REQUEST FOR PROPOSALS

AIRPORT INSURANCE BROKERAGE SERVICES

AT

WINCHESTER REGIONAL AIRPORT (OKV)

SOLICITATION #2026-01WRAA

JULY 24, 2026

Publication Date 7/24/2026

Due Date 8/5/2026

Solicitation #2026-01WRAA AIRPORT INSURANCE BROKERAGE SERVICES

REQUEST FOR PROPOSALS

Airport Insurance Brokerage Services at

Winchester Regional Airport (OKV)

TABLE OF CONTENTS

Sections Page

Table of Contents

Notice of Request for Proposals

Title Page

Section I – General Information

Section II – Statement of Needs

Section III – Contract Term

Section IV – Proposal Format

Section V – Submission Requirements

Section VI – Evaluation and Award Criteria

Section VII – General Terms and Conditions

Section VIII – Attachment List

Attachments

Attachment A – Virginia State Corporation Commission Form

Attachment B – Frederick County Payment Procedures Form

Attachment C – Frederick County General Terms and Conditions

NOTICE OF

REQUEST FOR PROPOSALS (RFP)

SOLICITATION NUMBER: #2026-01WRAA

GOODS/SERVICES SOUGHT: Airport Insurance Brokerage Services

PROPOSAL DUE DATE & TIME: August 5, 2026 by 3:00 P.M. Eastern Standard Time

AIRPORT CONTACT: Nick Sabo, A.A.E.

Executive Director nsabo@flyokv.com 491 Airport Road Winchester, VA 22602

The Winchester Regional Airport Authority (“Authority”) is seeking proposals for the services described herein. Proposals will be received until the time and date cited above. Proposals may be submitted electronically or mailed to the addresses above.

The Authority reserves the right to reject any and all proposals, and to waive any informalities or irregularities in any proposal deemed to be in the best interest of the Authority. The Authority reserves the right to negotiate with the lowest responsible offeror. Addendums to this RFP will be posted to eVA and considered part of the official solicitation package.

Communication with Authority Members, and/or Airport staff members other than the Executive Director is expressly prohibited except with the prior knowledge and permission of the Executive Director. Official notifications related to the project shall be posted on the eVA website at www.eVA.virginia.gov.

REQUEST FOR PROPOSAL TITLE PAGE

RFP NUMBER: #2026-01WRAA ISSUE DATE: 7/24/2026

TITLE: Airport Insurance Brokerage Services

In compliance with this Request for Proposal and to all the conditions imposed herein, by signing below, Offeror:

(1) Offers and agrees to furnish the goods/services in accordance with the attached signed proposal;

(2) Agrees that upon Winchester Regional Airport Authority’s (the “Authority”) written acceptance of Offeror’s response to the Request for Proposal, a valid and binding contract for services exists between Offeror and the Authority;

(3) Certifies and warrants that the individual signing on Offeror’s behalf is authorized to bind the Offeror in all contractual matters relating to this Request for Proposal;

(4) Certifies and warrants that neither Offeror, nor the individual signing on Offeror’s behalf, has any business or personal relationships with any other persons, including Authority employees, or companies that are in conflict with the Commonwealth of Virginia’s Conflict of Interest Act, or the Frederick County, Virginia Standard Terms and Conditions; and,

(5) Certifies and warrants that the Offeror is properly licensed for providing the goods/services specified in the Request for Proposal and has the appropriate License or Certificate and classification(s) required to perform the work included in the scope of the proposal documents, prior to submitting the proposal, in accordance with Title 54.1, Chapter 11 of the Code of Virginia. If an Offeror fails to obtain the required license prior to submission of his proposal, he shall be deemed to be in violation of § 54.1-1115 of the Code of Virginia (1950), as amended, and his proposal will not be considered.

Please provide the following if applicable to this RFP:

Virginia Contractor License # SCC ID #

Offeror shall ascertain prior to submitting a response that all Addenda issued have been received and shall acknowledge receipt here:

Addendum #: Date Issued: ___________

Addendum #: Date Issued:

Legal Name and Address of Offeror:

_________________________________ By: _____________________________

_________________________________ (Signature)

_________________________________ Name: __________________________

Email: ____________________________ (Please Print)

Telephone: ________________________

THIS TITLE PAGE MUST BE SUBMITTED AS PART OF YOUR PROPOSAL

SECTION I

GENERAL INFORMATION

PURPOSE: The Winchester Regional Airport Authority (the “Authority”) requests proposals from experienced, qualified, and interested firms to provide airport insurance brokerage services to the Authority, which owns and operates the Winchester Regional Airport (the “Airport”), pursuant to the terms and conditions hereinafter set forth in or referred to in this Request for Proposal (also referred to herein as “RFP”).

