06-01-26 Town of Round Hill Water and Sewer Rate Study FINAL.pdf

Water and Sanitary Sewer Utility Rate Study

RFP NO: 2026-01

Issue Date: June 1, 2026

*Pre-Proposal Meeting: June 10, 2026 at 10:00 A.M. EDT

Pre-Proposal Meeting Location: Town Office

23 Main Street

Round Hill, VA

Remote Participation https://us02web.zoom.us/j/85385773985?pwd=1VwgAimPWd3QBKXnRzAl6QlaikQfF8.1

**Question Deadline: June 17, 2026 at 4:30 p.m.

Proposal Due Date: June 26, 2026 by 2:00 P.M.

Delivery Address: Town of Round Hill

Round Hill, VA 20141

Staff Contact: Harriet West, Project Coordinator hwest@roundhillva.gov

540-338-7878

*The pre-proposal meeting is not mandatory; however, it is strongly recommended that offerors attend to gain a thorough understanding of the project.

**Questions must be submitted by email to hwest@roundhillva.gov by the date/time specified above.

mailto:hwest@roundhillva.gov

TABLE OF CONTENTS

1. Purpose ----------------------------------------------------------------------------------------- 1

2. Background ------------------------------------------------------------------------------------ 1

3. Scope of Work --------------------------------------------------------------------------------- 4

4. Schedule ---------------------------------------------------------------------------------------- 6

5. Evaluation Criteria and Selection Process ------------------------------------------------- 7

6. Contract Award, Notice of Award, and Execution ---------------------------------------- 8

7. Contract Term and Renewal ----------------------------------------------------------------- 9

8. Proposal Preparation and Submission Instructions --------------------------------------- 9

APPENDIX A: Professional Services Agreement/Contract --------------------------------- 11

APPENDIX B: Required Forms ----------------------------------------------------------------- 24

1. Purpose

The Town of Round Hill is requesting sealed proposals from well-qualified consulting firms to provide utility rate consulting services to include a comprehensive water and wastewater cost of service study and rate methodology review of the Town’s municipally owned and operated water and wastewater utility systems. In addition, the firm will provide a non-proprietary interactive rate model that will enable the Town to examine the long-term fiscal impact to changes in various financial variables. This engagement will include working closely with

Town staff, engineers, consultants, and elected officials to provide a written report and presentations in preparation for the FY 2028 budget cycle. The Town will begin the FY2028 budget cycle in January 2027; however, the study should be completed by December 2026 to allow discussion and consideration of recommendations.

Following the initial rate study, the firm will conduct an annual review and analysis to determine if any rate adjustments are needed before the Council approves the water and sewer user fees as part of the annual budget process.

2. Background

General: The Town of Round Hill was incorporated in 1900 and is located in Loudoun County, Virginia, approximately 53 miles from Washington, D.C. The corporate limits of the Town cover an area of approximately 0.40 square miles, and the estimated population is 684 residents.

The Town’s utility service area covers approximately 1,700 acres and includes properties within the Town limits and out-of-town properties contained within the Loudoun County Joint Land

Management Area (JLMA)1. The Town provides water and wastewater service to 1,835 customers, including 257 in-town and 1,578 out-of-town customers. As permitted by the Town

Charter, the Town charges a multiplier of 1.5 for out-of-town customers. There are 1,795 residential customers and 40 non-residential customers; all customers are billed at a uniform rate.

Much of the current water system was provided by Round Hill Associates both as proffered facilities for the Villages rezoning as well as pursuant to a court-ordered Consent Decree with the Town. Under the terms of that Consent Decree, the developer paid reduced or waived availability fees in exchange for providing wells, storage, and treatment facilities.

The Round Hill utility system experienced very rapid growth from the mid-1990s through

2005, followed by a period of minimal/no growth from around 2005 to 2011. Since then, the

Town has experienced moderate growth, with little to no growth in recent years. Future potential growth is limited to several small in-fill projects and a 12-acre commercial parcel.

Water System: The current Round Hill water supply is provided by 12 active groundwater wells that withdraw from the fractured bedrock aquifer(s) in the region. On average, the Town withdraws approximately 280,000 gallons per day. Over the past several years, the Town has

1 A Joint Land Management Area (JLMA) in Loudoun County is a designated, unincorporated area surrounding an incorporated town intended to be served by town water and sewer services.

experienced the effects of the regional drought and customers have been under Voluntary or

Mandatory Water Conservation measures.

The Town’s water distribution system consists of approximately 36 miles of pipe ranging from

2 to 16 inches in diameter. The water system is broken into two zones:

• Main Zone: The Main Zone serves 1,685 customers and is supplied by the 500,000-gallon Evening Star Water Tank and the new 500,000-gallon Airmont Water Tank that was put in service in January 2026. The Town plans to take the Evening Star Water Tank offline for approximately six months beginning in June 2026 for interior and exterior renovation. The tank will be refilled and brought back online in late 2026.

