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VIRGINIA OFFICE OF TRANSPORTATION

REQUEST FOR PROPOSALS (RFP)

Issue Date: November 4, 2011 RFP# 160-11-CS

Title: Staff Augmentation for Office of Transportation Public-Private Partnership Activities

Commodity Code: 91899

Issuing Agency: Commonwealth of Virginia

Virginia Department of Transportation (VDOT)

Central Office Mail Center-

Loading Dock Entrance

1401 E. Broad Street

Richmond, Virginia 23219

Attention: Cary Stickel

Location Where Work Will Be Performed: Statewide

Initial Period of Contract: The initial term or period of the contract shall be for one (1) two (2) year period with the effective date to

be determined at time of award. After the initial contract term, this contract may be renewed by the Commonwealth for three (3)

successive one (1) year periods.

PRE-PROPOSAL CONFERENCE: A MANDATORY Pre-Proposal conference will be held in conjunction with this RFP at

10:00am Thursday November 17, 2011 in the Main Street Centre Building, 12th

floor South conference room at 600 East Main Street,

Richmond, Virginia 23219. See RFP for more specific information on Pre-Proposal Conference.

Sealed Proposals will be RECEIVED until December 6, 2011 2:00 PM for Furnishing the Services Described Herein.

Sealed Proposals will be OPENED in Public on December 7, 2011 2:00 PM at VDOT, 1201 E. Broad St., 1st Floor, Richmond,

VA 23219

All Inquiries for Information shall be directed in writing to: Cary B. Stickel, Contract Officer, via e-mail:

Cary.Stickel@vdot.virginia.gov. No questions will be answered by phone or verbally.

If Proposals Are Mailed, Hand Delivered, Sent by FedEx, UPS or other Courier, Send Directly To Issuing Agency Shown

Above.

In Compliance With This Request For Proposal And To All The Conditions Imposed Therein And Hereby Incorporated By Reference,

The Undersigned Offers And Agrees To Furnish The Goods and/or Services In Accordance With The Attached Signed Proposal Or As

Mutually Agreed Upon By Subsequent Negotiation.

State Corporation Commission ID Number: ____________________ (See Special Terms and Conditions)

Name and Address of Firm:

_____________________________________________ Date: ________________________________________

_____________________________________________ By: _________________________________________

_____________________________________________ (Signature In Ink)

__________________________Zip Code: ___________ Name: ________________________________________

eVA Vendor ID or DUNS#:______________________ (Please Print)

Fax Number: (___) ____________________________ Title: _________________________________________

E-mail Address: _______________________________ Telephone 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 any Offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited

by state law relating to discrimination in employment.

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TABLE OF CONTENTS

I. PURPOSE 3

II. BACKGROUND 3

III. STATEMENT OF NEEDS 4

IV. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS 9

V. EVALUATION AND AWARD CRITERIA 12

VI. PRE-PROPOSAL CONFERENCE 13

VII. GENERAL TERMS AND CONDITIONS 13

VIII. SPECIAL TERMS AND CONDITIONS 21

IX. METHOD OF PAYMENT 29

X. PRICING SCHEDULE 29

XI. ATTACHMENTS 30

A. Offeror’s Data Sheet

B. Resume Form

C. Fee Proposal Form

D. Small Business Subcontracting Plan

E. Proprietary and Confidential Information Summary Form

F. SWaM Compliance Report Form

G. State Corporation Commission

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I. PURPOSE:

The purpose of this Request for Proposals (RFP) is to solicit sealed proposals (hereinafter referred to as

Proposal or Proposals) to establish non-professional services contract(s) through competitive negotiation for the

purchase of Business Management and Financial Staff Augmentation Services for Virginia’s Office of

Transportation Public-Private Partnership’s (OTP3) to support the Commonwealth’s P3 program. The services

provided through the resulting contract(s) shall support the Commonwealth in fully utilizing Virginia’s Public-

Private Transportation Act (PPTA) of 1995, as amended, for project and program development. The contract(s)

shall be administered by the OTP3. The services may be used by other Commonwealth of Virginia

transportation agencies for the advancement of alternative delivery methods, with the prior approval of the

OTP3.

II. BACKGROUND:

The Commonwealth of Virginia’s OTP3 is responsible for developing and implementing a statewide program

for project delivery via the Virginia Public-Private Transportation Act (PPTA) of 1995, as amended. The OTP3

works in coordination with the Secretary of Transportation, all seven Virginia transportation agencies, and

focuses on the development of public-private projects across all modes of transportation.

The Secretary of Transportation has established the following objectives for the Commonwealth’s P3 Program:

Facilitate timely delivery of P3 projects, within established laws and regulations

Develop multimodal and intermodal solutions consistent with state, regional and local transportation

policies, plans and programs

Encourage competition for innovation and private sector investment creating value-for-money for the

commonwealth

Promote transparency, accountability, informed and timely decision making

Establish reliable and uniform processes and procedures to encourage private sector investment

Seek efficiencies by standardizing processes

Foster efficient management of commonwealth financial and organizational resources

Achieve lifecycle cost efficiencies through appropriate risk transfer

Promote economic growth and job creation

Program and project direction is in support of the Commonwealth Transportation Board (CTB) Six-Year

Improvement Program (SYIP), as well as other state transportation agency plans (e.g. Virginia Department of

Rail and Public Transportation, Department of Aviation, Virginia Port Authority, etc.) and programs (e.g.

Virginia Port Authority Master Plan, Six-Year Airport Capital Improvement Plan, etc.) and in support of

Governor and General Assembly plans with regard to high-level public and private sector transportation

partnership initiatives. For more information see www.vappta.org.

The contract(s) to be awarded pursuant to this RFP is intended to provide support to the P3 program and

projects by augmenting existing OTP3 staff through the provision of expert business management and financial

services.

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III. STATEMENT OF NEEDS:

A. Required Services:

The Offeror shall provide all labor, supervision, equipment, supplies and travel to provide staff

augmentation services to the OTP3 for business management and financial services. Offeror may

submit a proposal for either business management or financial services. If an Offeror chooses to submit

for both services, they shall submit separate proposals for each service noted below:

Business Management Services (BMS),

Financial Services (FS) and

The selected Offeror(s) shall, at a minimum, provide the OTP3 with the following types of services:

programmatic analyses of policy, investment, and risk considerations

detailed valuations and financial analyses of specific projects or programs

written preparation of proposals and/or solicitations

written and oral evaluations of proposals and/or solicitations

development and presentation of reports

participation in negotiations and execution of agreements and contracts

program and task management, including quality control

project estimating and schedule development and review

public outreach and project marketing

administrative support and staffing

Provided below is a more detailed explanation of the anticipated services that are to be provided for each

type of staff augmentation service:

1. Business Management Services (BMS)

Services are focused on the evaluation of P3 projects from a business perspective and are across

all modes of transportation and in support of all transportation agencies within the

Commonwealth as directed by the OTP3. In addition, services may be in support of design-build

or other alternative delivery methods within specific transportation agencies. Services for BMS

shall include, but not be limited to the following:

Researching, developing, and drafting requests for information and request for proposals,

request for detailed proposals for P3 projects. Assist in the development of negotiation

strategy and all activities related to the development of a P3 project, including analysis of key

commercial issues, development of commercial documents, contracts, and associated

exhibits;

Providing expert advice and guidance on business and policy decisions related to the P3

program and projects, including development of high-level and detailed-level screenings of

potential P3 projects;

Providing analysis and interpretation of state, national, and international programs to enhance

Virginia’s P3 program;

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Developing reports and informing OTP3 leadership of unique and innovative ideas, concepts

and industry best practices, both nationally and internationally;

Coordinating directly with the OTP3 Program Manager or Agency Task Manager to fulfill

requests for information on current projects and policy issues, facilitating risk analysis,

insurance/risk assessments and gap analysis, developing estimates for routine Operations and

Maintenance (O&M), lifecycle, tolling operations, and design, construction and other

elements required to develop P3 or alternative delivery projects;

Providing support at all levels of expertise and need for the development, negotiation and

execution of agreements and/or contracts;

Providing guidance and support to facilitate proactive and interactive public outreach

activities related to the development and implementation of the P3 program and specific

projects; and

Providing program management, project management and administrative support and all

other staff and activities as required to meet the needs of the P3 program.

2. Financial Services (FS)

Services are focused on the financial evaluation of P3 projects across all modes of transportation

and in support of all transportation agencies within the Commonwealth as directed by the OTP3.