The Authority reserves the right to award to more than one Offeror.

The Authority will select the firm(s) who it determines most closely satisfies the needs of the Authority. There is no requirement for acceptance of the lowest cost of service offered, and specific requirements may be waived or amended at the discretion of the Authority.

BACKGROUND: The Winchester Regional Airport (“OKV” or “Airport”) is a public-use airport owned and operated by the Winchester Regional Airport Authority (“Authority” or “Owner”), a body politic within the Commonwealth of Virginia. The Authority board of directors is comprised of representatives from the City of Winchester and the Counties of Frederick, Shenandoah, Clarke, and Warren. Frederick Authority serves as the Authority’s fiscal agent.

The Airport currently carries a general liability policy that includes approximately $10,000,000 in premises liability, $10,000,0000 in products, completed operations, and $8,000,000 in hangar keepers liability ($8,000,000 each occurrence).

Aircraft operations per year: approximately 60,000 Based aircraft: 125 Fuel storage capacity in aboveground storage tanks: 35,000 gallons (jet-A), 20,000 gallons

(AVGAS)

Fuel sold per year: approximately 215,000 gallons (jet-A), 95,000 gallons (AVGAS)

The insurance coverage to be placed on the Authority’s behalf includes, but is not limited to the following:

A. Aviation Policy covering general liability regarding the operations of the Winchester Regional Airport. Airport owners/operators general liability; excess; hangar-keepers;

medical expense; products & completed operations; personal & advertising injury;

fuel tank pollution and remediation. Such insurance shall cover all Airport activities and Frederick Authority shall be named as Additional Insured to all policies.

B. The Authority’s rating requirements for property placement is A+ or better.

SECTION II

STATEMENT OF NEEDS

The successful Offeror(s) shall provide services to include, but are not limited to, insurance placement and servicing, risk exposure analysis, advice and counsel relating to risk management issues, claims assistance and the following:

A. Risk Management Insurance Broker Services

1. Design specifications for the insurance programs and market the programs for coverage when instructed to do so by the Authority, including assisting the Authority in the completion of all applications, documents and gathering data which may be requested by insurance companies.

2. Suggest to the Authority and assist the Authority with the development, implementation and administration of procedures and policies to reduce the Authority’s cost of risks.

B. General Services

1. Engage the services of, and assume the cost of, as part of the proposed brokerage fee, an outside firm to perform catastrophe loss studies. The parameters of such studies shall be consistent with the insurance program pursued by the Authority.

2. Analyze proposals received from various insurance companies and other parties, negotiate changes for the benefit of the Authority and verify the reasonableness of the price for the coverage provided.

3. Provide the Authority with a summary of various insurance program options, including but not limited to, limits, coverage, retention levels, terms, conditions, payment options and self-insurance.

4. Make recommendations to the Authority of the most advantageous insurance program providing the highest level of coverage at the best possible price to meet the Authority needs and objectives.

5. Provide analysis and recommendations as to the most cost-effective means for addressing the Authority’s exposures.

6. Represent the Authority in all negotiations with insurers, underwriters and other parties with regard to the insurance program.

7. Administer the placement of coverage and provide original binders, policies and endorsements, as requested and required in the timetable specified by the Authority.

8. Provide extensive review of binders and policies including verification of conformity to specifications. Request any necessary endorsements, changes and/or revisions that may be required.

9. Provide insurance coverage summaries/descriptions, as requested by the Authority.

10. Assure that insurance policies are placed with reputable and financially responsible insurers (based on insurance rating among other criteria), including keeping the Authority informed of any changes in rating of the insurers and making recommendations should ratings change during the policy terms.

11. Perform and coordinate loss prevention engineering services, as needed or requested by the Authority.

12. Review, evaluate and make recommendations on appropriate insurance for the Authority agreements with tenants, contractors and vendors.

13. Manage and coordinate all relevant services performed by insurance companies/underwriters or any service agencies arranged for insurance program related issues and concerns.

14. Perform administrative and clerical services relative to account management, including but not limited to, issuance of certificates of insurance, verification of accuracy of bills, audits and all premium adjustments.

15. Assign an Account Manager to the Authority who will be responsible for communication with the Authority and Airport and who, along with any other team members assigned to the Authority, must be available daily to the Authority for advice and consultation on insurance program related issues and concerns.

16. Attend meetings related to the insurance program with the Authority staff and other parties, as requested by the Authority.