The Main Zone distribution system consists primarily of ductile iron piping ranging from 6 to 16 inches in diameter. Most of the in-Town piping was constructed in the mid-1980s. The majority of the out-of-Town piping has been installed since 2000. Most of the Round Hill distribution system in the Main Zone is sufficiently looped to provide appropriate fire flows and to minimize the risk of extended outages in the event of a line break or isolation for maintenance; however, there are a few significant areas of the system where a single pipe is responsible for connection to the rest of the distribution system. Construction of the Airmont Water Tank has significantly reduced the risks associated with these single-pipe connections, and there are two waterline projects currently underway to further connect and loop the Main Zone system.

• Stoneleigh Zone: The 93,000-gallon Stoneleigh Water Tank serves 150 residential customers in the Stoneleigh community as well as the Stoneleigh Golf and Country

Club, all located outside the Town corporate limits. The Stoneleigh Zone distribution system was constructed by a developer in the early 1990’s and primarily consists of 6 and 8-inch diameter PVC piping. The Stoneleigh Zone was originally connected to the

Main Zone, but the two zones essentially operated independently due to elevation differences. The Town disconnected the Stoneleigh Zone from the Main Zone in 2021 to eliminate a stretch of high-pressure dead-end line. The Stoneleigh Zone experiences high pressures throughout most of the community and the Town is considering a future capital project to install a series of pressure reducing valves and to reconnect Stoneleigh to the Main Zone.

Most of the Town’s water line breaks occur in the Stoneleigh Zone. This is attributed to high pressures, corrosive soils, sub-standard material used for water lines, and improper water line bedding.

Water Treatment in the Round Hill water system consists of iron and manganese removal and chlorination. Eight of the nine Main Zone wells pump to one of three treatment facilities. Each facility includes pressure greensand filters for iron and manganese removal and sodium hypochlorite addition for disinfection. One Main Zone well (Well 719) pumps directly into the distribution system but has chemical addition at the well house for iron and manganese sequestering. The Stoneleigh Zone has sodium hypochlorite addition from a well building near the three Stoneleigh Zone wells.

The Town’s drinking water consistently meets the requirements and maximum contaminant levels (MCLs) as established by the Virginia Department of Health (VDH) and the

Environmental Protection Agency (EPA). Several wells were found to exceed the MCLs for

PFAS and the Town is actively pursuing options for PFAS treatment to be in compliance with

Federal standards by 2029/2031.

Water Demand Projections: The Town conducted a Water System Planning Study in 2015, which has been revisited in 2021, 2023, and 2025. Given the limited undeveloped area within the Town’s JLMA, water demand growth is expected to be limited.

Water Production Capacity: The safe yield of the Town’s existing wells has declined over time, and additional declines may occur in the future. The Town added a new well to the system in 2024 (Well D) and is currently working with Emery & Garrett Groundwater

Investigations on exploring additional potential well sites. It is expected that one or more additional wells will be needed in the coming years to maintain overall water system health and sufficient capacity.

Meter Reading System & Billing: The Town has implemented an Advanced Metering

Infrastructure (AMI) meter reading system over the past several years using the Neptune 360 software platform and AMI meter reading devices. The AMI system currently reads about 98% of the Town’s meters and the remainder are picked up using radio read. The AMI system has been very beneficial with early leak detection. The Town transitioned from bi-monthly billing to monthly billing in April 2024. The Town is in the process of rolling out a customer-facing platform (Neptune My360), which will give customers the ability to monitor their water consumption on a daily basis and set usage alarms.

Wastewater System: As with the water system, the wastewater system service area covers approximately 1,700 acres. The service area includes properties within the Town limits and out-of-town properties contained within the JLMA. Approximately 1,835 customers are currently served by the wastewater treatment plant. The wastewater collection system consists of approximately 30 miles of underground gravity piping (8 to 12” diameter), and five raw wastewater pump stations. Most in-Town collection system piping was constructed in the mid-

1970’s. The majority of the out-of-Town piping was constructed after 2000. The five pump stations range in age from 10-25 years.

All wastewater in the Town system flows and/or is pumped to the Round Hill Wastewater

Treatment Plant (WWTP) located outside the Town corporate limits. The current WWTP design capacity is 750,000 gallons per day. Annual average flow at the WWTP is roughly 300,000-

350,000 gallons per day. The WWTP was originally constructed in the mid-1970’s but was significantly upgraded and expanded in 2002. The plant was upgraded again in 2011 to provide enhanced nutrient removal and to add equipment to expand the facility to the current 0.75 MGD capacity. Most of the facility structures and equipment were constructed during either the 2002 or 2011 upgrade projects.

Prior Rate Studies: Since 2004, the Town has conducted several water and sewer rate studies.

The most recent study was conducted in 2023. These studies were conducted internally.