In addition, services may also be in support of design-build or other alternative delivery methods

within specific transportation agencies. Services for FS shall include, but not be limited to the

following:

Researching, developing and drafting detailed valuations, monetization and financial

analyses, innovative alternative financial regimes, business case development, value for

money analysis and other financial activities in support of the development of transportation

projects and program proposals;

Providing expert advice and guidance on financial and policy decisions related to the P3

program and projects, including development of financial data related to high-level and

detailed-level screenings of potential P3 projects;

Developing reports and informing OTP3 leadership of unique and innovative financial ideas,

concepts and industry best practices, both nationally and internationally to promote the

development of multi-modal projects in the commonwealth;

Providing support at all levels of expertise and need for the development, negotiation and

execution of agreements and/or contracts;

Evaluation of impacts, benefits and liabilities related revenues and cost, toll analysis, life

cycle cost, revenue sharing, refinancing alternatives, traffic and revenue studies, risk

assessment and all other financial analysis appropriate and required for the development of

P3 projects: and

Providing program management, project management and administrative support and all

other staff and activities as required to meet the needs of the P3 program.

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B. Staffing Requirements

1. The following staff positions are required, relevant to the services proposed, and shall at a

minimum be provided by the Offeror to meet the requirements of Section III of this RFP:

(BMS) Business Management Services; and

(FS) Financial Services

For the purpose of this solicitation, the classification of EXPERT is defined as being

recognized nationally by their peers for their expertise in the development and execution of

transportation and public-private partnerships and have a minimum of 20 years experience in

government relations, transportation or related field, working with state and federal

governments, preferably in Virginia.

Identified persons provided in the RFP shall have the following minimum qualifications:

a. Expert Business Management Consultant (BMS): is expected to possess the following

qualifications:

Progressive experience in the development and delivery of complex multi-modal

transportation projects.

Proven resumes demonstrating a primary responsibility for the successful development

and deployment of contracts in the areas of transportation, multi-modal facilities,

public-private partnerships and alternative delivery procurements for public sector

clients, preferably in Virginia.

Proven record of providing guidance to public sector transportation agencies in

program development, project development and procurement, contracts, policy and

regulatory matters as they relate to P3’s, design-build and alternative delivery methods

and initiatives.

b. Expert Financial Consultant (FS): is expected to possess the following qualifications:

Progressive experience in the development and delivery of innovative finance for

multi-modal projects in transportation, public-private partnerships, design-build and

alternative delivery procurements;

Proven resume of providing advanced, technical research, analysis and evaluations

and recommendations to public sector transportation agencies relative to federal and

state innovative financing initiatives and financial management tools for P3’s and

alternative delivery projects and procurements; and

Extensive knowledge and recognized industry leadership in the areas of risk

allocation, cost analysis and contract and project management for transportation,

public-private and/or design-build projects

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c. Task Manager (BMS, FS): Offeror will provide Task Managers to support and

administer the services identified in the “Required Services.” Task Manager will be

expected to possess the following within their fields of expertise:

Minimum of 5 years progressive and demonstrated experience in one or more of the

fields identified in the required services, including engineering principles, business

development, financial analysis, report writing, policy and procedure development,

risk management, insurance risk assessment, public outreach, scheduling, estimating

and contract and procurement development and administration;

Proven record in developing, implementing and monitoring policies, procedures,

guidance and programs for multi-modal transportation, and alternative delivery

projects and contracts; and

Significant experience in providing research, analysis, business and financial

management tools in support of public sector owners, multi-modal projects and the

procurement of complex contracts.

d. Task Specialist (BMS, FS): Offeror will provide Task Specialists to support designated

Task Managers in the implementation of “Required Services” as detailed in associated

task orders. Task Specialists will be expected to possess the following in their fields of

expertise:

Minimum of 2 years progressive and demonstrated experience in the implementation

of the required services as defined in the applicable task order, including financial

analysis, business policy, contractual development, report writing and procedure

development, risk assessment and other anticipated services to advance Virginia’s P3

Program;

Proven record in developing, implementing and monitoring policies, procedures,

guidance and programs for multi-modal transportation, and alternative delivery

projects and contracts; and

Relevant experience in providing research, analysis, business and financial

management tools in support of public sector owners, multi-modal projects and the

procurement of complex contracts.

e. Technical Writer/Administrative Personnel (BMS, FS): is expected to possess the

following qualifications:

Minimum of 5 years experience in writing reports, contracts, presentations and

documents for technical topics and administrative tasks;

Demonstrated knowledge in the production of materials including Requests for

Information, Requests for Proposals, agreements and/or contracts, as well as

applications, reports and documents for federal or state officials or agencies;

Demonstrated knowledge of administrative responsibilities including but not limited to

development of presentations, document drafting, assembly reports, application

development; and

Experience with large, complex multi-modal transportation projects is desirable.

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f. Estimator (BMS): is expected to possess the following qualifications:

Technical training and/or related experience such as Certified Construction Manager

(CCM) certification or Earned Value Professional (EVP) certification;

A minimum of 5 years work experience on construction related projects including,

construction estimating, cost accounting and control, project management, contract

negotiation and administration for large complex transportation projects;

Demonstrated experience reviewing specifications and drawings to determine scope of

work and required contents of estimate; and

Demonstrated experience performing parametric analyses applying industry standard

estimating/pre-construction software with a high degree of proficiency.

g. Scheduler (BMS): is expected to possess the following qualifications:

Technical training and/or related experience such as Certified Construction Manager

(CCM) certification or Earned Value Professional (EVP) certification;

A minimum of 5 years work experience planning, scheduling, monitoring, resource

loading, updating and reporting on CPM schedules for large, complex transportation

projects, particularly public-private partnerships and/or design-build projects;

Demonstrated proficiency with the latest versions of Primavera and MS Project

scheduling software;

Demonstrated proficiency preparing and evaluation of construction critical path

schedules using consultant’s experience in production rates to determine accurate

duration of activities.

2. Staff Changes

Changes in consultant(s) staff assigned to a project or Task Order will require the OTP3’s prior

approval. It is highly desirable that staff assigned a project or Task Order continue to work on

the task until completion.

3. Security Clearance and Criminal History Check

Security clearance and criminal history checks may be required of the consultant(s) and/or staff.

For more information see Special Terms and Conditions Section VIII.25.

4. Task Orders

Prior to Offeror(s) engaging in work on behalf of the Commonwealth, a work plan will be

submitted by the Offeror and after mutual agreement a Task Order shall be executed by an

authorized representative of the Commonwealth and Offeror. The format of the standard Task

Order will be agreed upon prior to contract award. Offeror shall perform and carry out the

services defined in the Task Order in the manner and to the extent of satisfying the requirements

of the work as described in the Statement of Needs of this RFP. The Offeror is fully expected to

complete the scope of work within the agreed upon budget and timeframe. The Offeror will not

be compensated for unauthorized cost overruns. Additional assignments and/or renewals of Task

Orders must be executed by an authorized representative of the Commonwealth. The OTP3

may or may not grant future task assignments and/or renewal periods if it determined to be in the

best interest of the Commonwealth.

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5. Reporting

Progress reports and deliverables shall be provided by the consultant in accordance with the Task

Order or as mutually agreed upon in the resulting contract. The consultant shall attend meetings,

make site visits etc., as required and provide a written narrative as requested.

IV. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS:

A. GENERAL INSTRUCTIONS:

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

RFP in the following quantity and format: One (1) original, one (1) redacted, five (5) full paper copies,

one (1) full electronic copy on CD in Adobe pdf format of the entire proposal.

1. 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

OTP3 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 OTP3. 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. If submitting proposals for the two types of required services, the consultant must submit two

separate sets of proposal documents, one for each type of service.

D. 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.

E. 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”

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are highly desirable, although their absence will not have a large impact and would be useful,

but are not necessary.

F. Each copy of the proposal and supporting documentation should be bound or contained in a

single volume. All portions of the proposal shall be in accordance with Section IV B 1 and 2

and are to be typed pages front and back (excluding résumés) 8½ x 11” page size (larger pages

are allowed for figures or tables, but must be folded into the overall proposal and used

sparingly). No font smaller than 12 point shall be used.

G. Ownership of all data, materials, and documentation originated and prepared pursuant to the

RFP shall belong exclusively to the Commonwealth of Virginia and be subject to public

inspection in accordance with the Virginia Freedom of Information Act.

H. 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.

2. Oral Presentation: Offerors who submit a proposal in response to this RFP shall be required to give an

oral presentation of their proposal to the OTP3. 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 OTP3 will schedule the time and location of these presentations with Offerors.

