24-0417 RFP ON CALL ENGINEERING.docx

City of Fredericksburg 715 Princess Anne Street, Fredericksburg, VA 22401

PROFESSIONAL SERVICES REQUEST FOR PROPOSAL

(RFP) #24-0417 ON-CALL Professional Engineering Services - Utilities Wastewater and Water NIGP Commodity Codes:

Issue Date: December 20, 2023 • Due Date February 1, 2024 2:00 P.M. Local Prevailing Time (LPT) Procurement Officer: Siera Rogers | E-mail Address: ssrogers@fredericksburgva.gov PROPOSAL SUBMISSION: All proposals must be received by the date and time shown on the cover page of this solicitation at the following address. Any proposals received after the stated time and date will be returned unopened. See Standard Terms for additional REQUIRED information regarding “Identification of Sealed Proposals.” Delivery address: City of Fredericksburg, Finance Dept. Attn. Siera Rogers, 715 Princess Anne Street, Fredericksburg, VA 22401

Pre-Proposal NON-Mandatory Hybrid meeting will be held 1/17/2024 at 10am 715 Princess Annne Street, Fredericksburg , VA 22401

CLARIFICATION OF TERMS: If any prospective Offeror has questions about the specifications or other solicitation documents, then it is the Offeror’s responsibility to contact the Procurement Officer in writing, no later than January 24nd, 2024 at 2PM. Oral requests for information will not be accepted. Any revisions to the solicitation will be made only by an addendum issued by the Procurement Officer. Any addenda, notifications, extensions, cancellations or changes will be posted on the City’s website at www.fredericksburgva.gov and the Commonwealth of Virginia’s e-procurement website, www.eva.virginia.gov. No other notification will be provided. It is the responsibility of the prospective Offeror to obtain all current information from either the City website or the eVA website.

The undersigned hereby offers and agrees to furnish all goods and/or services in accordance with the attached signed proposal and the mandatory requirements outlined herein, or as mutually agreed upon through subsequent negotiation.

Company Name: _______________________________

Address: ______________________________________

City/State/ZIP: ________________________________

Signature: ____________________________________

Printed Name: ________________________________

Title: _______________________________

Date: _______________________________

Email: __________________________________________

Telephone: ____________________________________

Fax: _________________________________________

Cell: _________________________________________

DUNS Number: ________________________________ eVA Vendor ID: _________________________________

Vendor SCC ID: __________________________________

NOTE: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, §2.2-4343.1 or against an Offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

TABLE OF CONTENTS

SECTION PAGE

PURPOSE

The purpose of this Request for Proposals (RFP) is to solicit qualified and interested firms to submit proposals for providing Professional Engineering Services - Utilities Wastewater and Water construction projects, engineering studies and reports. Projects to be assigned under the resulting contracts include new wastewater and water lines, rehabilitation of existing lines, new wastewater and water pump stations, rehabilitation of existing stations, new water storage tanks, rehabilitation of existing tanks, wastewater and treatment plant work, treatment process design, facilities planning, hydraulic analysis and modeling. To facilitate its needs, the City desires to establish a contract under which individual projects can be assigned on an as needed basis. The City reserves the right to award to multiple firms.

BACKGROUND

City Departments have a broad role in coordinating, developing, improving, and maintaining transportation, utilities, drainage, permit/regulatory compliance, and similar City objectives.

In 2019 the City established annual professional engineering service contracts for tasks to be performed on an as-needed basis. The current contracts expire July 2024 and therefore require re-solicitation. Accordingly, the City wishes to establish multiple annual professional engineering contracts to more than one Offeror for the period of one year, or when the cumulative project fees reach the maximum amounts described below, with four one-year renewal options. Incumbents will be required to submit competitive packages.

Annual professional engineering services under this format are limited to fees for any single project not to exceed $2,500,000; the sum of all projects performed in a one-year contract not to exceed $10,000,000. It is anticipated that the contract award will be made to multiple Offerors. Projects will be assigned on an as-needed basis relying on procedures for distributing multiple projects among the selected contractors during the contract term. Such procedures shall prohibit requiring the selected contractors to compete for individual projects based on price. Engineering fees will be determined for each project at the time of the assignment based on hourly rates as provided for in the resultant contracts; a preliminary schedule with milestones and delivery timeframes will be established upon the approval of the City’s project manager.