17. Provide claims adjusting services. If independent firms are to be used, the name and address of the firms must be listed in the Offeror’s submittal.

18. Act as a liaison between the Authority and Airport and the carriers to resolve claims and in the event of a significant claim, assign a Claims Specialist to assist the Authority in the claims management process.

19. Advise the Authority on coverage application to specific claims, as requested by the Authority.

20. Review the Authority and Airport’s loss runs, provide copies of loss runs to the Authority and advise the Authority of any anticipated problems.

Updated cumulative loss data must be rendered at least semi-annually.

21. Provide consultation on risk/loss mitigation services.

22. Procure and maintain insurance for the Offeror’s operations and confirm that the subcontractors maintain insurance of the type and in the minimum amount stated in this RFP and remain in effect throughout the duration of the Contract.

C. Other Insurance Requirements.

1. Insurance coverage must be in effect continuously without a break-in service. Any extension or replacement of expiring insurance coverage must be in place no less than 30 days prior to its expiration date. Current general liability insurance coverage expires August 31, 2026.

2. The Authority anticipates all insurance will be placed net of commissions including profit sharing and overrides and contingencies. Each Offeror must be fully committed to full disclosure of the firm’s policy on acceptance of override commissions, profit sharing, or any other form of compensation that the broker receives from any insurer that is based on the amount of the premium and/or losses, whether or not such carrier is presently providing any coverage to the Authority. If an Offeror does accept any form of compensation from a carrier, it is the desire of the Authority that any premium paid by the Authority specifically is not included in the calculation of such payment. If an Offeror does accept payments, a narrative must be included which details exactly what the firm’s internal processes are to guarantee that Authority premiums will not be a part of such compensation.

3. It is the desire of the Authority and Airport that all premiums paid by the Authority are billed by and collected by the contractor.

MANDATORY OFFEROR REQUIREMENTS

Offerors must meet the following mandatory requirements to be considered for the award of the contract. Offerors will address each mandatory requirement specifically in their Proposal. For the Authority to consider the qualifications of Offerors for this RFP, each Offeror must provide written documentation that it meets the following Mandatory Minimum Qualifications:

A. Offeror shall have a minimum of five (5) years primary experience in providing Liability Services or all said lines of insurance coverage for government/public entities— preferably with airports.

B. Offerors submitting proposals for Liability Broker Services shall provide a written acknowledgment that the Offeror can provide in person assistance within 12 hours after any event or emergency to assist with damage evaluation and claims submission.

C. Offerors submitting proposals shall have at least one (1) member of the service team designated in the Offeror’s proposal that has acted as a broker placing airport liability insurance services or all said lines of insurance coverage for government/public entities located in the U.S. with insurable values at risk in excess of $500 million.

D. Offerors shall be represented by at least one (1) Virginia agent duly qualified at the time of proposal submission, or within thirty (30) days of notice of intent to award, under the laws of the Commonwealth of Virginia to act as an agent for airport liability insurance in the Commonwealth of Virginia. Offeror shall submit copies of all licenses required to perform the scope of services contemplated in this solicitation.

SECTION III

CONTRACT TERM

The initial contract term shall be for a period of approximately ten (10) months, beginning September 1, 2026 terminating on June 30, 2027 to align with Owner’s fiscal year. At the Owner’s option, the contract may be extended for four (4) additional one (1) year periods.

SECTION IV

PROPOSAL FORMAT

Offerors are required to submit the following information:

A. Tab A – Responsible Party

1. Include the name and address of the Offeror, the name and the phone number of the individual or individuals responsible for the Proposal who may be contacted in the event of questions or notification, and the location of the office, if other than that shown, at which the services to be provided hereunder will be performed.

B. Tab B – Offeror Information, Personnel, Personnel Experience, Resumes

1. Provide a brief history of the Offeror including its size, number of employees, and its experience and commitment to providing services for government/public entities— preferably with airports with scheduled commercial airline service.

2. State the number of years of experience the Offeror has been providing airport insurance brokerage services and furnish indicator(s) of the Offeror’s volume of business, such as the amount of written premium by line of business, etc.

C. Tab C – Offeror’s Qualifications and Experience

1. Provide a description of the Offeror’s overall qualifications and experience that qualifies it to perform all the items in the Scope of Services set forth above and as to the Mandatory Offeror Requirements in Section II. Describe the Offeror’s experience in providing Airport Insurance Broker Services for government/public entities.

2. Provide a written narrative specifically outlining the Offeror’s experience in providing insurance brokerage services for at least three (3) different governmental entities with airports during the past five (5) years. For each governmental entity listed, include:

a. Name of governmental unit.

b. Name(s) of staff members that worked directly with Offeror’s firm and contact information

c. Dates Offeror performed services for each governmental unit.