Relevant Links:

Town of Round Hill Budgets

Financial Reports/Audits

2023 Rate Study Information

2025 Round Hill Water System: Water Production Capacity Update

2015 Water System Planning Study Report

3. Scope of Work

The selected consultant (“Consultant”) shall provide professional services to evaluate the

Town’s water and sewer utility finances and to develop recommended rate structures that ensure long-term financial sustainability, equity, and compliance with applicable financial policies.

The Scope of Work shall include the following tasks:

Task 1 – Project Initiation and Management

• Conduct a kickoff meeting with Town representatives to confirm the Council’s expectations, project objectives, schedule, and communication protocols.

• Prepare a detailed work plan and data request list.

• Establish regular coordination with Town staff throughout the project (at least monthly).

• Provide written monthly project management and progress updates.

Task 2 – Data Collection and Review

• Collect and review relevant data, including:

o Historical financial statements (minimum 3–5 years).

o Current and historical budgets.

o Billing and consumption data.

o Existing rate ordinances and policies.

o Capital Improvement Plan (CIP) and asset information.

• Evaluate data completeness and identify any gaps or anomalies.

Task 3 – Utility System and Financial Assessment

• Evaluate the current financial condition of the water and sewer enterprise funds.

• Review operating revenues and expenditures.

• Assess existing reserve levels and financial policies.

• Evaluate debt obligations and coverage requirements.

• Review Town’s Fiscal Policy Guidelines and, if warranted, provide recommended modifications.

• Review the adequacy of the approach used in financing capital improvements.

• Review processes used to allocate General Fund costs associated with services and support of utility funds (also known as “chargeback” for services such as human resource administration, legal services, financial services, utility account billing and collection, IT support, public works administration and engineering, utility line and facility maintenance, etc.); provide recommendations for tracking and allocating these expenses.

• Identify key financial trends and risks.

https://www.roundhillva.gov/finance/pages/budgets https://www.roundhillva.gov/finance/pages/audits https://www.roundhillva.gov/finance/pages/2023-rate-study-discussion https://www.roundhillva.gov/sites/g/files/vyhlif4951/f/uploads/2025-11-05_water_system_production_capacity_update.pdf https://www.roundhillva.gov/sites/g/files/vyhlif4951/f/uploads/2015-05_water_system_planning_study_-_final_approved.pdf

Task 4 – Revenue Requirements Analysis

• Develop projected revenue requirements for both water and sewer utilities based on a five-year planning horizon (FY 2028-FY2032), including:

o Operations and maintenance costs o Age and condition of system o Capital improvement funding needs (10-year forecast) o Debt service obligations o Consumption history, trends, and projections resulting from conservation measures o Reserve targets and funding policies

• Identify any revenue deficiencies or surpluses under current rates.

Task 5 – Cost of Service Analysis

• Allocate costs between water and sewer utilities, as appropriate.

• Classify costs as fixed and variable.

• Evaluate the equity and proportionality of cost distribution.

• Prepare a separate cost of service analysis for the Stoneleigh System based on the future projected capital improvement projects.

Task 6 – Rate Structure Evaluation and Design

• Evaluate the Town’s existing rate structures, including base charges, uniform rates, and fees.

• Collaborate with the Town’s financial advisors on potential financing scenarios.

Task 7 – Financial Modeling

• Develop a comprehensive, non-proprietary, 1user-friendly financial model that:

o Projects revenues, expenses, and fund balances o Incorporates rate scenarios and assumptions o Allows Town staff to update inputs and test future scenarios

• Provide documentation and instructions for use.

Task 8 – Rate Recommendations and Implementation Plan

• Develop recommended annual water and sewer rate schedules over a five-year period.

• Quantify the fiscal and customer impacts of recommended rates.

• Provide guidance on implementation timing and considerations.

Task 9 – Stakeholder Engagement and Presentations

• Conduct monthly progress meetings with Town staff (in-person and/or Zoom).

• Attend and present at up to three Town Council meetings or public hearings, including budget meetings.

• Prepare clear and concise materials suitable for non-technical audiences.

• Respond to questions from staff and elected officials.

Task 10 – Annual Review and Rate Adjustment Services

During any contract renewal term, the Consultant shall provide annual review and analysis of the Town’s water and sewer utility rates and financial condition. This effort shall include, at a minimum:

• Review the most recent fiscal year financial data, including revenues, expenditures, and fund balances.

• Evaluate actual performance compared to projections from the rate study and financial model.

• Update key assumptions, including operating costs, capital improvement needs, and debt obligations.

• Identify any changes in consumption patterns or customer base that may impact revenues.

• Assess the adequacy of current rates to meet revenue requirements and financial policies.

Based on this analysis, the Consultant shall prepare a brief annual memorandum summarizing findings and providing recommendations for any necessary rate adjustments to maintain financial stability and compliance with adopted policies. The Consultant shall also update the financial model as needed and be available to present findings to Town staff and the Town

Council upon request.

