is entered into between Treasury and the winning Offeror. All responses are binding for the initial period of the contract.

1. The following information must be submitted with proposal forms organized in Sections as indicated below:

ITEM 1 (Signed cover sheet and addenda)

Signed RFP cover sheet and addenda if any. Failure to submit the signed RFP cover sheet and signed addendums

(if issued) may result in your proposal being rejected.

ITEM 2 (Statement of Needs)

Responses showing the ability to meet the Statement of Needs. Please restate each requirement and discuss whether offeror can provide the service, how it will provide the service or the extent to which it can provide the service, alternatives, if any, recommend in addition to or in lieu of the stated objective, and reference any reports provided by offeror’s system.

ITEM 3 (Qualifications)

Describe your firm’s qualifications and capabilities to meet the requirements of this RFP, note any similar engagement in which your firm has been involved.

Provide a list of contact personnel who will be responsible for the relationship between the Contractor and the

Department of the Treasury.

Describe your firm’s expertise in structuring financings for municipal leases, and other relevant financing. If a joint venture, clearly state the responsibilities of each firm, establishing prime and sub-contractor relationships, etc.

Submit three (3) references including contact name, address, e-mail address and telephone number. References should be involved in the finance industry and relate to services similar to those requested in this RFP. If you provide this service to a state or local government, please use that entity(ies) as a reference.

Describe any conflicts of interest or potential conflicts of interest that may arise as a result of your being hired for this engagement.

Indicate if your firm intends to hold the lease or if you intend to assign leases to a third party. If your firm has already identified a single investor for this placement, identify that investor.

Disclose any Master Lease Contracts/Agreements that were terminated prior to their expiration by either the lessor or lessee within the last three years and state the reason for the termination. This disclosure should include the client’s name, address, telephone number and contact reference.

Disclose any instances of your failure to provide funding when due under any lease-financing within the last three years and state the reason for such failure.

ITEM 4 (Questions)

Transition plan approach and timeline defining implementation periods and defined responsibilities. Discuss your approach to transition at the end of a Contract. Are you willing to support the Commonwealth during a transition period at the end of a Contract if necessary? State how you have historically handled Contract extensions to facilitate transitions at the end of a Contract.

Account servicing:

Designated account representative. (Representative should have sufficient decision-making authority within the bank in order to resolve issues. In addition, the representative should have a strong understanding of the Commonwealth’s operations.)

Back-up staff person Bios of all personnel assigned to the Commonwealth

Provide (i) changes you would require to the Commonwealth’s Master Lease Agreement and the rationale for such changes. Summarize the material differences between your master lease agreement and the one currently being used by the Commonwealth, (ii) a description of the documentation required to be submitted by the Commonwealth (e.g., opinions, agreements, certificates, assignment provisions, bonding, etc.) in order to execute the Master Lease

Agreement, and (iii) explain your procedures for financing each Appendix under the Master Lease Agreement, your approval procedures, average length of approval time, takedown restrictions, equipment of term limitations, etc.

Discuss the unique capabilities of your firm and the individuals assigned to this financing program that distinguish your firm from other firms.

Describe/discuss any recommendations or ideas your firm has (i) to augment the existing program, or (ii) to minimize financing costs (e.g., contract terms, line of credit amounts, minimum project amounts, etc.).

Describe what requirements you have to ensure that each financing made under the described RFP falls within Internal Revenue Service requirements for tax-exempt financing.

Discuss your ability to provide sufficient financial resources to perform fully its obligation under the Master Lease Agreement.

ITEM 5 (Required Forms)

Pricing (Attachment 1) Small Business Subcontracting Plan (Attachment 2) State Corporation Commission Form (Attachment 3) Proprietary/Confidential Information Identification Form (Attachment 4) References, including three comparable public entities (Attachment 5)

ITEM 6 (Terms and Conditions)

Provide a marked-up copy of any objections or changes to the General and Special Terms and Conditions and the proposed Master Services Agreement, if applicable (Sections VI and VII).

ITEM 7 (Pricing)

Completed copy of the pricing schedule

2. Proposal Preparation

RFP Response: In order to be considered for selection, Offerors must submit a complete response to this

RFP. One (1) original, so marked, and one (1) redacted copy if applicable (removing only proprietary information), so marked, attached as an Adobe PDF, under 10Mb per PDF must be submitted by attachment to the response using the online procurement system. A pricing schedule must also be attached as a separate document.

Submission of Materials. An authorized representative of the Offeror shall sign proposals. All information requested should be submitted. Failure to submit all information requested may result in the Commonwealth requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. The Commonwealth may reject proposals which are substantially incomplete or lack key information. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation. Instruction for submitting a response electronically in eVA can be found at https://eva.virginia.gov/supplier-training-materials.html.