3. Provide any litigation or administrative proceedings or investigations in which the Offeror was a party to in any manner related to the broker’s professional activities during the five (5) years prior to the date of this RFP. Providing information regarding any pending litigation, investigations or proceedings related to the professional activities of Offeror addressed by a state or federal agency or court of law.

D. Tab D – Operations

1. Describe how the Offeror plans to provide airport liability insurance brokerage services as set forth above under Scope of Services. Describe the Offeror’s plan to provide effective and timely customer service.

E. Tab E – Financial Statements

1. Provide a copy of the Offeror’s most recent audited financial statements.

F. Tab F – Fees

1. Only submittals offering broker fees on a flat, non-commission basis will be considered. Payment will be upon placement or assumed responsibility of the coverage.

Describe the Offeror’s proposed annual fixed fee, if any. NOTE: The Offeror may not accept any payment other than the fixed fee paid by the Authority for placing the coverage. The Offeror MUST disclose and remit all compensation (contingency fees, commissions, discounts, rebates, or any other form, including soft dollar arrangements) received by the Offeror as a result of coverage placed on the Authority’s behalf, including any fees or commissions paid by or to intermediaries or other service providers, whether or not owned by or affiliated with Offeror.

2. Describe a detailed explanation of any ancillary services that are not included in the annual fixed fee set forth above and the basis of determining Offeror’s fee.

3. Provide any other additional costs that may be applicable throughout the duration of the agreement, along with relevant payment terms (frequency of billing, etc.)

G. Related Information.

1. All expenses for making proposals to the Authority shall be incurred by the Offeror.

2. Offeror must be authorized to transact business in Virginia as a domestic or foreign business entity as required by the State Corporation Commission, if such is required by law. Such status shall be maintained during the term of a contract. A contract entered by a business in violation of the requirements is voidable at the option of the public body.

3. Offerors are reminded that changes to the RFP, in the form of addenda, are often issued between the issue date and the due date of the solicitation. All addenda must be acknowledged on the RFP Title Page. Notice of addenda will be posted on eVA. It is the offeror’s responsibility to monitor the webpage for the most current addenda.

SECTION V

SUBMISSION REQUIREMENTS

If submitting via mail or hand delivery, the following documents must be received in our office via hard copy AND electronic copy (emails are not permissible – please include an electronic version such as a flash drive with your hard copy) no later than the closing date and time stated below. If submitting through eVA, only an electronic copy is required.

A. Your original proposal. If applicable, please include a redacted copy which does not include trade secrets or proprietary information.

B. Signed Attachment A

C. Signed Attachment B

D. Signed RFP Title Page

Proposers are reminded that changes to the RFP, in the form of addenda, are often issued between the issue date and within 5 days of the due date of the solicitation. Notice of addenda will be posted on eVA. It is the proposer’s responsibility to monitor the webpage for the most current addenda.

If submitting electronically through eVA, One (1) electronic document in WORD format or searchable PDF of the entire proposal as one document, INCLUDING ALL ATTACHMENTS must be uploaded through the eVA online submission portal.

Should the proposal contain proprietary information, provide one (1) redacted electronic copy of the proposal and attachments with proprietary portions removed or blacked out.

This redacted copy should follow the same upload procedures as described on item III. B.

of this RFP. This redacted copy should be clearly marked “Redacted Copy” within the name of the document.

Each sealed envelope containing a Proposal must be plainly marked on the outside as follows:

1. Airport Insurance Brokerage Services for the Winchester Regional Airport

2. RFP# 2026-01WRAA

3. Name of the Proposer

4. Address of the Proposer

5. Due Date and Time: August 5, 2026 @ 3:00 p.m.

6. The following statement: “This envelope is not to be opened prior to the Due

Date and Time.”

This solicitation will close on Wednesday, August 5, 2026 at 3:00PM, local time prevailing.

Return the proposal to:

Executive Director 491 Airport Road

Winchester, VA 22602

SUBMISSION OF PROPRIETARY INFORMATION: All information submitted to the Authority in response to this solicitation will constitute public information and will be available to the public for inspection upon request pursuant to the Virginia Freedom of Information Act (FOIA).

Pursuant to Virginia Code Section 2.2-4342, a Proposer/Offeror may request an exception to disclosure for trade secrets or proprietary information as such is defined under Virginia Code Section 59.1-336, part of the Uniform Trade Secrets Act.