Task 11 – Deliverables

The Consultant shall provide the following deliverables:

• Draft Report, including:

o Financial assessment o Revenue requirements o Cost of service analysis o Rate alternatives

• Final Report, incorporating Town feedback and including:

o Recommended rate structures o Financial plan o Implementation strategy

• Annual Rate Assessment Memorandum

• Financial Model

• Presentation Materials for Town Council and public meetings

All deliverables shall be provided in electronic format, with editable files where applicable.

NOTE: While it is intended that the Scope of Work will include all essential elements above, Offerors are encouraged to include any items which they feel may have been overlooked. The description and cost of such items should be noted separately in the proposal.

4. Schedule

The Town will make every effort to adhere to the following schedule; however, this schedule is subject to change. Offerors will be notified of any significant schedule changes.

Action Responsibility Date

Issue RFP Town June 1, 2026

Conduct Pre-Proposal Meeting Town June 10, 2026 at 10:00AM EDT

Submission of Questions Offerors June 17, 2026 by 4:30PM EDT

Written Responses to Questions Town June 19, 2026 by 4:30PM EDT

Proposals Due Offerors June 26, 2026 by 2:00PM EDT

Evaluation Process Selection Committee June 29-July 10, 2026

Contract Award Town Council July 15, 2026

Conduct Study Consultant July-December 2026

Present Final Report Consultant January 2027

Annual Review Consultant TBD

Pre-Proposal Meeting: A non-mandatory pre-proposal meeting will be held on June 10, 2026 at

10:AM EDT to provide an overview of the project and to allow prospective Offerors to ask questions. Offerors may attend in-person at the Town Office, 23 Main Street, Round Hill, VA or by Zoom:

https://us02web.zoom.us/j/85385773985?pwd=1VwgAimPWd3QBKXnRzAl6QlaikQfF8.1

Attendance is not required to submit a proposal; however, Offerors are encouraged to participate to gain a better understanding of the Town’s needs and expectations.

Proposal Questions: Offerors may submit questions by email to the staff point of contact, Harriet West, at hwest@roundhillva.gov by June 17, 2026 at 4:30 p.m. The Town will provide a written addendum responding to all questions received by the deadline which will be made available by June 19, 2026. The addendum will be posted on the Town’s website. The addendum will become part of the contract documents. Offerors are soley responsible for obtaining and complying with any RFP addenda issued by the Town.

5. Evaluation Criteria and Selection Process

The Town reserves the right to negotiate Proposal terms with one or more qualified offerors deemed by the Town to be fully qualified and best suited among those submitting proposals.

Proposals will be evaluated based on the following criteria. The Town will select the proposal that represents the best overall value, considering both qualifications and cost.

RFP Evaluation Criteria Possible Points

Experience with Similar Projects: The Town will evaluate the

Offeror’s demonstrated experience in performing water and sewer rate studies for municipal or public utility systems. Particular consideration will be given to experience with small localities of similar size and complexity and those located in Virginia, as well as familiarity with cost-of-service analysis, rate design, and long-term financial planning.

Proposals should highlight recent, relevant projects and clearly describe the scope, outcomes, and the Offeror’s role in each engagement.

Project Approach and Methodology: The Town will evaluate the

Offeror’s proposed approach and methodology for completing the scope of services. This includes the clarity and thoroughness of the work plan, understanding of project objectives, ability to meet the Town’s proposed schedule, and the technical methods used to develop rate recommendations. Emphasis will be placed on approaches that are practical, transparent, and tailored to the needs of a small municipal utility system.

Qualifications of Project Team: The Town will evaluate the qualifications, experience, education, and availability of the proposed project team, including all key personnel who will be directly involved in the work. Consideration will be given to the team’s technical expertise in utility finance, rate design, and financial modeling, as well as experience working with municipal clients similar in size and operation to the Town. The Town will also assess the roles and responsibilities of each team member and the adequacy of staffing to successfully complete the project and all deliverables on time.

References: The Town will evaluate feedback from references provided by the Offeror, particularly from municipal clients for whom similar services have been performed, with an emphasis on those located in

Virginia. Consideration will be given to the Offeror’s past performance, including quality of work, adherence to schedule and budget, communication, and overall client satisfaction with the deliverables and project(s).

Cost Proposal: The Town will evaluate the overall cost of the proposal in relation to the scope of services provided. Consideration will be given to the reasonableness of the proposed fee, the level of effort, and the clarity of the cost breakdown. While cost is an important factor, it will not be the sole determinant, and the Town reserves the right to select a higher-priced proposal if it is deemed to provide greater overall value and in the Town’s best interest.

Understanding of Town Needs: The Town will evaluate the Offeror’s demonstrated understanding of the Town’s specific needs, challenges, and objectives as outlined in the RFP. This includes the Offeror’s ability to recognize the scale and characteristics of a small municipal utility system and to propose practical, implementable solutions that align with the Town’s operational and financial context.

Total Possible Points 100

Additional Information: The Town reserves the right to request additional information or clarification from any Offeror as part of the evaluation process.