B. SPECIFIC PROPOSAL INSTRUCTIONS: Proposals should be as thorough and detailed as possible

so that the OTP3 may properly evaluate Offeror capabilities to provide the required services. Offerors are

required to submit the following items as a complete Proposal:

A. RFP Cover sheet – Complete with Offeror information / signatures.

B. Letter of Submittal – Provide a Letter of Submittal on the Offeror’s letterhead confirming the official

representative and point of contact for the Offeror. The letter shall identify such individual’s name,

title, address, phone and fax numbers, and e-mail address and shall be signed by an authorized

representative of the Offeror’s organization. If the Offeror is not yet a legal entity or is a joint

venture, all major participants or, if applicable, all joint venture partners/members shall sign the

letter. All signatures shall be original and signed in ink. The Letter of Submittal shall not exceed

two (2) pages.

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C. Executive Summary – Offerors shall provide an Executive Summary containing a brief description

of their proposal and indicate which service category the Offeror is responding to and the approach

to providing those services. The Executive Summary shall not exceed five (5) pages.

D. Service Category Section (limit 20 pages)

a. Description of Offeror Team Members:

1) Offerors shall provide descriptions of each team member, with statements and/or

letters indicating all team members’ commitment to the Proposal. Each team

member shall be identified by firm name and location. There shall be a

description of the role of each team member. Offerors shall further provide a

description of each team member’s capabilities and experience in providing

similar services to other organizations or entities.

2) Offerors shall provide a general description of the capabilities of team members

submitting the proposal, which contains an outline of the ability of the Offeror to

meet the requirements of this RFP.

3) Offerors shall provide a completed Offeror Data sheet (Attachment A) for each

team member.

b. Experience and References:

1) Offeror shall provide a general description of similar services previously provided

by the Offeror team members to other entities or organizations.

2) Offerors shall provide a description of the Offerors understanding of the federal

and state statutes governing P3 and alternative delivery procurements, and the

Commonwealth’s procurement processes for multi-modal transportation projects.

In particular the Offeror should focus on their team’s experience in evaluating,

managing, negotiating, or otherwise participating in public-private partnerships or

alternative delivery methods for multi-modal transportation projects.

3) Proposals should also provide any relevant experience the firm(s) may have with

the Federal Highway Administration (FHWA), Federal Transit Administration or

other relevant Federal transportation agencies particularly in regards to public-

private partnerships or alternative delivery methods for transportation projects.

c. Approach to Providing Services:

1) The Proposals shall contain a detailed description of the approach to providing

services for the service category the Offeror is responding to. The approach

description shall provide sufficient information to enable the OTP3 to understand

and evaluate the Offeror’s plan to meet the requirements of the services requested.

2) The Offerors should strive to assemble team members that provide the wide range

of services noted in the Statement of Needs and describe how the team will work

in coordination with the OTP3 to meet the objectives of the P3 Program.

3) The Offerors approach description shall contain a staffing plan with an

organizational chart(s) indicating the resources and individuals to be dedicated to

the services required. The staffing plan should include the number, names where

possible, and the capabilities and experience of the employees to be assigned to

the project. The staffing plan should also include the ability of the Offeror team

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to respond in a timely manner to requests from the OTP3 and Offeror team

resources to be dedicated to the provision of the services required.

4) The Offerors shall include their policy statement regarding Equal Employment.

For more information see Special Terms and Conditions, Section VII.C.

d. Small Business Subcontracting Plan:

1) The Offeror shall submit a Small Business Subcontracting Plan in accordance

with Attachment D, which shall contain a detailed description of its planned

utilization of Department of Minority Business Enterprise (DMBE) certified small

businesses under the resulting contract.

2) The Offerors Small Business Subcontracting Plan shall contain a specific plan for

utilization of Department of Minority Business Enterprise (DMBE) certified

Small Businesses under the resulting contract.

3) See Special Terms and Conditions, Section VII.N for additional information on

small business contracting and required evidence of compliance.

4) Small Business Subcontracting Plan does not count towards 20 page limit for

service category.

e. Fee Proposal forms:

1) The Offeror shall submit completed Fee Proposal forms (Attachment C) for each

staffing position required for service category included in the Proposal.

2) Fee Proposal forms do not count towards 20 page limit for service category.

f. Resumes forms:

1) The Offeror shall submit completed Resume forms (Attachment B) for each

staffing position required for service category included in the Proposal

2) Resume forms do not count towards 20 page limit for service category.

Offerors shall be aware that OTP3 reserves the right to conduct an independent investigation of any

information, including prior experience, identified in a Proposal by contacting project references,

accessing public information, contacting independent parties, or any other means. OTP3 also reserves the

right to request additional information from an Offeror during the evaluation of its Proposal.

V. EVALUATION AND AWARD CRITERIA:

A. EVALUATION CRITERIA:

The Proposal Evaluation Team will review all proposals received by the proposal submission deadline.

Proposals must be complete and responsive to all sections of the Request for Proposals. Proposals that do

not fulfill all program requirements or omit any of the requested contents may receive a reduced

evaluation.

Criteria Weight 1. Experience and capabilities of Offeror team 15 points

2. Experience and qualifications of personnel assigned to perform the services 15 points

3. Approach to Providing Services 40 points

4. Fee proposal 10 points

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5. Small Business Subcontracting Plan 20 points

Total 100 points

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 so selected, the

OTP3 shall select the Offeror which, in its opinion, has made the best proposal, and shall award the

contract to that Offeror. The OTP3 reserves the right to make multiple awards as a result of this

solicitation. The OTP3 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 OTP3 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 Offerors proposal as negotiated.

VI. PRE-PROPOSAL CONFERENCE

A mandatory pre-proposal conference will be held November 17, 2011 at 10:00 AM EST at 600 East Main

Street, Richmond, VA. 23219 12th floor South Conference Room. The purpose of this conference is to allow

potential Offerors an opportunity to present questions and obtain clarification relative to any facet of this

solicitation.

Due to the importance of all Offerors having a clear understanding of the specifications/scope of work and

requirements of this solicitation, attendance at this conference will be a prerequisite for submitting a

proposal. Proposals will only be accepted from those Offerors who are represented at this pre-proposal

conference. Attendance at the conference will be evidenced by the representative’s signature on the

attendance roster. No one will be admitted after 10:05AM EST.

Bring a copy of the solicitation with you. Any changes resulting from this conference will be issued in a

written addendum to the solicitation.

VII. 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 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 “Vendors Manual” on the “Vendor” tab.

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 and any litigation with respect thereto shall be

brought in the 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

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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 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, 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 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 these requirements.

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 Offerors, 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: By entering into a written contract with

the Commonwealth of Virginia, the Offeror certifies that they do not, and shall not during the performance

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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 submitting their proposal, Offerors certify that they are not currently

debarred by the Commonwealth of Virginia from submitting proposals on contracts for the type of goods

and/or services covered by this solicitation, nor are they an agent of any person or entity that is currently so

debarred.

G. ANTITRUST: By entering into a contract, the Offeror 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 shall be a cause for

rejection of the proposal. Modification of or additions to any portion of the Request for Proposal 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 as nonresponsive. As a precondition to

its acceptance, the Commonwealth may, in its sole discretion, request that the Offeror withdraw or modify

nonresponsive portions of a proposal which do not affect quality, quantity, price, or delivery. No

modification of or addition to the provisions of the contract shall be effective unless reduced to writing and

signed by the parties.

I. CLARIFICATION OF TERMS: If any prospective Offeror has questions about the specifications or

other solicitation documents, the prospective Offeror should contact the POC whose name appears on the

face of the solicitation no later than November 22, 2011. Any revisions to the solicitation will be made

only by addendum issued by the OTP3.

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.

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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 the date of offset 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 researched and challenged, and that portion of the invoice held in abeyance

until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the

Commonwealth shall promptly notify the contractor, in writing, as to those charges which it

considers unreasonable and the basis for the determination. A contractor may not institute legal

action unless a settlement cannot be reached within thirty (30) days of notification. 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. A contractor awarded a contract under this solicitation is hereby obligated:

(1) To pay the subcontractor(s) within seven (7) days of the contractor’s receipt of payment from

the Commonwealth 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.

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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 Offeror 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 scope of the contract. An 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 Offeror. 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 Offeror shall comply with the notice upon receipt. The Offeror 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 Offerors accounts for the number of units of work performed,

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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 Offeror 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 Offeror 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 Offeror 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 procure them 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.