In order to claim this exemption, the Proposer/Offeror shall perform ALL of the following: (i) include a written request indicating Proposer/Offeror’s desire to invoke the protections of Virginia Code Section 2.2-4342 with submitted proposal materials/data; (ii) specifically identify the data or other materials to be protected by clearly labeling each page containing applicable data as PROPRIETARY; and (iii) to the County’s satisfaction, articulate the rationale for why protection for the particular data or materials is necessary. The classification of an entire bid or proposal document, line item prices and/or total bid or proposal prices as proprietary or trade secrets is not acceptable.

RECEIPT OF PROPOSALS/LATE PROPOSALS: It is the Offerors responsibility to ensure that his/her proposal is received prior to or at the specific time and the place designated in the solicitation. Proposals received after the date and time specified shall not be considered.

SECTION VI

EVALUATION AND AWARD CRITERIA

The Authority shall appoint a Selection Committee to review and evaluate all proposals submitted by Offerors responding to this RFP. The proposals will be evaluated and ranked based on the Evaluation Criteria listed in this Section. The Authority may ask top ranked Offerors to attend a presentation discussion as part of the evaluation process. Firms invited to the discussion should be prepared to have general discussions on non-binding estimates of cost to provide requested services. Proposals shall be evaluated using the following criteria:

30 Points - Demonstrated Experience, Ability and Qualifications 20 Points - Services, Methodology and Approach to Servicing Account 10 Points - Staff and Available Resources 30 Points - Cost of Services 10 Points - References

The Authority reserves the right to reject any or all proposals. The Authority reserves the right to evaluate any sources of information available on a potential vendor. The Authority shall reserve the right to engage in competitive negotiation as outlined in § 2.2-4302.2.

SECTION VII

GENERAL TERMS AND CONDITIONS

The Authority utilizes eVirginia (eVA), an internet electronic procurement solution, for purchasing activities. Offerors desiring to provide goods and/or services to the Authority shall participate in eVA by completing the free eVA Offeror Registration. Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the Authority will publicly post such notice on the eVA website (www.eva.virginia.gov). Frederick County acts as fiscal agent for the Authority. Offeror must agree to the “ACKNOWLEDGEMENT OF PAYMENT PROCEDURES” at Attachment C and include with proposal.

SECTION VIII

ATTACHMENT LIST

The following Attachments must be reviewed in their entirety. Attachments A and B must be completed and submitted with all proposals:

Attachment A: State Corporation Commission Form Attachment B: Acknowledgement of Payment Procedures Form Attachment C: Frederick County General Terms and Conditions http://www.eva.state.va.us/

ATTACHMENT A

STATE CORPORATION COMMISSION FORM

Check the appropriate box regarding your affiliation with the Virginia State Corporation Commission (SCC):

My firm is a corporation or other business entity with the following SCC identification number:

-OR-

My firm 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.

-OR-

Check here if you currently have an application pending before the SCC 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 RFP due date (the Authority reserves the right to determine in its sole discretion whether to allow such waiver):

ATTACHMENT B

ACKNOWLEDGEMENT OF PAYMENT PROCEDURES

I hereby acknowledge that I have reviewed the “General Terms and Conditions” contained within this Request for Proposals from the County of Frederick, Virginia. I hereby further acknowledge that, with regard to payments to vendors under contracts with the County of Frederick, Virginia, the

General Conditions state as follows:

PAYMENT

a. Payment shall be made after satisfactory performance of the contract, in accordance with all of the provisions thereof, and upon receipt of a properly completed invoice. Frederick County, VA reserves the right to withhold any or all payments or portions thereof for Contractor's failure to perform in accordance with the provisions of the contract or any modifications thereto.

b. Contractors shall indicate the payment methods that they will accept. Frederick Authority offers two payment methods, purchasing card (VISA credit card) or ACH (electronic deposit).

Acceptance of payment by purchasing card usually means that the vendor will need to have credit card processing capability, however the Authority encourages vendors to check with their financial institutions to ascertain precisely what is necessary to accept the purchasing card.

Frederick Authority will not pay additional fees in excess of the offered price to contractor for purchasing card acceptance to include, but not limited to, convenience fees and/or surcharges.

I hereby accept and agree to comply with the foregoing as well as all other terms and conditions of the Contract.

I hereby acknowledge my understanding that if I have indicated that purchasing card is an acceptable method of payment, Frederick County will make all payments under this contract by purchasing card and a penalty, not to exceed 3%, will be assessed if purchasing card is not honored at the time of payment.

Please indicate payment method(s) accepted: ____ Purchasing Card and/or____ ACH.