Selection Process: The Town will form a Selection Committee to review and rank proposals using the evaluation criteria stated above. Following the initial review of proposals by the

Selection Committee, Offerors deemed most qualified and responsive, based on the written proposals, may be invited for negotiations based upon their proposal. The Town will schedule the time and location of the negotiations.

Oral presentations by the Offeror are an option and may or may not be conducted in the Town’s sole discretion. If oral presentations are conducted, the evaluation criteria will be same as that for the written proposal.

The Selection Committee’s recommendation to award a contract to an Offeror will be based on reviewing the proposals, negotiations, and any oral presentations. The Selection Committee’s recommendation will be presented to the Town Council for approval and Contact award.

6. Contract Award, Notice of Award, and Execution

The Town Council intends to award a contract to a qualified Offeror. The successful Offeror will be required to sign a contract with the Town, a sample copy of which is enclosed. A Notice of Award will be posted on the Town’s website for 10 calendar days. The successful Offeror shall, within 15 days from the date the Town issues its Notice of Award to Award, execute the contract and submit to the Town the insurance endorsements and certificates as required under the contract. Failure to do so may cause the proposal to be considered withdrawn.

7. Contract Term and Renewal: The initial term of the contract shall be for completion of the

Water and Sewer Rate Study. At the Town’s sole discretion, the contract may be extended for up to four (4) additional one-year renewal terms. During any renewal term, the Consultant shall provide annual review and analysis of the Town’s water and sewer rates, including evaluation of financial performance, updated revenue requirements, and recommendations for any necessary rate adjustments. Renewal shall be contingent upon satisfactory performance and the availability of funds and any proposed increase in contractual costs.

8. Proposal Preparation and Submission Instructions

1. General Requirements

Proposals shall be prepared providing a straightforward and concise description of the Offeror’s capabilities to satisfy the requirements of this RFP. Emphasis shall be placed on completeness, clarity, and responsiveness to the Scope of Work.

2. Proposal Format

Proposals shall be organized in the following order:

A. Cover Letter

A brief letter signed by an authorized representative with authority to bind the firm including the firm’s name, address, contact person, phone number, and email address.

B. Firm Qualifications and Experience

Overview of the firm, including relevant experience with water and sewer rate studies, particularly for small municipal utility systems, especially in the Commonwealth of Virginia.

C. Project Team

Identification of key personnel, their roles, education, and relevant experience. Include resumes for all principal and other staff assigned to the project.

D. Project Approach

Description of the proposed methodology, work plan, and schedule for completing the Scope of

Work within the Town’s stated timeframe.

E. Relevant Project Experience

Descriptions of at least three (3) similar projects, including client name, project scope, outcomes, and cost. Descriptions of projects in the Commonwealth of Virginia are encouraged.

F. Cost Proposal

A detailed cost proposal, including a lump sum or not-to-exceed fee, with a breakdown by task or phase. Include any assumptions. Note any considerations for future cost increases should the

Town choose to renew the Contract.

G. References

Provide at least three (3) client references, including contact information (name of organization, contact name and title, address, phone number, and email address). References should be for similar clients as the Town. The Town may contact the references provided, and information from the references will be used as part of the evaluation process.

H. Required Forms

The following forms must be completed and submitted with the proposal: RFP Submission

Form, State Corporation Commission Identification Number, and Trade Secrets or Proprietary

Information.

3. Submission Requirements

Offerors shall submit one original proposal and four (4) copies, properly signed by an official with the authority to bind the Offeror, and submitted in a sealed envelope.

Proposals shall be submitted in accordance with the following:

• Due Date and Time: June 26, 2026 by 2:00PM

• Submission Method: Sealed hard copy

• Recommended Delivery Methods: Hand-delivery, FedEx, or other overnight service

• Submission Address:

Town of Round Hill

Round Hill, VA 20141

Delivery shall be made during normal working hours only, 8:30AM to 4:30PM. The Town discourages submission by regular mail due to potential delays in delivery.

Proposals received after the specified due date and time will be returned unopened to the

Offeror.

4. Proposal Validity

Proposals shall remain valid for a period of 90 days from the submission deadline.

5. Cooperative Procurement

This procurement is being conducted by the Town of Round Hill in accordance with the provisions of Code of Virginia Section 2.2-4304, as amended. If agreed to by the Offeror, other public bodies may utilize these documents. The Offeror shall directly deal with any public body it authorizes to use these documents. The Town, its officials and staff are not responsible for placement of orders, invoicing, payments, contractual disputes, or any other transactions between the Offeror and any other public bodies, and the Town, its officials or staff shall not be responsible for any costs, damages, or injury resulting to any party from use of a Town document. The Town assumes no responsibility for any notifications of the availability of the documents for use by other public bodies, but the Offeror may conduct such notification.

The Town reserves the right to waive any irregularities and technicalities and to reject any and all

Proposals prior to award of the Contract.

