2026 NOVA Climate Atlas RFP Pt. B.pdf

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Northern Virginia Regional Commission

Request for Proposals

Northern Virginia Climate Atlas Platform Development Part B:

Contract Terms and Conditions

(Please see Part A for General Information and Requirements)

a. Conflict: In the event of a conflict between the contract documents, including these

Contract Terms and Conditions, the final executed contract documents shall control.

b. Alien employment: Offeror certifies that it does not and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ unauthorized aliens as defined in the federal Immigration Reform and Control

Act of 1986, as amended.

c. Anti-Discrimination: Offeror certifies to NVRC that it 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).

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The following provisions apply to all contracts over $10,000:

1. During the performance of any contract issued under this RFP, Consultant agrees as follows:

1. Consultant will not discriminate against any employee or offeror for employment because of race, religion, color, sex, national origin, age, disability, service-disabled veterans, 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 Consultant.

Consultant agrees to post in conspicuous places, available to employees and offerors for employment, notices setting forth the provisions of this nondiscrimination clause.

2. All solicitations or advertisements for employees placed by or on behalf of Consultant will state that Consultant is an equal opportunity employer.

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

2. Consultant will include the provisions of the foregoing paragraphs a, b, and c above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

d. Assignment of Contract: A contract shall not be assignable by Consultant in whole or in part without the written consent of NVRC.

e. Availability of Funds: A contract shall be deemed in force only to the extent of appropriations available for the purchase of such goods and/or services. NVRC’s extended obligations on those contracts that envision extended funding through successive fiscal periods shall be contingent upon actual appropriations for the following years.

f. Changes and Additions: It shall be the responsibility of Consultant to notify NVRC, in writing, of any necessary modifications or additions in the Scope of the contract.

Compensation for changes or additions in the Scope of the contract will be negotiated and approved by NVRC, in writing.

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Furthermore, it is understood and agreed by both parties that any work done by Consultant on such modification or addition to the contract prior to NVRC’s approval in writing shall be at the total risk of Consultant and said work may not be compensated by NVRC.

g. Conflicts of Interests: Consultant shall not accept or receive commissions or other payments from third parties for soliciting, negotiating, procuring supplies, equipment, materials, or other goods on the same project.

h. Consultant’s Failure to Perform: Failure of Consultant to perform the contract by reason of NVRC’s non-acceptance of additional conditions submitted after the award shall result in termination of the contract by NVRC and may result in debarment of

Consultant for a period of up to three years. Termination and /or debarment of

Consultant shall not constitute a waiver by NVRC of any other rights or remedies available to NVRC by law or contract.

i. Contractual Disputes: Consultant shall give written notice to NVRC of his/her intent to file a claim for money or other relief at the time of the occurrence or the beginning of the work upon which the claim is to be based.

The written claim shall be submitted to NVRC no later than 60 days after final payment. If the claim is not disposed of by agreement, NVRC shall reduce its decision to writing and mail or otherwise forward a copy thereof to Consultant within 30 days of receipt of the claim.

j. Copyright Protection: Consultant agrees to defend and save NVRC, its agents, officials, and employees, harmless from liability of any nature or kind, for use of any copyright, composition, secret process, patented or unpatented invention, articles or appliances furnished or used in the performance of the contract, or which Consultant is not the patentee, assignee, or licensee, to the same extent as provided in the above paragraph.

k. Default: In event of default by Consultant, NVRC reserves the right to procure the goods and/or services from other sources and hold Consultant liable for any excess cost occasioned thereby. Such actions taken by NVRC shall not release Consultant from additional remedies that may be allowed by law.

l. Drug-Free Workplace: During the performance of any contract under this RFP, Consultant agrees to (1) provide a drug-free workplace for Consultant’s employees;

(2) post in conspicuous place, available to employees and offerors 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 Consultant’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; (3) state in all solicitation or

4 NVRC RFP: 2026 NOVA Climate Atlas advertisement for employees placed by or on behalf of Consultant that Consultant maintains a drug-free workplace; and (4) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to Consultant, 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.

m. Entire Agreement: This contract and any additional or supplementary documents incorporated herein by reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. The contract shall not be modified, altered, changed, or amended unless in writing and signed by the parties hereto.

n. Exemption from Taxes: NVRC is exempt from state sales tax and federal excise tax.

A tax exemption certificate indicating NVRC’s tax exempt status will be furnished by NVRC upon request.

o. Faith-based Organizations: NVRC does not discriminate against faith-based organizations.

p. Freedom of Information: As a public body, NVRC is subject to the Virginia Freedom of Information Act (§ 2.2-3700, et seq.). Any records acquired by NVRC as part of this solicitation process may be subject to public disclosure unless an applicable exemption or exclusion is invoked.

q. Governing Law: This contract shall be made, entered into, and shall be performed in the National Capital Region, and shall be governed by the applicable laws of the Commonwealth of Virginia without regard to its conflict of law rules. In the event of litigation concerning this the contract, the parties agree to the exclusive jurisdiction and venue of the Circuit Court of Fairfax County, Virginia; however, in the event that the federal court has jurisdiction over the matter, then the parties agree to the exclusive jurisdiction and venue of the U.S. District Court for the Eastern District of Virginia, Alexandria Division.