By:

Print Name: _

Title:

Company:

Address:

Phone:

General Terms and Conditions for Contractual Agreements

COUNTY OF FREDERICK, VIRGINIA

Finance Department (540) 665-5610

GENERAL TERMS AND CONDITIONS for CONTRACTUAL AGREEMENTS

Effective: 7/1/2024

CONTRACTORS OR THEIR AUTHORIZED REPRESENTATIVES SHOULD INFORM THEMSELVES

FULLY AS TO THE CONDITIONS, REQUIREMENTS, AND SPECIFICATIONS OF EACH COUNTY

PROCUREMENT BEFORE SUBMITTING BIDS/PROPOSALS. FAILURE TO DO SO WILL BE AT THE

CONTRACTOR'S OWN RISK AND RELIEF CANNOT BE SECURED ON THE PLEA OF ERROR.

1. AUTHORITY: The County has the sole responsibility and authority for negotiating, placing, and when necessary, modifying every solicitation, contract and purchase order issued by the County of Frederick, VA.

The County Finance Director serves as the County Purchasing Agent. In the discharge of these responsibilities, the County Finance Director has appointed the County Purchasing Manager to assist the County Purchasing

Agent. Unless specifically delegated by the County, no other County officer or employee is authorized to order supplies or services, enter into purchase negotiations or contracts, or in any way obligate the government of the County of Frederick, VA for an indebtedness. Any purchase ordered or contract made which is contrary to these provisions and authorities shall be of no effect and void and the County shall not be bound thereby.

2. AVAILABILITY OF FUNDS: A contract shall be deemed in force only to the extent of availability of an annual appropriation by the County for the purchase of such goods and/or services. The County’s extended obligations on contracts that include funding through successive fiscal periods shall be contingent upon actual appropriations for the successive periods (additional years).

3. AUTHORIZATION TO TRANSACT BUSINESS IN VIRGINIA: All Contractors organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50, as amended, shall provide the identification number issued to it by the State Corporation Commission. Any Contractor 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, as amended, or as otherwise required by law shall include in the bid/proposal a statement describing why the Contractor is not required to be so authorized.

Any business entity 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, as amended, to be revoked or cancelled at any time during the term of the contract. The County may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section. Visit https://www.scc.virginia.gov/ for more information.

4. CHANGES TO THE CONTRACT: The County may, upon mutual agreement with the Contractor, issue written modifications to the scope of work/specifications of this contract. No modification to the provisions of the contract shall be effective unless the modification is incorporated into the contract document.

5. RENEWALS: If additional terms are available, the County shall request to renew this Contractual Agreement in writing, no less than 90 days prior to the end of the initial term. Autorenewals or extending the term beyond the initial term without a written request shall not be permitted. Requests for price adjustments, in accordance with Section 6 below, must be submitted to the County 60 days prior to the end of the then current term.

6. PRICE ADJUSTMENTS: Increases to the agreed upon fees and/or cost for services or goods during the initial term of the contract shall be prohibited. Additionally, price increases for each renewal period cannot exceed the change of the Consumer Price Index (CPI), not seasonally adjusted for the latest twelve months, or five percent

(5%) annually, whichever is less.

ATTACHMENT C

https://www.scc.virginia.gov/

7. INSURANCE: The Contractor shall maintain adequate liability insurance, which shall protect and save harmless The County of Frederick, Virginia, and its officials from all suits and actions of every kind and description arising from injury or damage to persons and property in the prosecution of said work or in failure to properly safeguard same, and from all claims arising under the workmen's compensation laws. Following award of the contract, the Contractor shall furnish proof of said insurance prior to commencement of services.

Separate forms, which name the County as additional insured and as alternate employer, must be included with the Certificate of Insurance.

The Commonwealth of Virginia requires contractors and subcontractors to obtain and maintain workers’ compensation insurance while performing work on behalf for the County. Evidence of coverage needs to be provided prior to commencement of work.

Contractor shall have ten (10) days from the date of the County’s request, to provide insurance documentation.

Failure to provide the certificate and forms within this period may be cause for the County to award a contract to the next responsive Bidder and hold the original Contractor liable for excess costs.

8. SMALL, WOMEN-OWNED MINORITY AND SERVICE-DISABLED VETERAN-OWNED

BUSINESS REQUIREMENTS: The County of Frederick desires to facilitate the establishment, preservation, and strengthening of small businesses and businesses owned by women, minority individuals and service-disabled veterans and to encourage their participation in the County's procurement activities. The County encourages these firms to compete and encourages non-minority firms to provide for the participation of small businesses and businesses owned by women, minority individuals and service-disabled veterans through partnerships, joint ventures, subcontracts, and other contractual opportunities. A directory of Commonwealth of Virginia Small, Women-Owned Minority and Service-Disabled Veteran-Owned businesses can be found at https://directory.sbsd.virginia.gov.