R. 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 insurance coverage will be provided by insurance

companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

MINIMUM INSURANCE COVERAGES AND LIMITS REQUIRED FOR MOST CONTRACTS:

1. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers

of three or more employees, to include the employer. Contractors who fail to notify the

Commonwealth of increases in the number of employees that change their workers’ compensation

requirements under the Code of Virginia during the course of the contract shall be in noncompliance

with the contract.

2. Employer’s Liability - $100,000.

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3. Commercial General Liability - $1,000,000 per occurrence. 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 must be named as an additional insured and so

endorsed on the policy.

4. Automobile Liability - $1,000,000 per occurrence. (Only used if motor vehicle is to be used in the

contract.)

S. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a

contract over $50,000, as a result of this solicitation, the purchasing agency will publicly post such notice

on the DGS/DPS eVA web site (www.eva.state.va.us) for a minimum of 10 days.

T. DRUG-FREE WORKPLACE: During the performance of this contract, the Offeror agrees to (i) provide

a drug-free workplace for the Offeror’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 Offeror, 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.

U. NONDISCRIMINATION OF CONTRACTORS: An Offeror shall not be discriminated against in the

solicitation or award of this contract because of race, religion, color, sex, 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.

V. eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION: The eVA Internet electronic

procurement solution, website 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 eprocurement solution either through the eVA Basic

Vendor Registration Service or eVA Premium Vendor Registration Service. All Offerors must register in

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eVA and pay the Vendor Transaction Fees specified below; failure to register will result in the proposal

being rejected.

Effective July 1, 2011, vendor registration and registration-renewal fees have been discontinued.

Registration options are as follows:

a. eVA Basic Vendor Registration Service: eVA Basic Vendor Registration Service includes

electronic order receipt, vendor catalog posting, on-line registration, electronic bidding, and the

ability to research historical procurement data available in the eVA purchase transaction data

warehouse.

b. eVA Premium Vendor Registration Service: eVA Premium Vendor Registration Service includes

all benefits of the eVA Basic Vendor Registration Service plus automatic email or fax

notification of solicitations and amendments.

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

a. For orders issued July 1, 2011 thru June 30, 2012, the Vendor Transaction Fee is:

i. DMBE-certified Small Businesses: 0.75%, capped at $500 per order.

ii. Businesses that are not DMBE-certified Small Businesses: 0.75%, capped at $1,500 per order.

b. For orders issued July 1, 2012 and after, the Vendor Transaction Fee is:

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

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

The specified vendor transaction fee will be invoiced, by the Commonwealth of Virginia Department of

General Services, approximately 30 days after the corresponding purchase order is issued and payable 30

days after the invoice date. Any adjustments (increases/decreases) will be handled through purchase order

changes.

W. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the

Commonwealth and its agencies shall be bound hereunder only to the extent of the funds available or which

may hereafter become available for the purpose of this agreement.

X. SET-ASIDES. This solicitation is set-aside for DMBE-certified small business participation only when

designated “SET-ASIDE FOR SMALL BUSINESSES” in the solicitation. DMBE-certified small

businesses are those businesses that hold current small business certification from the Virginia Department

of Minority Business Enterprise. This shall not exclude DMBE-certified women-owned and minority-

owned businesses when they have received the DMBE small business certification. For purposes of award,

Offerors shall be deemed small businesses if and only if they are certified as such by DMBE on the due

date for receipt of proposals.

Y. PROPOSAL PRICE CURRENCY: Unless stated otherwise in the solicitation, Offeror shall state offer

prices in US dollars.

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Z. 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.

VIII. SPECIAL TERMS AND CONDITIONS

A. RECORDS EXCLUSION FROM PUBLIC DISCLOSURE DURING AUDIT: Pursuant to the

provisions of §2.2-3705.6 (22) of the Code of Virginia, trade secrets, as defined in the Uniform Trade

Secrets Act (§ 59.1-336 et seq.), including, but not limited to, financial records, including balance sheets and

financial statements, that are not generally available to the public through regulatory disclosure or

otherwise, and revenue and cost projections supplied by a private or nongovernmental entity to the Inspector

General of the Virginia Department of Transportation for the purpose of an audit, special investigation, or

any study requested by the Inspector General’s Office in accordance with law may, subject to a

determination by the Inspector General as described herein, be withheld from public disclosure under the

Virginia Freedom of Information Act (FOIA). To enable the Inspector General to identify data or records

that may be subject to this exclusion from disclosure under FOIA during an audit or special investigation,

the Offeror shall, in accord with procedures adopted by the Inspector General, make a written request to the

Inspector General of the Virginia Department of Transportation, invoking such exclusion upon submission

of the data or other materials for which protection is sought, identifying with specificity the data or other

materials for which protection is sought, and stating the reasons why protection is necessary.

The Inspector General of the Virginia Department of Transportation shall determine whether the requested

exclusion from disclosure is necessary to protect the trade secrets or financial records of the private entity.

The Virginia Department of Transportation shall make a written determination of the nature and scope of

the protection to be afforded by it. Notwithstanding the foregoing, the Offeror’s failure to comply with the

requirements stated herein and procedures established by the Inspector General for seeking an exclusion

pursuant to §2.2-3705.6 (22) of the Code of Virginia shall result in a denial of the exclusion. Requests for

exclusion that are submitted after data or other materials for which protection is sought have been

submitted will be denied.

If litigation directly or indirectly results from or arises out of a granted exemption, the Offeror will be

responsible for all litigation costs incurred by the Offeror and/or the Commonwealth associated with such

litigation. In no event shall the Commonwealth of Virginia or its officers, employees or agents, be liable to

the Offeror as a result of any disclosure of records or data collected by the Commonwealth, its officers,

employees or agents, pursuant to an audit, special investigation, or any study requested by the Inspector

General’s Office, whether or not the Inspector General has determined that the requested exclusion from

disclosure under FOIA is necessary to protect the trade secrets or financial records of the private entity, and

in no event shall the Commonwealth, or its officers, employees, or agents be liable to the Offeror for any

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damages or other claims arising directly or indirectly from a determination that the exclusion from public

disclosure will not be granted.

B. ADVERTISING: In the event a contract is awarded for supplies, equipment, or services resulting from

this proposal, no indication of such sales or services to the Commonwealth will be used in product

literature or advertising. The Offeror shall not state in any of its advertising or product literature that the

Commonwealth of Virginia or any agency or institution of the Commonwealth has purchased or uses any

of its products or services, and the Offeror shall not include the Commonwealth or its agencies in any client

list in advertising and promotional materials without the prior written approval of the Commonwealth’s

representative.

C. AUDIT: The Offeror shall retain all books, documents, papers, accounting records, subcontracting records,

and other evidence supporting any of the services performed, and the costs incurred, at all times during the

contract period, and for five (5) years after payment of the final invoice or final audit, whichever is later.

Such evidence shall be maintained at the Offeror’s office and made available to the Commonwealth at

reasonable times. Such evidence will be subject to audit and inspection at any time by the Commonwealth.

D. CANCELLATION OF CONTRACT: The Commonwealth reserves the right to cancel and terminate any

resulting contract, in part or in whole, without penalty, upon 60 days written notice to the Offeror. In the

event the initial contract period is for more than 12 months, the resulting contract may be terminated by

either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to

the other party. Any contract cancellation notice shall not relieve the Offeror of the obligation to deliver any

outstanding orders issued prior to the effective date of cancellation.

E. RENEWAL OF CONTRACT: This contract is for an initial term of two (2) years and may be renewed by

the Commonwealth for three (3) successive (1) year periods under the terms and conditions of the original

contract except as stated herein. Price increases, including escalation, may be negotiated only at the time of

renewal and shall be granted at the Commonwealth’s sole discretion. Written notice of the

Commonwealth’s intention to renew shall be given approximately 90 days prior to the expiration date of

each contract period.

1. If the Commonwealth elects to exercise the option to renew the contract for an additional one year

period, the contract price for the additional one year shall not exceed the contract price of the original

contract increased/decreased by more than the percentage increase/decrease of the services category of

the CPI-W section of the Consumer Price Index of the United States Bureau of Labor Statistics for the

latest twelve months for which statistics are available.

2. If during any subsequent renewal periods, the Commonwealth elects to exercise the option to renew the

contract, the contract price for the subsequent renewal period shall not exceed the contract price of the

previous renewal period increased/decreased by more than the percentage increase/decrease of the

services category of the CPI-W section of the Consumer Price Index of the United States Bureau of

Labor Statistics for the latest twelve months for which statistics are available.