File Submissions. Each copy of the proposal (redacted and un-redacted) should be contained in a single volume where practical. Offerors should upload the pricing schedule as a separate document within their eVA submission. Additional attachments (such as SOC reports, sample reports, statements, etc.) may be included as a separate zip file.

Small Business Subcontracting Plan. All information requested by this RFP on the ownership, utilization and planned involvement of small businesses, women-owned businesses, and minority-owned businesses shall be submitted. See Appendix B.

Clarity of Proposals. 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.

Organization of Proposal. 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, sub-letter, 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 sub-letter should be repeated at the top of the next page. 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.

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 "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 Offeror’s proposal.

Ownership of Materials. Ownership of all data, materials and documentation originated and prepared for the Commonwealth pursuant to the RFP shall belong exclusively to the Commonwealth 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 shall invoke the protection of § 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or other material is submitted. See Appendix E.

The written notice shall specifically identify the data or materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted shall 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 MAY RESULT IN THE

REJECTION OF THE PROPOSAL.

Section V. Evaluation and Award Criteria_______

A. All proposals received will be reviewed and evaluated by the Selection Committee. The Committee will recommend proposals which most closely meet the requirements of the RFP and which provide the best value to the Commonwealth.

The following process will be used for determination of Best Value:

Step 1 - The Committee will individually review the proposals and rank the Offeror’s based on their Qualifications and Specific Plans for Providing the Proposed Services, while considering the Proposed Pricing and utilization of a Small Business Subcontracting Plan. The criterion, factors, and basis for consideration of Best Value will include the following:

• Responsiveness of RFP (Section IV, Item 1)

• Ability to meet the Statement of Needs (Section IV, Item 2)

• Qualifications (Section IV, Item 3)

• Answers to detailed questions (Section IV, Item 4)

• Completeness of response to all required items on the standard forms provided (Section IV, Item 5)

• Ability to meet the Commonwealth’s General and Special Terms and Conditions (Section IV, Item 6)

• Pricing (Attachment 1)

Step 2 – The Committee will meet as a group to discuss the pros and cons of each proposal and complete a consensus ranking. The Committee will evaluate whether or not Oral Presentations are needed for the services proposed.

Should Oral Presentations be requested, the Committee will utilize the results of the consensus ranking to determine those selected to present. The Committee will also utilize the results of the consensus ranking to select the top ranked firms (minimum of two) in which to enter into negotiations.

Step 3 – At the conclusion of Oral Presentations, (if requested), and negotiations with selected Offerors, the Committee will meet one last time as a group to review and evaluate the additional information gained from Oral Presentations and negotiations. The Committee will complete a final consensus ranking, and an award will be made to the Offeror(s) who best can meet the needs of the RFP and provide the best value to the Commonwealth.

B. AWARD TO MULTIPLE OFFERORS: 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. Price shall be considered but need not be the sole determining factor. After negotiations have been conducted with each offeror 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 reserves the right to make multiple awards as a result of this solicitation. 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.

Section VI. General Terms and Conditions_______

A. VENDORS MANUAL: This solicitation is subject to the provisions of the Commonwealth of Virginia Vendors Manual and any changes or revisions thereto, which are hereby incorporated into this contract in their entirety. The process for filing a complaint about this solicitation is in section 7.13 of the Vendors Manual. (Note section 7.13 does not apply to protests of awards or formal contractual claims.) The procedure for filing contractual claims is in section 7.19 of the Vendors Manual. A copy of the manual is normally available for review at the purchasing office and is accessible on the Internet at 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 proposals), offerors 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, § 2.2-4343.1E).

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

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

E. IMMIGRATION REFORM AND CONTROL ACT OF 1986: 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, 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 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, after due oral or written notice, may terminate this contract and procure all goods and/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: Intentionally Omitted.

S. TRANSPORTATION AND PACKAGING: Intentionally 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 coverages 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 (www.eva.virginia.gov) for a minimum of 10 days.

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

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

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

W. NONDISCRIMINATION OF CONTRACTORS: A bidder, 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 bidder or 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 www.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.

http://www.eva.state.va.us/

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

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

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

Z. SET-ASIDES IN ACCORDANCE WITH THE SMALL BUSINESS ENHANCEMENT AWARD PRIORITY: This solicitation is set-aside for award priority to DSBSD-certified micro businesses or small businesses when designated as “Micro Business Set-Aside Award Priority” or “Small Business Set-Aside Award Priority” accordingly in the solicitation. DSBSD-certified micro businesses or small businesses also includes DSBSD-certified women-owned and minority-owned businesses when they have received the DSBSD small business certification. For purposes of award, offerors shall be deemed micro businesses or small businesses if and only if they are certified as such by DSBSD on the due date for receipt of proposals.

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

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

CC. CIVILITY IN STATE WORKPLACES:…