9. FAITH BASED ORGANIZATIONS: In accordance with the Code of Virginia § 2.2-4343.1, the County does not discriminate against faith-based organizations.

10. NON-DISCRIMINATION: By submitting a bid/proposal, bidders/offerors certify to the County that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair

Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the

Americans With Disabilities Act and § 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender sexual orientation, gender identity, or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1E).

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

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

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

2. 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.

https://directory.sbsd.virginia.gov/%23/

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

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

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

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

11. DRUG FREE WORKPLACE: In accordance with the Code of Virginia § 2.2-4312, during the performance of this contract, the Contractor agrees to (i) provide a drug-free workplace for the Contractor’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor’s workplace and specifying the actions that will be taken against employees for violations of 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 over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this subsection, “A drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a contractor in accordance with this subsection, 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.

12. TAX EXEMPTION: The County is exempt from provisions of Virginia Sales and Use Taxes and Federal

Excise Taxes. Frederick County's Federal Excise Tax Exemption Number is 54-6001290.

13. DEBARMENT STATUS: By contracting with the County, the Contractor certifies that they are not currently debarred from participating in contracts by the County, nor are they an agent of any person or entity that is currently debarred from submitting bids or proposals on contracts by the County or any agency, public entity/locality or authority of the Commonwealth of Virginia.

14. PAYMENT TERMS: Payment will be authorized following receipt of a valid invoice and delivery of goods or completion of services according to specifications and subject to inspections. Payments shall be in accordance with the Acknowledgement of Payment Procedures, which can be found at www.fcva.us/purchasing.

a. Payment terms shall be “Net 45 Days" unless otherwise negotiated between the Contractor and County.

Alternate terms may be offered by Contractor for prompt payment of bills.

b. The payment terms stated herein must appear on the Contractor’s invoice. Failure to comply with this requirement may result in the invoice being returned to the Contractor for correction.

c. Late payment charges shall not exceed the allowable rate specified by the Commonwealth of Virginia

Prompt Payment Act. (1% per month).

d. If offered by the Contractor, a payment discount period shall be computed from the date of proper receipt of a valid invoice, or from the date of acceptable receipt of the goods and/or services, whichever is latest.

15. PAYMENT TO SUBCONTRACTORS: In accordance with § 2.2-4354, within seven (7) days after Vendor’s receipt of amounts paid by the County for work performed by a subcontractor, the Vendor shall either: a) pay the subcontractor for the proportionate share of the total payment received from the County attributable to the work performed by the subcontractor; or b) notify the County and subcontractor, in writing, of his intention to withhold all or a part of the subcontractor's payment and the reason for non-payment. The Vendor shall pay interest to the subcontractor on all amounts owed that remain unpaid beyond the seven (7) day period except for amounts withheld as allowed in item b. Unless otherwise provided under the terms of the contract, interest shall accrue at the rate of one percent (1%) per month. The Vendor 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 as set forth above with respect to each lower-tier subcontractor. The Vendor's obligation to pay an interest charge to a subcontractor pursuant to this provision may not be construed to be an obligation of the

County.

16. HOLD HARMLESS AND INDEMNIFICATION: The Contractor shall defend, indemnify and hold the

County, and County’s employees, agents, and volunteers, harmless, from and against any and all damage claim, liability, cost, or expense (including, without limitation, reasonable attorney’s fees and court costs) of every kind and nature (including, without limitation, those arising from any injury or damage to any person, property or business) incurred by or claimed against the Contractor, its employees, agents, and volunteers, or incurred by or claimed against the County, County’s employees, agents, and volunteers, arising out of, or in connection with, the performance of all services hereunder by the Contractor. This indemnification and hold harmless includes, but is not limited to, any financial or other loss, any adverse regulatory, agency or administrative sanctions or civil penalties incurred by the County due to the negligent, fraudulent or criminal acts of the

Contractor or any of the Contractor’s officers, shareholders, employees, agents, contractors, subcontractors, or any other person or entity acting on behalf of the Contractor. Unless otherwise provided by law, the Contractor indemnification obligations hereunder shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor under worker’s compensation acts, disability benefit acts, other employee benefit acts, or benefits payable under any insurance policy. This paragraph shall survive the termination of the contract including any renewal or extension thereof.