Consultant shall not cause a delay in services because of litigation pending or during litigation proceedings, except with the express, written consent of NVRC or written instruction/order from the Court.

r. Indemnification: To the extent permitted by law, Consultant shall defend and indemnify NVRC, and NVRC’s employees, agents, and volunteers, from and against any and all damage claim, liability, cost, or expense (including, without limitation, 5 NVRC RFP: 2026 NOVA Climate Atlas 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 Consultant, its employees, agents, and volunteers, or incurred by or claimed against NVRC, NVRC’s employees, agents, and volunteers, arising out of, or in connection with, the performance of all services hereunder by Consultant. This indemnification includes, but is not limited to, any financial or other loss, including, but not limited to, any adverse regulatory, agency or administrative sanction or civil penalties, incurred by NVRC due to the negligent, fraudulent, or criminal acts of Consultant or any of Consultant’s officers, shareholders, employees, agents, subcontractor, or any other person or entity acting on behalf of Consultant. Unless otherwise provided by law, the indemnification obligations hereunder shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for Consultant under workers’ 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.

s. Independent Contractor: Consultant and any employees, agents, or other persons or entities acting on behalf of Consultant shall act in an independent capacity and not as officers, employees, or agents of NVRC.

t. Invoicing/Payment and Interest: Consultant shall provide their federal employer identification number prior to receiving payment. Payment to Consultant shall be made not more than 45 days after goods or services are received; or not more than 45 days after the invoice is rendered, whichever is later.

Unless otherwise provided under the terms of this contract, interest for late payment shall not exceed 1% per month.

Consultant shall submit invoices on a frequency to be determined, as agreed upon by NVRC, for each payment requested. Each invoice shall also include a detailed breakdown of all charges. Along with a summary of work accomplished, work to be accomplished in the next invoice, and if there are any barriers to completion.

All such invoices will be paid promptly unless any items thereon are questioned, in which event payment will be withheld pending verification of the amount claimed and the validity of the claim. Consultant shall provide complete cooperation during any such investigation.

u. Laws, Regulations: Consultant shall keep fully informed of all federal, state, and local laws, ordinances, and regulations that in any manner affect the conduct of the work.

Consultant shall at all times observe and comply with all such laws, ordinances, and regulations.

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v. Ownership of Documents: Any data generated, reports, specifications, blueprints, negatives, or other documents prepared by Consultant in the performance of its obligations under contract with NVRC shall be the exclusive property of NVRC, and all such materials shall be returned to NVRC upon completion, termination, or cancellation of this contract. Consultant shall not use, willingly allow, or cause such materials to be used for any purpose other than performance of all Consultant’s obligations under the resulting contract without the prior written consent of NVRC.

Documents and materials developed by Consultant under the resulting contract shall be the property of NVRC; however, Consultant may retain file copies, which cannot be used without prior written consent of NVRC. NVRC agrees that Consultant shall not be liable for any damage, loss, or injury resulting from the future use of the provided documents by NVRC for other than the project specified when Consultant is not the firm of record.

w. Payments to Subcontractors: Within 30 days after receipt of amounts paid by NVRC for work performed by a subcontractor under this contract, Consultant shall either:

a. Pay the subcontractor for the proportionate share of the total payment received from NVRC attributable to the work performed by the subcontractor under this contract, unless another arrangement has been agreed to in writing by the Consultant and subcontractor; or

b. Notify NVRC and subcontractor, in writing, of its intention to withhold all or a part of the subcontractor's payment and the reason for non-payment.

Consultant shall pay interest to the subcontractor on all amounts owed that remain unpaid beyond the 30-day period except for amounts withheld as allowed in item b.

above.

Unless otherwise provided under the terms of this contract, interest shall accrue at the rate of 1% per month.

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 as set forth above with respect to each lower-tier subcontractor.

Consultant’s obligation to pay an interest charge to a subcontractor pursuant to this provision may not be construed to be an obligation of NVRC.

x. Records and Inspection: Consultant shall maintain full and accurate records with respect to all matters covered under this contract, including, without limitation, 7 NVRC RFP: 2026 NOVA Climate Atlas accounting records, written policies, procedures, time records, telephone records, and any other supporting evidence used to memorialize, reflect, and substantiate charges or fees related to this contract. Consultant will at all times maintain records sufficient to track and confirm its expenditures of project funds. Consultant will further provide such documentation and information to NVRC as NVRC may reasonably request during the duration of the project, including without limitation, any such documentation that NVRC and the AI Coalition determines is reasonably necessary to confirm or validate expenditures. All records and information generated under the contract shall be property of NVRC, whether retained by NVRC or

Consultant. Consultant shall not make any other use of this information or expect to provide additional services to NVRC under the contract, unless specifically authorized by NVRC in writing.