APPENDIX A

Professional Services Agreement/Contract

TOWN OF ROUND HILL

WATER AND SANITARY SEWER UTILITY RATE STUDY CONSULTANT

PROFESSIONAL SERVICES AGREEMENT/CONTRACT

THIS WATER AND SANITARY SEWER UTILITY CONSULTANT PROFESSIONAL

SERVICES AGREEMENT/CONTRACT (“Agreement” or “Contract”) is made and entered into as of June ____, 2026 (“Effective Date”), by and between the Town of Round Hill, Virginia, having an address of 23 Main Street, Round Hill, VA 20141, (the “Town”), and_____________, a company authorized to transact business in the Commonwealth of Virginia, with an address of ____________________, (the “Consultant”), on the following terms and conditions:

RECITALS

A. Whereas, the Town is seeking a professional consultant to perform a Water and Sanitary Sewer Rate Study as advertised under the Town’s Request for Proposals, identified as RFP# 2026-01, to which the Consultant responded (the “Project”).

B. Whereas, Consultant provides evaluation of municipal water and sanitary sewer utility finances to develop recommended rate structures that ensure long-term financial sustainability, equity, and compliance with applicable financial policies and has demonstrated the qualifications necessary and desired to complete the Project, and the Town has determined that it is in its best interest to retain Consultant for these specialized professional services.

C. Whereas, the Town desires to retain Consultant to provide professional consulting services, and Consultant desires to render such professional consulting services to the Town, on the terms and conditions set forth herein.

NOW, THEREFORE, the parties intending to be legally bound hereby agree as follows:

AGREEMENT

1. Consulting Period. Consultant will commence work on the Services (defined below) on the Effective Date (“Project Commencement”), and this Agreement shall be in effect for a term commencing on the Effective Date hereof and ending on the date of final completion of the Services (the “Consulting Period”). The Consulting Period may be extended upon the mutual written agreement of the parties.

2. Consulting Services. During the Consulting Period, Consultant agrees to provide the scope of consulting services set forth in the scope of consulting services set forth on Exhibit A attached hereto and made a part hereof (the “Services”) for the total base fee set forth thereon. Harriet West, Project Coordinator, shall serve as the representative for the Town. The Town agrees to provide clear direction to Consultant in writing on all matters of the Project and to be responsive to Consultant’s questions related to the Project and to devote a reasonable amount of staff time to the Project. A party may rely on the representations, approvals, and other actions of the Project

Coordinator of the other party. Consultant may rely upon the accuracy and completeness of information provided to it in writing by the Town.

3. Consulting Fee. During the Consulting Period, the Town shall pay Consultant a total consulting fee of _________________($__,000.00), plus any additional optional fees incurred by the Town in accordance with Exhibit A (collectively, the “Consulting Fee”). The Consulting Fee shall be payable to Consultant upon the Completion of each Task within the Scope of Services set forth on Exhibit A, attached hereto and made a part hereof. The Town shall pay Consultant the Consulting Fee not later than thirty (30) days following the date of Consultant’s written invoice therefor. The Consulting Fee shall include all of Consultant’s expenses, and Consultant shall not receive reimbursement for any business or travel expenses unless separately pre-approved by the Town in writing. The Consulting Fee is for work performed and is not contingent.

Failure to timely pay Consultant may excuse Consultant from further performance of the Services in Consultant’s discretion.

4. Work Product. All documents and materials prepared pursuant to this Agreement are the property of the Town, although Consultant may retain physical copies of them. The parties shall have the unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, or other materials prepared under this Agreement; however, the Consultant may not so publish disclose, distribute, or otherwise use the materials prepared under this Agreement without the prior written consent of the Town. Pursuant to Code of Virginia of 1950, as amended, Section 2.2-

3705.1 (13), effective July 1, 2026, Consultant shall not release customers’ personal information.

5. Incorporation of Documents. This Agreement consists of the following documents which are hereby incorporated by reference and made a part of the Agreement. This Agreement and the incorporated documents describe the subject of the procurement and services and deliverables to be provided, the particulars of its performance, the process and time for payment, and the rights and remedies of the parties. In case of any conflict between the incorporated documents terms, the parties agree that the documents shall be given precedence in the following order, from highest to lowest:

(a) This Agreement including all exhibits

(b) The Town’s Request for Proposal Number 2026-01

(c) The Offeror’s proposal dated ________________, 2026

(d) Any other documents, attachments or addendums as necessary

6. Understanding of Relationship. Consultant acknowledges and agrees that its status at all times shall be that of an independent contractor, and that it may not, at any time, act as a representative for or on behalf of the Town, for any purpose or transaction, and may not bind or otherwise obligate the Town in any manner whatsoever without first obtaining the written approval of the Town. In recognition of its status as an independent contractor, Consultant hereby waives any rights as an employee or deemed employee of the Town. Consultant shall pay directly all taxes associated with the compensation it receives under this Agreement. Consultant acknowledges and agrees that the Town

Attorney shall provide legal services to the Town on this Project, and Consultant shall consult directly with the Town Attorney on all matters of Virginia law related to this Project.