The Contractor agrees to defend and save the County, its agents, officials, volunteers and employees, harmless from liability of any nature or kind, for use of any copyright, composition, secret process, patented or unpatented invention, goods and/or services or appliances furnished or used in the performance of the contract, or which the Contractor is not the patentee, assignee, or licensee, to the same extent as provided in the above paragraph.

17. CONTRACTOR’S FORMS/BOILERPLATE CONTRACTS: All written agreements, contracts, service agreements, account applications, forms and other documents, of any nature, that the Contractor would require the County to sign in connection with any contract resulting from this procurement transaction, or the performance thereof by the Contractor, must be submitted along with the Contractor’s offer. Under no circumstances shall the County be required to agree to any contractual provision (i) that would violate the

Virginia Public Procurement Act or the rights granted to the County under the Constitution of Virginia (ii) that would affect the price, quality, quantity or delivery schedule for any goods or services, or (iii) that would, in the County’s sole discretion, materially alter the overall combination of quality, price and various elements of required services that in total are optimal relative to the County’s needs, and the Contractor shall not condition its performance or delivery upon any such agreement by the County.

18. INTERPRETATION OF SPECIFICATIONS: The apparent silence in the specifications and any supplemental specifications as to any detail or the omission from the specifications shall be regarded as meaning that only the best commercial practices are to prevail and correct type, size and design are to be used. All interpretations of these specifications shall be made on the basis of this statement.

19. LAWS AND REGULATIONS: The Contractor shall keep fully informed of all federal, state and local laws, ordinances and regulations that in any manner affect the conduct of the work. The Contractor shall at all times observe and comply with all such laws, ordinances and regulations.

20. GOVERNING LAW AND FORUM SELECTION: This contract is subject to the laws of the Commonwealth of Virginia and the County of Frederick, Virginia. By virtue of entering into a contract, Contractor submits itself to a court of competent jurisdiction serving Frederick County, Virginia, and further agrees that this contract is controlled by the laws of the Commonwealth of Virginia and that all claims, disputes, and other matters shall only be decided by said court accordingly.

21. RIGHTS UNDER ANTITRUST LAWS: The Contractor assigns to the County any and all rights that it may have under the antitrust laws of the United States and the Commonwealth of Virginia in any way arising from or pertaining to the bid/proposal. This provision is remedial in nature and is to be liberally construed by any court in favor of the County.

22. ETHICS IN PUBLIC CONTRACTING: Pursuant to the Virginia Code § 2.2-4367: By submitting an offer for goods or services, the Contractor certifies that their offer is made without collusion of fraud and that they have not offered or received any kickbacks or inducements from any other offeror, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

23. IMMIGRATION REFORM AND CONTROL ACT OF 1986: The Contractor certifies that it does not and will not during the performance of this Agreement knowingly violate the provisions of the Federal

Immigration Reform and Control Act of 1986, as amended, which prohibits employment of illegal aliens.

24. ASSIGNMENT OF CONTRACT: A Contractor may not assign or transfer this contract and/or Purchase

Order in whole or in part except with the prior written consent of the County, which may be withheld in the

County’s sole and exclusive discretion.

25. DEFAULT: In event of default by the Contractor, the County reserves the right to procure the goods and/or services from other sources and hold the Contractor liable for any excess cost occasioned thereby.

26. TERMINATION FOR CONVENIENCE: The County may terminate a contract when funds are not appropriated for the specified goods or services or when it is determined to be in the County’s best interest without providing specific cause.

27. TERMINATION FOR CAUSE: In the event that the Contractor shall for any reason or through any cause be in default of the terms, conditions, or obligations of the contract documents, the County may give the Contractor written notice of such default and terminate the contract. All terms, conditions, and obligations of the contract documents are considered material.

The County may, in its discretion, provide the Contractor an opportunity to cure the default, if curable, prior to termination. Unless a different duration is provided in the notice of default, or agreed upon by the parties in writing, the Contractor shall have fourteen (14) calendar days to cure the default from the date such notice is mailed to the Contractor unless notification is by electronic means (fax/email) or personal delivery, in which case the opportunity to cure shall commence upon delivery of the notice. Upon failure of the Contractor to cure the default, the County may immediately terminate the contract effective as of the mailing or delivery of the default notice. If the County terminates the contract, the Contractor shall remain liable for performance of all terms, conditions, and obligations through the date of termination. Termination by the County shall not constitute a waiver by the County of any other rights or remedies available to the County by law or contract.

In addition, failure of the Contractor to perform the obligations of the contract may result in debarment of the

Contractor for a period of up to three years. Termination and/or debarment of the Contractor shall not constitute a waiver by the County of any other…