F. PRIME CONTRACTOR RESPONSIBILITIES: The Offeror shall be responsible for completely

supervising and directing the work under this contract and all subcontractors that may be utilized, using his

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best skill and attention. Subcontractors who perform work under this contract shall be responsible to the

prime Contractor. The Offeror agrees that he is fully responsible for the acts and omissions of his

subcontractors and of persons employed by them as he is for the acts and omissions of his own employees.

G. CONTRACTOR AS INDEPENDENT CONTRACTOR: During the performance of this Contract, the

Offeror and his/her employees shall be regarded as an independent Contractor and not as employees or

agents of the Commonwealth of Virginia. The Offeror shall be responsible for all its own and its

employees' insurance and federal, state, local and FICA taxes.

H. CONFLICT OF INTEREST: Offerors shall require its proposed team members to identify potential

conflicts of interest (real or perceived) relative to the performance of the services required in this RFP.

Offerors are notified that prior or existing contractual obligations between a company and another public or

private entity that may be contrary to the Commonwealth’s transportation objectives or contractual interests

may present a conflict of interest. If a potential conflict of interest is identified, the Offeror shall submit in

writing the pertinent information to the OTP3. The OTP3, in its sole discretion, will make a determination

relative to potential organizational conflicts of interest. An organization found to have a conflict of interest

relative to this procurement that cannot be mitigated in the sole discretion of the OTP3, shall not be allowed

to participate as a team member for this project.

a. Upon award of a contract subsequent to this RFP, the OTP3 reserves the right to prohibit an organization

or individual from competing in any way for any solicitation in the development of which the

organization or individual has directly or significantly participated.

b. Conflicts of interest are described in state and federal law, and may include, but are not limited to the

following situations:

1. An organization or individual hired by the OTP3 to provide assistance in development of

instructions to Offerors or evaluation criteria for this RFP.

2. An organization or individual hired by the OTP3 or other Commonwealth agency to provide

assistance in development of instructions to Offerors or evaluation criteria as part of the

programmatic guidance or procurement documents, and as a result has a unique competitive

advantage relative to this RFP.

3. Any organization or individual hired by the OTP3 or other Commonwealth agency for the services

noted in items 1 or 2 above may not also contract with another entity for the same project or

program.

The OTP3 reserves the right, in its sole discretion, to make determinations relative to potential conflicts of

interest on a project specific basis.

I. RESERVATION OF RIGHTS: The OTP3 reserves the right to revise and modify, at any time prior to

the Proposal submittal date, factors it will consider in evaluating responses to this RFP and to otherwise

revise its evaluation methodology. The OTP3 further reserves the right to waive or permit corrections to

data submitted with any response to this RFP until such time as the OTP3 declares in writing that a

particular stage or phase of its review of the responses to this RFP has been completed and closed. In

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addition, the OTP3 reserves its right to reject any Proposal that is deemed incomplete or to permit submittal

of addenda and supplements to data previously provided with any response to this RFP until such time as

the OTP3 declares in writing that a particular stage or phase of its review of the responses to this RFP has

been completed and closed.

J. INTELLECTUAL PROPERTY RIGHTS: All documents, which for the purpose of the contract are

defined to include, but not be limited to, reports, plans, subject data (“subject data” is defined as all

information, whether or not copyrighted, that is compiled or delivered or specified to be compiled or

delivered under this contract), drawings, studies, specifications, memoranda, estimates and computations

secured by and for the Offeror in the prosecution of the resultant contract, shall become and remain the

property of the Commonwealth during and upon termination or completion of the work. The

Commonwealth shall have the right to use such documents for any public purpose without compensation to

the Offeror, other than as hereinafter provided. If the Commonwealth uses the documents for a purpose

other than that for which this contract is executed, such use shall be at the risk of the Commonwealth.

Except for its own internal use, the Offeror shall not publish or reproduce documents, in whole or in part in

any manner or form, nor shall the Contractor authorize others to do so without the written consent of the

OTP3.

The Commonwealth reserves the right to publish initially all documents. The Offeror shall not release or

publish any documents without the prior written approval of the OTP3 or the Task Manager as applicable.

Neither the Offeror, nor any subcontractor or any agents, employees nor subcontractors thereof, shall

publish, participate in the publication of, or make oral presentations regarding any documents, information

or material relating to any project Task Order, either during or after the term of this contract, without

specific prior written consent of the OTP3. Any releases to the news media must be approved in writing by

and released through the OTP3.

No documents produced as part of this contract, and in whole or part with public funds, shall be copyrighted

by the Offeror. If a project uses federal funds, any final report shall contain the following:

a. An acknowledgment, “Prepared in cooperation with the U.S Department of Transportation, Federal

Highway Administration and the Commonwealth of Virginia Office of Transportation Public-Private

Partnerships (or other agency as appropriate)”;

b. A disclaimer, “The contents of this report reflect the view of the Offeror/Consultant who is responsible

for the facts and the accuracy of the data presented herein. The contents do not necessarily reflect the

official views or policies of the Federal Highway Administration or the Commonwealth of Virginia’s

Office of Transportation Public-Private Partnerships (or other agency as appropriate). This report does

not constitute a standard, specification or regulation”;

c. A statement, if published by either the Commonwealth or the Offeror/Consultant, giving credit to all

participating agencies. In the event the OTP3 does not subscribe to the conclusions of the report, the

following statement shall be added: “The opinions, findings, and conclusions expressed in this

publication are those of the authors and do not necessarily represent those of the Commonwealth of

Virginia’s Office of Transportation Public-Private Partnerships.”

K. CLAIMS: The Offeror shall be responsible for resolution of any and all claims resulting from work

performed under this contract. Claims made to the Commonwealth under this contract will be referred to

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the Offeror for handling. Failure to properly respond to and resolve property damage and claims constitutes

unsatisfactory performance and may result in cancellation of the contract.

L. WRITTEN APPROVAL: OTP3 will provide the Offeror with copies of all written approvals.

M. STATE CORPORATION COMMISSION IDENTIFICATION NUMBER: Pursuant to Code of

Virginia, §2.2-4311.2 subsection B, an Offeror organized or authorized to transact business in the

Commonwealth pursuant to Title 13.1 or Title 50 is required to include in its proposal the identification

number issued to it by the State Corporation Commission (SCC). Any Offeror that is not required to be

authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title

50 or as otherwise required by law is required to include in its proposal a statement describing why the

Offeror is not required to be so authorized.

N. SMALL BUSINESS SUBCONTRACTING AND EVIDENCE OF COMPLIANCE: 1. It is the goal of the Commonwealth that 40% of its purchases be made from small businesses. This

includes discretionary spending in prime contracts and subcontracts. All potential Offerors are required

to submit a Small Business Subcontracting Plan. Unless the Offeror is registered as a DMBE-certified

small business and where it is practicable for any portion of the awarded contract to be subcontracted to

other suppliers, the contractor is encouraged to offer such subcontracting opportunities to DMBE-

certified small businesses. This shall not exclude DMBE-certified women-owned and minority-owned

businesses when they have received DMBE small business certification. No Offeror or subcontractor

shall be considered a Small Business, a Women-Owned Business or a Minority-Owned Business unless

certified as such by the Department of Minority Business Enterprise (DMBE) by the due date for receipt

of proposals. If small business subcontractors are used, the prime contractor agrees to report the use of

small business subcontractors by providing the purchasing office at a minimum the following

information: name of small business with the DMBE certification number, phone number, total dollar

amount subcontracted, category type (small, women-owned, or minority-owned), and type of

product/service provided.

2. Each prime contractor who wins an award in which provision of a small business subcontracting plan is

a condition of the award, shall deliver to the contracting agency or institution on a quarterly basis,

evidence of compliance (subject only to insubstantial shortfalls and to shortfalls arising from

subcontractor default) with the small business subcontracting plan. When such business has been

subcontracted to these firms and upon completion of the contract, the contractor agrees to furnish the

purchasing office at a minimum the following information: name of firm with the DMBE certification

number, phone number, total dollar amount subcontracted, category type (small, women-owned, or

minority-owned), and type of product or service provided. Payment(s) may be withheld until

compliance with the plan is received and confirmed by the agency or institution. The agency or

institution reserves the right to pursue other appropriate remedies to include, but not be limited to,

termination for default.

3. Each prime contractor who wins an award valued over $200,000 shall deliver to the contracting agency

or institution on a quarterly basis, information on use of subcontractors that are not DMBE-certified

small businesses. When such business has been subcontracted to these firms and upon completion of

the contract, the contractor agrees to furnish the purchasing office at a minimum the following

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information: name of firm, phone number, total dollar amount subcontracted, and type of product or

service provided.