Additionally, Consultant is not a registered lobbyist and does not provide any lobbying (formal or informal), government affairs, media, public relations or other marketing, branding or communications services.

7. Insurance. At all times during the term of this Agreement, the Consultant shall maintain the following insurance coverages in full force and effect and provide the following policy endorsements to the Town:

(a) Commercial General Liability Insurance with a minimum combined single limit of $1,000,000 for each occurrence and $2,000,000 general aggregate.

(b) Excess/umbrella insurance with a minimum combined single limit of $2,000.000 for each occurrence and $3,000,000 general aggregate.

(c) Automobile Liability Insurance, for any auto, including non-owned auto coverage, with a minimum combined single limit of $1,000,000 for each person and $1,000,000 for each accident.

(d) Professional Liability Insurance with the following minimum coverages: $2,000,000 combined single limits each occurrence, $3,000,000 general aggregate, $2,000,000 products/completed operations coverage, $1,000,000 personal and advertising injury coverage.

(e) Worker’s Compensation Insurance in accordance with the statutory requirements of the Commonwealth of Virginia.

(f) All coverage is to be on an occurrence basis only with an insurer licensed to conduct business in the Commonwealth of Virginia. The coverage is to extend to and be “on top” of the Consultant’s underlying general, auto, and employer’s liability policies. The insurer must have an A. M. Best rating of A- or better. The Consultant’s general, automobile and excess/umbrella liability policies must be endorsed to name the Town and its officers, elected officials, appointed officials, employees, and volunteers as an additional insured.

The insurance provided in the additional insured endorsement shall be primary without contribution from such other insurance provided or available to the additional insured. The Consultant’s insurer shall waive their right of subrogation under the general, automobile, excess/umbrella liability, and workers compensation policies. All required endorsements shall be provided to the Town prior to the commencement of work; a notation of the requirements endorsements on a certificate of insurance is not sufficient.

8. Indemnification and Hold Harmless.

(a) To the fullest extent permitted by law, the Consultant shall indemnify, defend, and hold harmless the Town and its officers, agents, employees, community representatives, volunteers or others working on behalf of the Town from any and all claims, judgments, suits, losses, damages, payments, costs, attorneys fees, fines and/or fees levied against the Town and expenses of every nature and description, including attorney’s fees, arising out of, connected or associated with or resulting from the lack of performance or the negligent performance of the work and services as described in this Agreement, and any other contract documents. Further, if the Consultant subcontracts for work, it will require in its subcontracts that each subcontractor indemnify, defend, and hold harmless the Town and its officers, agents, employees and community representatives, from any and all claims and losses accruing or resulting from the lack of performance or negligent performance of the work and services under this Agreement.

(b) To the fullest extent permitted by law, the Consultant shall also indemnify, defend, and hold harmless the Town and its officers, agents, employees, community representatives, volunteers or others working on behalf of the Town against all costs, including reasonable attorney’s fees, arising from liens encumbering the Town’s Property filed by subcontractors, sub-subcontractors, material suppliers, vendors, and any other person and entities acting for and under the Consultant, and the Consultant shall immediately discharge or bond such liens off in a manner satisfactory to the Town.

(c) Virginia is a Dillon Rule state. Unless specifically permitted by statute, the Town as a political subdivision of the Commonwealth of Virginia cannot indemnify or hold harmless any other party. Such action is invalid and unenforceable as an impermissible waiver of the Town’s sovereign immunity which may create potential future debt in violation of Virginia Constitutional and statutory requirements. The Town cannot and does not waive its sovereign immunity.

9. Compliance with Laws. Consultant shall comply with all relevant federal, state, and local laws and regulations, including without limitation, those governing non-discrimination in employment and the protection of the environment. Where such statutes, ordinances, plans, or regulations of any public authority having any jurisdiction over the project are in conflict, Consultant shall proceed using its best judgment only after attempting to resolve any such conflict between the authorities and shall notify the Town in a timely manner of the conflict, the nature of the attempted resolution, and a planned course of action.

10. Miscellaneous. This Agreement shall be governed by the laws of the

Commonwealth of Virginia. This Agreement contains the parties’ entire understanding and supersedes all prior negotiations, proposals, or agreements concerning the services described herein. This Agreement may only be modified by written instrument duly executed by both parties. The rights and interests under this Agreement shall not be assigned without the prior written consent of the other party. To the extent that any provision of this Agreement is finally adjudged invalid by a court of competent jurisdiction, that provision shall be deleted or modified, as necessary, to make it enforceable, and the remaining provisions of the Agreement shall remain in full force and effect and be binding upon the parties hereto. All communications required by this Agreement may be personally delivered or mailed to the other party at the address set forth above. The address and party may be changed by written notice given as provided in this paragraph. This Agreement shall be binding on each party’s successors and assigns.