y. Responsibility of Consultant: Consultant shall, without additional costs or fee to

NVRC, correct or revise any errors or deficiencies in its performance. Neither NVRC’s review, approval, or acceptance of, nor payment for any of the services required under contract shall be deemed a waiver of rights by NVRC, and Consultant shall remain liable to NVRC for all costs which are incurred by NVRC because of

Consultant’s negligent performance of any of the services furnished under the contract.

z. Rights and Remedies Not Waived: In no event shall the making by NVRC of any payment to Consultant, or the waiver by NVRC of any provision under contract including any obligation of Consultant, constitute or be construed as a waiver by

NVRC of any other provision, obligation, breach of covenant, or any default which may exist under contract on the part of Consultant, and the making of any such payment by NVRC while any such breach or default exists shall not impair or prejudice any right or remedies available to NVRC.

aa. Safety: Consultant and subcontractors performing services for NVRC are required and shall comply with all Occupational Safety and Health Administration (OSHA), state, and local safety and occupational health standards and any other applicable rules and regulations. Consultants and subcontractors shall be held responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site area under this contract.

bb. Scheduling and Delays: The parties to any contract resulting from this solicitation acknowledge that all or part of the work to be performed hereunder may be delayed and extended at the option of NVRC. Such delays may be caused by delays, denials and

8 NVRC RFP: 2026 NOVA Climate Atlas modifications of the various state or federal permits, or for other reasons. NVRC shall not be required to pay any of Consultant’s direct or indirect costs, or claims for compensation, extended overhead, or other damage or consequential damages arising out of or related to any delays or interruptions required or ordered by NVRC.

If NVRC delays a task order for any reason for a continuous period 90 days or more, NVRC and Consultant will negotiate a mutually agreeable adjustment to Consultant’s fee.

cc. Severability: If any provision of the contract or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of the contract, or the application of such provision to persons or circumstances other than those which it is invalid or unenforceable, shall not be affect hereby, and each provision of the contract shall be valid and enforced to the full extent permitted by law.

dd. Submissions: All correspondence, design/review documents, reports, etc. prepared by Consultant shall be distributed to NVRC for each task in the format and number of copies as directed by the task statement of work.

ee. Termination for Cause: In the event Consultant shall for any reason or through any cause be in default of the terms of this contract, NVRC may give Consultant written notice of such default by certified mail/return receipt requested at the address set forth in Consultant’s Proposal/ or as provided in this contract.

Unless otherwise provided, Consultant shall have 10 days from the date such notice is mailed in which to cure the default. Upon failure of Consultant to cure the default, NVRC may immediately cancel and terminate this contract as of the mailing date of the default notice.

Upon termination, Consultant shall withdraw its personnel and equipment, cease performance of any further work under the contract, and turn over to NVRC any work in process for which payment has been made. In the event of violations of law, safety or health standards and regulations, this contract may be immediately cancelled and terminated by NVRC and provisions herein with respect to opportunity to cure default shall not be applicable.

ff. Termination for Convenience: NVRC may at any time, and for any reason, terminate this contract by written notice to Consultant specifying the termination date, which shall be not less than 30 days from the date such notice is mailed.

Notice shall be given to Consultant by certified mail/return receipt requested at the address set forth in Consultant’s proposal or as provided in this contract. In the event of such termination, Consultant shall be paid such amount as shall compensate

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Consultant for the work satisfactorily completed, and accepted by NVRC, at the time of termination. If NVRC terminates a contract, Consultant shall withdraw its personnel and equipment, cease performance of any further work under this Contractor, and turn over to NVRC any work completed or in process for which payment has been made.

gg. Use of Forced and Indentured Child Labor: The use of forced or indentured child labor in the performance of this contract is prohibited. The Consultant must include such a prohibition in every subcontract or purchase order that exceeds $10,000, so the prohibition shall be binding on each subcontractor or vendor.

hh. Insurance: Consultant shall procure, maintain, and provide proof of insurance coverage for injuries to persons and property damage as may arise from or in conjunction with the work performed on behalf of NVRC by Consultant, its agents, representatives, employees, or subcontractors. Proof of coverage as contained herein shall consist of all policies, endorsements, declaration pages, and certificates of insurance and shall be submitted 15 days prior to the commencement of work, and such coverage shall be maintained by Consultant for the duration of the contract period; for occurrence policies. Claims made against the policies must extend reporting period for two years after expiration date.

Requirements for minimum coverage and limits are expected to include:

• Commercial General Liability Insurance: $1,000,000 per occurrence / $2,000,000 aggregate

• Automobile Liability Insurance: $1,000,000 per occurrence

• Workers Compensation Insurance: Yes

• Employer’s Liability Insurance: $500,000 per accident/$500,000 per disease; $500,000 per policy disease limit

• Umbrella or Excess Liability Insurance: $5,000,000 per occurrence /

$5,000,000 aggregate.

Additional coverage provisions may be required at contract negotiation.