O. ADDITIONAL INFORMATION: The OTP3 reserves the right to ask any Offeror to submit information

missing from its offer, to clarify its offer, and to submit additional information which the OTP3 deems

desirable, and does not affect quality, quantity, price or delivery.

P. ADDITIONAL USERS: This procurement is being conducted on behalf of state agencies, institutions and

other public bodies who may be added or deleted at anytime during the period of the contract. The addition

or deletion of authorized users not specifically named in the solicitation shall be made only by written

contract modification issued by the OTP3 and upon mutual agreement of the Offeror. Such modification

shall name the specific agency added or deleted and the effective date. The Offeror shall not honor an order

citing the resulting contract unless the ordering entity has been added by written modification.

Q. PROPOSAL ACCEPTANCE PERIOD: Any proposal in response to this solicitation shall be valid for

120 days. At the end of the 120 days the proposal may be withdrawn at the written request of the Offeror.

If the proposal is not withdrawn at that time it remains in effect until an award is made or the solicitation is

canceled.

R. CONTRACTUAL DISPUTES: Contractual claims arising after final payment shall be governed by

Section 2.2-4363A of the Code of Virginia. This claim shall be submitted to the OTP3 which will render a

decision within 30 days. Contractual disputes arising during the course of performance shall be submitted

to the OTP3 Deputy Director who will make a decision in 30 calendar days, which will be final. If the

claim is not resolved to the vendor’s satisfaction, they may appeal to the OTP3 Director. In this

circumstance, the OTP3 Director will make a final decision on the claim in 15 days of notice from the

vendor. Vendors will not be precluded from filing a claim at the conclusion of performance as a result of

the decision made during the course of contract performance.

S. DELAYS IN AWARD: Delays in award of a contract beyond the anticipated starting date may result in a

change in the contract period indicated in the solicitation. If this situation occurs, the OTP3 reserves the

right to award a contract covering the period equal to or less than the initial term indicated in the

solicitation.

T. eVA BUSINESS-To-GOVERNMENT CONTRACTS AND ORDERS: The solicitation/contract will

result in multiple purchase order(s) with the eVA transaction fee specified below assessed for each order.

a. For orders issued prior to August 16, 2006, the Vendor Transaction Fee is 1%, capped at a maximum of

$500 per order.

b. For orders issued August 16, 2006 thru June 30, 2011, the Vendor Transaction Fee is:

(i) DMBE-certified Small Businesses: 1%, Capped at $500 per order.

(ii) Businesses that are not DMBE-certified Small Businesses: 1%, Capped at $1,500 per order.

c. For orders issued July 1, 2011 thru June 30, 2012, the Vendor Transaction Fee is:

(i) DMBE-certified Small Businesses: 0.75%, Capped at $500 per order.

(ii) Businesses that are not DMBE-certified Small Businesses: 0.75%, Capped at $1,500 per order.

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d. For orders issued July 1, 2012, and after, the Vendor Transaction Fee is:

(i) DMBE-certified Small Businesses: 1%, Capped at $500 per order.

(ii) Businesses that are not DMBE-certified Small Businesses: 1%, Capped at $1,500 per order.

The specified vendor transaction fee will be invoiced, by the Commonwealth of Virginia Department of

General Services, approximately 30 days after the corresponding purchase order is issued and payable 30

days after the invoice date. Any adjustments (increases/decreases) will be handled through purchase order

changes.

The eVA Internet electronic procurement solution, website portal www.eva.virginia.gov , streamlines and

automates government purchasing activities in the Commonwealth. The portal is the gateway for vendors to

conduct business with state agencies and public bodies.

Vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA

Internet e-procurement solution and agree to comply with the following: If this solicitation is for a term

contract, failure to provide an electronic catalog (price list) or index page catalog for items awarded will be

just cause for the Commonwealth to reject your bid/offer or terminate this contract for default. The format

of this electronic catalog shall conform to the eVA Catalog Interchange Format (CIF) Specification that can

be accessed and downloaded from www.eVA.virginia.gov. Contractors should email Catalog or Index Page

information to eVA-catalog-manager@dgs.virginia.gov.

U. INDEMNIFICATION: Offeror agrees to indemnify, defend and hold harmless the Commonwealth of

Virginia, its officers, agents, and employees from any claims, damages and actions of any kind or nature,

whether at law or in equity, arising from or caused by the use of any materials, goods, or equipment of any

kind or nature furnished by the contractor/any services of any kind or nature furnished by the contractor,

provided that such liability is not attributable to the sole negligence of the using agency or to failure of the

using agency to use the materials, goods, or equipment in the manner already and permanently described by

the contractor on the materials, goods or equipment delivered.

V. NEGOTIATION WITH LOWEST OFFEROR: Unless all proposals are cancelled or rejected, the OTP3

reserves the right granted by § 2.2-4318 of the Code of Virginia to negotiate with the lowest responsive,

responsible Offeror to obtain a price within the funds available to the agency whenever such task order

exceeds the agency’s available funds. For the purpose of determining when such negotiations may take

place, the term “available funds” shall mean those funds which were budgeted by the Commonwealth for a

specific task order(s) developed during the term of the contract. Negotiations with the low Offeror may

include both modifications of the proposal price and the Scope of Work/Specifications to be performed.

The OTP3 shall initiate such negotiations by written notice to the lowest responsive, responsible Offeror

that its task order exceeds the available funds and that the agency wishes to negotiate a lower price. The

times, places, and manner of negotiating shall be agreed to by OTP3 and the lowest responsive, responsible

Offeror.

W. PRIME CONTRACTOR RESPONSIBILITIES: The Offeror shall be responsible for completely

supervising and directing the work under this contract and all subcontractors that may be utilized, using his

best skill and attention. Subcontractors who perform work under this contract shall be responsible to the

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prime contractor. The Offeror agrees that he is as fully responsible for the acts and omissions of his

subcontractors and of persons employed by them as he is for the acts and omissions of his own employees.

X. SAFETY AND HEALTH STANDARDS: It is a condition of the contract, and shall be made a condition

of each subcontract entered into pursuant to the contract, that the Offeror and any subcontractor shall not

require any worker employed in performance of the contract to work in surroundings or under working

conditions that are unsanitary, hazardous, or dangerous to their health or safety, as determined under

construction safety and health standards promulgated by the US Secretary of Labor in accordance with

Section 107 of the Contract Work Hours and Safety Standards Act. The Offeror shall comply with the

Virginia Occupational Safety and Health Standards adopted under Section 40.1-22 of the Code of Virginia

and the duties imposed under Section 40.1-51.1 of the Code. Any violation of the requirements or duties

that is brought to the attention of the Offeror shall be immediately abated. Additionally at a minimum, all

Offeror personnel shall comply with the following unless otherwise determined unsafe or inappropriate in

accordance with OSHA regulations: Hardhats shall be worn while participating in or observing all types of

field work when outside of a building or outside of the cab of a vehicle, and exposed to, participating in or

supervising construction. Respiratory protective equipment shall be worn whenever an individual is

exposed to any item listed in the OSHA Standards as needing such protection unless it is shown the

employee is protected by engineering controls. Adequate eye protection shall be worn in the proximity of

the grinding, breaking of rock and/or concrete, while using brush chippers, striking metal against metal or

when working in situations where the eyesight may be in jeopardy. Safety vests shall be worn by all

exposed to vehicular traffic and construction equipment. Standards and guidelines of the current Virginia

Work Area Protection Manual shall be used when setting, reviewing and removing traffic controls. Flag

persons shall be certified according to the Virginia Flagger Certification Program. No person shall be

permitted to position themselves under any raised load or between hinge points of equipment without first

taking steps to support the load by the placing of a safety bar or blocking. Explosives shall be purchased,

transported, stored, used and disposed of by a Virginia Certified Blaster in possession of a current criminal

history record check and a commercial driver’s license with hazardous materials endorsement and a valid

medical examiner’s certificate. All federal, state and local regulations pertaining to explosives shall be

strictly followed. All electrical tools shall be adequately grounded or double-insulated. Ground fault

Circuit Interrupter (GFCI) protection must be installed in accordance with the National Electrical Code

(NEC) and current Virginia Occupational Safety and Health Agency (VOSH) regulations. No person shall

enter a confined space without training, permits and authorization. Fall protection is required whenever an

employee is exposed to a fall six feet or greater.