11. Venue. Both the Town and Consultant agree that the venue with regard to any and all disputes, claims or actions pursuant to the Agreement shall only be in the Courts for the County of Loudoun, Virginia

12. Termination.

(a) Convenience. The Agreement may be terminated without cause by either party upon thirty (30) calendar days advance written notice to the other party. All sums earned and due to the Consultant up to the date of termination shall be paid to the Consultant but only if the services and deliverables provided to date have been deemed satisfactory by the Town at the Town’s sole discretion.

(b) Default/Cause. The Town may immediately terminate this Agreement at any time for non-performance, default, quality deficiencies or negligence by the Consultant or any subcontractor. The determination of non-performance, default, quality deficiency or negligence by the Consultant or any subcontractor will be made solely by the Town at the Town’s discretion. Outstanding payments for services due to the Contractor will only be paid upon such termination if the Town, in its sole discretion, finds that the payments are not related to any services and/or deliverables rendered or actions by the Consultant or any subcontractor that are the subject of the Town’s finding of non-performance, default quality deficiency or negligence under the Agreement.

(c) Non-Appropriation. When funds are not appropriated or otherwise made available to support continuation of performance in any subsequent fiscal year, the Agreement shall be cancelled and the Consultant shall be paid for satisfactorily performed services through the Termination Date, if applicable

13. Contacts and Notice. The following persons shall be contact persons for the parties, and any notice(s) pursuant to this Agreement shall be sent to them by certified return receipt requested mail to the addresses shown and shall constitute valid notice under the requirements of this Agreement:

For the Town:

Melissa Hynes Town Administrator PO Box 36 Round Hill, VA 20142

For the Consultant:

Name: _______________________________________ Title: ________________________________________ Mailing Address: _______________________________

ADDITIONAL REQUIRED TERMS PURSUANT TO THE CODE OF VIRGINIA

14. Compliance with federal, state, and local immigration law. During the term of the Agreement, Consultant does not and shall not during the performance of the Agreement for goods and services in the Commonwealth of Virginia, knowingly employ an unauthorized alien as defined in the Immigration Reform and Control Act of 1986, § 2.2-

4311.1 of the Code of Virginia, as amended.

15. Compliance with state law; foreign and domestic businesses authorized to transact business in the Commonwealth.

(a) All public bodies shall include in every written contract a provision that 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 or as otherwise required by law.

(b) Pursuant to or competitive negotiation, all public bodies shall include in the solicitation a provision that requires an offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 to include in its proposal the identification number issued to it by the State Corporation Commission. 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 shall include in its proposal a statement describing why the offeror is not required to be so authorized.

(c) Any offeror described in subsection (b) that fails to provide the required information shall not receive an award unless a waiver of this requirement and the administrative policies and procedures established to implement this section is granted by the Town.

(d) Any business entity described in subsection (a) that enters into a contract with a public body pursuant to this chapter 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.

(e) 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. Foreign and domestic businesses authorized to transact business in the Commonwealth of Virginia are required to comply. If the Consultant is organized as a stock or non-stock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership, the Consultant 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, as amended, or as otherwise required by law. § 2.2-4311.2 of the Code of Virginia, as amended.

16. No Discrimination Against Faith-Based Organizations. The Town of Round Hill does not discriminate against faith-based organizations as that term is defined § 2.2-

4343.1 of the Code of Virginia, as amended.

17. Payment Clauses Required by Va. Code § 2.2-4354

(a) Consultant shall take one of the two following actions within seven days after receipt of amounts paid to the Consultant by the Town: (a) pay all subcontractors, if any, for the proportionate share of the total payment received from the Town attributable to the work performed by the subcontractor under that contract; or (b) notify the Town and subcontractor, in writing, of the Consultant’s intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment.

(b) Pursuant to Virginia Code § 2.2-4354, the Consultant that is a proprietor, partnership, or corporation shall provide its federal employer identification number to the Town. Pursuant to Virginia Code § 2.2-4354, the Successful Offeror who is an individual consultant shall provide his/her social security numbers to the Town.

(c) Consultant shall pay interest to its subcontractors on all amounts owed by the Consultant that remain unpaid after seven days following receipt by the Consultant of payment from the Town for all or portions of services performed by the subcontractors, except for amounts withheld as allowed in Subparagraph 1. above.

(d) Pursuant to Virginia Code § 2.2-4354, unless otherwise provided under the terms of the Agreement, interest shall accrue at the rate of one percent per month.

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

(f) Consultant’s obligation to pay an interest charge to a subcontractor pursuant to the payment clause in Virginia Code § 2.2-4354 shall not be construed to be an obligation of the Town. A Contract modification shall not be made for the purpose of providing reimbursement for the interest charge. A cost reimbursement claim shall not include any amount for reimbursement for the interest charge.

18. Employment discrimination by consultant prohibited; required contract provisions. All public bodies shall include in every contract of more than $10,000 the following provisions:

During the performance of this Agreement, the Consultant agrees as follows:

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

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

(c) Notices, advertisements and solicitations placed in accordance with…