Y. SECURITY REQUIREMENTS: All Vendors, Contractors or other Persons accessing VDOT’s CII/SSI

material in any form shall be required to comply with VDOT’s CII/SSI Policy Guide for Employees,

Vendors, Contractors or other Persons Accessing VDOT’s CII/SSI. This guide can be located at

www.virginiadot.org/business/const/CII-CriticalStructureInformation.asp.

Z. SUBCONTRACTS: No portion of the work shall be subcontracted without prior written consent of the

OTP3. In the event that the Offeror desires to subcontract some part of the work specified herein, the

Offeror shall furnish the OTP3 the names, qualifications and experience of their proposed subcontractors.

The Offeror shall, however, remain fully liable and responsible for the work to be done by its

subcontractor(s) and shall assure compliance with all requirements of the contract.

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AA. TERMINATION OF CONTRACT: If the Offeror fails to provide quality goods or services in a

professional manner and in accordance with applicable laws, regulations or proposal provisions, solely

as determined by the OTP3 and, upon receipt of notice from OTP3 does not correct the deficiency

within a reasonable period of time (not to exceed seven (7) calendar days unless otherwise agreed to by

the OTP3), the OTP3 reserves the right to terminate the contract by giving written notice to the Offeror.

Upon termination OTP3 may procure the services from another Offeror in accordance with the Default

term within the General Terms and Conditions.

BB. REPORTING AND DELIVERY INSTRUCTIONS: All documents, reports, contracts or any other

materials required for the performance of the services contained in this RFP shall be delivered to the

OTP3 Program Manager as designated by the Director of the OTP3. All documents or materials

developed pursuant to this RFP shall be delivered to OTP3 in draft form, unless otherwise specified in

writing by the designated Program Manager. At all times, the Offeror shall incorporate OTP3 or

Agency comments, as applicable, and reissue the documents or materials in final form. No documents

or materials shall be delivered by the Offeror to any party outside of OTP3 without prior written

approval of the designated Program Manager. The OTP3 will review final versions of all documents

and materials subject to this RFP prior to release.

IX. METHOD OF PAYMENT

A. Payments will be made thirty (30) days after approval of each accepted invoice.

B. Invoices must reference the Contract Number, Invoice Number, all applicable tasks for which the payment

is being requested, the rates charged per individual, the number of hours worked per individual, and shall

contain a description of the work performed by each individual for which payment is sought.

C. Payments should be submitted on a monthly basis on or before the last day of the month and must contain

all charges for the subject month. Invoices should be addressed to:

Office of Transportation Public-Private Partnerships

Attn: Deputy Director

600 E. Main Street, Suite 2120

Richmond, VA 23219

X. PRICING SCHEDULE

Offeror shall provide pricing for each staff classification identified in Section III on Fee Proposal Forms

(Attachment C). Pricing shall be provided in an hourly rate. The OTP3 desires an hourly rate inclusive of

any direct or indirect cost associated in provided the services described herein. The Offeror shall not

charge the OTP3 for travel time. The OTP3 will only pay for actual hours worked on projects associated

with Task Orders fully executed by the OTP3.

Travel expenses will be separate from the hourly rate noted above and will be defined as a non-salary

direct expense. Travel expenses will be limited to transportation, lodging, meals and other incidental

travel expenses and shall not exceed the maximum amounts for such expenses in VDOT’s current travel

policies and procedures. VDOT’s current travel policies will be provided to the Offeror at the time the

work plan is defined. Travel expenses shall be limited to only those expenses that are necessary for

providing essential services to the Commonwealth in accordance with the resulting contract. All travel

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expenses must be approved by the OTP3 or designee. Expenses that are not approved will not be

reimbursed.

XI. ATTACHMENTS

Attachment A Offeror Data Sheet

Attachment B Resume Form

Attachment C Fee Proposal Form

Attachment D Small Business Subcontracting Plan

Attachment E SWaM Compliance Report Form

Attachment F Proprietary/ Confidential Information Summary Form

Attachment G State Corporation Commission Form

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ATTACHMENT A

OFFEROR'S DATA SHEET

1. QUALIFICATIONS OF OFFEROR: The Offeror must have the capability and capacity in all respects to fully

satisfy all of the contractual requirements for either business management services or financial services.

2. YEARS IN BUSINESS: Indicate the length of time you have been in business providing this type of service.

_________Years ______ Months

3. REFERENCES: Indicate either below or by attachment a listing of at least three (3) clients that your firm has

provided the products and/or services described in the Proposal. Include the dates service was furnished, and the

name, address, email address, telephone and fax number of the person the OTP3 has your permission to contact.

A narrative statement should be provided for each reference, describing the scope, size and type of service

provided to each reference. Please verify that the contact persons whom you have listed below are still

employed with these firms prior to submitting their names.

4. Is your firm currently registered as an eVA vendor? __No ___Yes Registration is a requirement to receive an award.

CLIENT'S NAME AND

ADDRESS

BEGIN &

END DATES

OF SERVICE

NARRATIVE STATEMENT

PERSON TO

CONTACT AND

TELEPHONE, FAX

NUMBER AND

EMAIL

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ATTACHMENT B

RESUME FORM

Brief Resume of Key Person, specialist, and individual team member anticipated for this contract. (List

at least three (3), but no more than five (5) relevant projects for which you have performed a similar

function.)

a. Name & Title:

b. Project Assignments:

c. Name of Firm with which associated:

d. Years experience: With this Firm Years With Other Firms Years

e. Education: Degree(s)/Year/Specialization:

f. Active Registration: Year First Registered/ Discipline/VA Registration #:

g. Experience and Qualifications relevant to the proposed required services (Note whether experience is with

current firm or with other firm. Note your specific responsibilities and authorities, not those of the firm. Note

dates and contact information for client/owner who can verify your role and performance):

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ATTACHMENT C

FEE PROPOSAL FORMS

Business Management Services-Fee Proposal Form

Offerors shall complete only the column entitled Hourly Fee $

Hourly Fee $

N/A

Expert Business Management Consultant $

Task Manager $

Task Specialist $

Technical Writer $

Administrative Personnel $

Estimator $

Scheduler $

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Financial Services Proposal Form

Offerors shall complete only the column entitled Hourly Fee $

Hourly Fee $

N/A

Expert Financial Consultant $

Task Manager $

Task Specialist $

Technical Writer $

Administrative Personnel $

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ATTACHMENT D

SMALL BUSINESS SUBCONTRACTING PLAN

Failure to complete, sign and return Section A or B of this Attachment as per the Special Terms and Conditions of

this solicitation MAY result in your proposal being rejected

If you have any questions contact Cary B. Stickel at cary.Stickel@vdot.virginia.gov for assistance.

SPECIAL NOTICE TO OFFEROR

This solicitation contains a small business participation plan, Attachment D, as explained in page 15 of the Special Terms

and Conditions. This must be completed by all Offerors. Subconsultants included in section B of the Small Business

Participation Plan must be certified as a small business by the Department of Minority Business Enterprise (DMBE) prior

to the opening of this solicitation to be considered.

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ATTACHMENT D

Small Business Subcontracting Plan Definitions

Small Business: "Small business " means an independently owned and operated business which, together with affiliates, has

250 or fewer employees, or average annual gross receipts of $10 million or less averaged over the previous three years. Note:

This shall not exclude DMBE-certified women- and minority-owned businesses when they have received DMBE small business

certification.

Women-Owned Business: Women-owned business means a business concern that is at least 51% owned by one or more

women who are citizens of the United States or non-citizens who are in full compliance with United States immigration law, or

in the case of a corporation, partnership or limited liability company or other entity, at least 51% of the equity ownership

interest is owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with

United States immigration law, and both the management and daily business operations are controlled by one or more women

who are citizens of the United States or non-citizens who are in full compliance with the United States immigration law.

Minority-Owned Business: Minority-owned business means a business concern that is at least 51% owned by one or more

minority individuals or in the case of a corporation, partnership or limited liability company or other entity, at least 51% of the

equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more

minority individuals and both the management and daily business operations are controlled by one or more minority

individuals.

All small businesses must be certified by the Commonwealth of Virginia, Department of Minority Business Enterprise

(DMBE) by the due date of the solicitation to participate in the SWAM program. Certification applications are

available through DMBE online at www.dmbe.virginia.gov (Customer Service).

Offeror Name: _____________________________________________

Preparer Name: ________________________________________ Date: ____________________

Instructions

A. If you are certified by the Department of Minority Business Enterprise (DMBE) as a small business, complete only Section

A of this form. This shall not exclude DMBE-certified women-owned and minority-owned businesses when they have

received DMBE small business certification.

B. If you are not a DMBE-certified small business, complete Section B of this form. For the offeror to receive credit for the

small business subcontracting plan evaluation criteria, the offeror shall identify the portions of the contract that will be

subcontracted to DMBE-certified small business in this section. Points will be assigned based on each offeror’s proposed

subcontracting expenditures with DMBE certified small businesses for the initial contract period as indicated in Section B

in relation to the offeror’s total price.

Section A If your firm is certified by the Department of Minority Business Enterprise (DMBE), are you certified as a (check only one

below):

______ Small Business

______ Small and Women-owned Business

______ Small and Minority-owned Business

Certification number:__________________________Certification Date:___________________________

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Section B Populate the table below to show your firm's plans for utilization of DMBE-certified small businesses in the

performance of this contract. This shall not exclude DMBE-certified women-owned and minority-owned businesses

when they have received the DMBE small business certification. Include plans to utilize small businesses as part of

joint ventures, partnerships, subconsultants, suppliers, etc.

B. Plans for Utilization of DMBE-Certified Small Businesses for this Procurement

Small

Business

Name &

Address

DMBE

Certificate #

Status if

Small

Business is

also:

Women

(W),

Minority

(M)

Contact

Person,

Telephone &

Email

Type of

Goods

and/or

Services

Planned

Involvement

During Initial

Period of the

Contract

Planned

Contract

Dollars

During

Initial

Period of the

Contract

Totals $

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Attachment E COMMONWEALTH OF VIRGINIA

DEPARTMENT OF TRANSPORTATION

INSTRUCTIONS FOR

SWaM COMPLIANCE REPORT (Form ASD-63)

The Prime Contractor is required to submit a SWaM Compliance Report to the contract administrator on payments made

to all subcontractors as specified in Small Business Subcontracting Plan in the Special Terms & Condition to include

Small, Women-owned and Minority-owned Business Enterprises (SWaM) certified by DMBE and non- SWaM

businesses for the designated quarterly reporting period if required. All amounts paid to certified SWaM businesses are

subject to monitoring and enforcement mechanisms. It is the responsibility of the prime contractor to provide evidence of

SWaM payments in response to the small business plan provided in the solicitation for this contract.

The instructions below correspond to each item on the report. Please follow the instructions.

1. Contractor/ Tax I.D. No. enter the complete name of the prime contractor and their federal tax identification

number.

1a. Contract Name indicate the name of the contract as it appears on contract documents

1b. District indicate the VDOT responsible district where the contract is being performed. See list of districts in these

instructions

1c. Contract No. provide contract number

2. Period Ending indicate the reporting period based on the Reporting Schedule listed in these instructions

3. Subcontractor/Vendor Telephone Number and Certification Number enter the names of all subcontractors

and suppliers that participate on this contract whether SWaM or not if required. For SWaM vendors please

provide the certification number provided by the Virginia Department of Minority Business Enterprise (DMBE)

4. Tax I.D. No. insert the tax identification number of the vendor that appears in the preceding column

5. SWaM Category S,W,M, None indicate the SWaM status of each vendor identified as a subcontractor or vendor.

This number is issued by DMBE and can be located on their website at www.dmbe.virginia.gov.

6. Subcontract Amount indicate the subcontract amount for any vendor listed on this form.

7. Subcontractor Payment this section identifies the prime expenditures to vendors listed on this form for SWaM

vendors on contracts valued at or above $100,000 and non-SWaM vendors for contracts valued at or above

$200,000.

7a. This Quarter indicate the amount paid to each subcontractor per reporting period. If no payments were made

during this period enter $0.

7b. Year to Date summarizes all payments made to the vendor to date.

8. Type of Work or Commodity indicate scope of work or commodity acquired from the subcontractor

Effective October 5, 2007 all Form ASD-63’s for a particular reporting period shall be submitted preferably in an

electronic format to the contract administrator or responsible district personnel by the dates of each calendar year.

REPORTING SCHEDULE

QUARTER REPORTING PERIOD DATE DUE TO CONTRACT

ADMINISTRATOR 1

st July 1 – September 30 Five(5) working days after the reporting period 2

nd October 1 – December 31 Five(5) working days after the reporting period 3

rd January 1 - March 31 Five(5) working days after the reporting period 4

th April 1 – June 30 Five(5) working days after the reporting period

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If the submittal date falls on a weekend/holiday, the forms shall be submitted to the OTP3contract administrator or

responsible district personnel on the following business day.

DISTRICTS

Central Office Hampton Roads Bristol Fredericksburg Salem Culpeper

Lynchburg Staunton Richmond NOVA Statewide

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SWaM COMPLIANCE REPORT (1) Contractor/Tax I.D. No.

_______________________________________________________________________________________ Page ______ of ______

(1a) Contract Name

___________________________________________ (1c) Contract

No._________________________ (2) Period Ending

__________ (1b) District

___________________

(3) Subcontractor/ Vendor

Tele No., Certification No. (4) Tax I.D.

No.

(5)

SWaM

Categor

y

S, W, M,

None

(6) Sub-

Contract

Amount

(7) Subcontractor Payment

(8) Type of Work or

Commodity (7a)This

Quarter (7b) To Date

All amounts paid to subcontractors/vendors are to

be reported and submitted by VDOT's quarterly

submittal schedule. See instructions

I/We under penalty of law that the information provided herein is accurate, current and

complete to the best of my/our knowledge.

Signature and Title of Company Official _______________________ Date _____

Print Name and Phone No. of Individual Completing Report ___________________

Administrative Services

Procurement Section

Staff Augmentation for OTP3 Services

RFP # 160-11-CS

41

ATTACHMENT F

PROPRIETARY/CONFIDENTIAL INFORMATION

SUMMARY FORM

SECTION/TITLE PAGE NUMBER(S) REASON(S) FOR WITHHOLDING FROM DISCLOSURE

Identify the reason for withholding from disclosure by applying the applicable code from below and/or by written

explanation.

A= This page contains information relating to “trade secrets”, and “proprietary information” including processes,

operations, style of work, or apparatus, identify, confidential statistical data, amount or source of any income...of

any person (or) partnership. “See Virginia Public Procurement Act, Section 2.2-4342 (D). Unauthorized disclosure

of such information would violate the Trade Secrets Act 18 U.S.C. 1905.

B= This page contains proprietary information including confidential, commercial or financial information which was

provided to the Government on a voluntary basis and is of the type that would not customarily release to the public.

See Virginia Public Procurement Act, Section 2.2-4342 (D); 5 U.S.C. 552 (b)(4); 12 C.F.R. 309.5(c)(4).

C= This page contains proprietary information including confidential, commercial or financial information. The

disclosure of such information would cause substantial harm to competitive position and impair the Government’s

ability to obtain necessary information from contractors in the future. 5 U.S.C. See Virginia Public Procurement

Act, Section 2.2-4342 (D); 552 (b)(4); 12 C. F. R. 309.5(c)(4).

Administrative Services

Procurement Section

Staff Augmentation for OTP3 Services

RFP # 160-11-CS

42

ATTACHMENT G

State Corporation Commission Form

Virginia State Corporation Commission (SCC) registration information. The bidder:

is a corporation or other business entity with the following SCC identification number: ____________ -OR-

is not a corporation, limited liability company, limited partnership, registered limited liability partnership, or business

trust -OR-

is an out-of-state business entity that does not regularly and continuously maintain as part of its ordinary and customary

business any employees, agents, offices, facilities, or inventories in Virginia (not counting any employees or agents in

Virginia who merely solicit orders that require acceptance outside Virginia before they become contracts, and not counting

any incidental presence of the bidder in Virginia that is needed in order to assemble, maintain, and repair goods in

accordance with the contracts by which such goods were sold and shipped into Virginia from bidder’s out-of-state location)

-OR-

is an out-of-state business entity that is including with this bid an opinion of legal counsel which accurately and

completely discloses the undersigned bidder’s current contacts with Virginia and describes why those contacts do not

constitute the transaction of business in Virginia within the meaning of § 13.1-757 or other similar provisions in Titles 13.1

or 50 of the Code of Virginia.

**NOTE** >> Check the following box if you have not completed any of the foregoing options but currently have pending

before the SCC an application for authority to transact business in the Commonwealth of Virginia and wish to be

considered for a waiver to allow you to submit the SCC identification number after the due date for bids (the

Commonwealth reserves the right to determine in its sole discretion whether to allow such waiver):