Projects will be funded with state and local appropriations. The source of funding (i.e., state, local) will be identified for each task assigned under this contract. The successful Offeror shall comply with all applicable state and local laws, regulations, policies and standards for acquisition and relocation activities which in part will be determined by the source of funding. The City reserves the right to complete services through in-house design and through other competitive procurements. No specific amount of work is guaranteed to the Contractor as a result of any contract award resulting from this RFP.

The City, recognized by Virginia’s Department of Housing & Community Development with an Above Average fiscal stress, seeks the most cost effective and highest quality services; therefore, Offerors are encouraged to be creative and resourceful in proposing their most efficient methods using their most qualified personnel.

SCOPE OF WORK

The Engineer will be responsible for performing all professional engineering services relative to public works and utilities design and construction projects, on a per project basis. Development of plans and specifications for projects should be in conformance with the requirements outlined in City’s Water and Sewer Specifications and Standards, available at www.fredericksburgva.gov/Water and Sewer Facilities Construction Specifications and Standards.

General examples of projects may include, but not necessarily limited to, water and sewer line extensions, water storage and booster pump facilities, sewer lift station and force mains, sewer smoke testing and manhole rehabilitation, wastewater treatment plant improvements, and infrastructure capacity and performance evaluations, historic structure preservation and rehabilitation, and other public works/utility projects. Additional tasks may include Owners Advisory services for design/build projects as technical design and construction review for utility transmission and treatment works, as well as other utility infrastructure projects.

Offerors are encouraged to have staff or subcontractors available, as needed, for historical structure evaluation, preservation, and rehabilitation.

Offerors should address their ability to provide all services required for this contract to include, at a minimum, the following:

A. Study and Preliminary Design Phase

1. Consult with City to define specific requirements of the assignment and review available data in possession of the City.

2. In consultation with the City, and on the basis of all information obtained, determine the scope of the project.

3. Perform all necessary research, field survey work and geotechnical services.

4. Prepare preliminary design documents consisting of construction plans and specifications. Prepare all contract documents on forms as approved by the City.

5. Based on the information contained in the preliminary design documents, submit an opinion of probable project cost including, but not limited to, construction costs and contingencies to the City.

6. Furnish all such documents, plans and design data as may be required, and assist in the preparation of the required documents so the City may obtain approvals of all such governmental agencies and authorities as have jurisdiction over design criteria and environmental impact applicable to the project; and assist in obtaining such approvals by participating in submissions to and negotiations with appropriate officials and authorities, including attendance at administrative hearings and meetings as are necessary to obtain such approval.

B. Final Design Phase

1. Upon completion and acceptance by the City of the Preliminary Design Phase, prepare and furnish Invitation for Bid documents (drawings, specifications, easement plats, etc.) in conjunction with the City’s Purchasing Department, and assist in the preparation of other related documents as necessary.

2. Furnish all such documents, plans, and design data as may be required for, and assist in the preparation of the required documents so that the City may obtain approval of all such governmental agencies and authorities as have jurisdiction over design criteria and environmental impact applicable to the project. Assist in obtaining such approvals by participating in submissions to and negotiations with appropriate officials and authorities, including administrative hearings involving the project, and attend as many hearings and meetings as are necessary.

3. Furnish the City with a revised opinion of probable project cost based on the final plans and specifications and other related documents.

4. Prepare any necessary documents for alternate bids requested by the City.

5. Present and review final plans, specifications and all other related documents to the City.

6. Prepare and furnish any and all temporary and permanent easement plats and deeds of dedication for necessary easement negotiations and acquisitions.

C. Bidding Phase

1. Assist City in obtaining bids for each prime contract for construction.

2. Attend pre-bid conferences as needed.

3. Answer bidder’s questions and prepare any necessary addenda.

4. Attend the bid opening and check the accuracy of submitted bids.

5. Consult with and advise City as to the acceptability of prime contractor by means of a letter of recommendation.

6. Consult with and advise City as to the acceptability of subcontractors and other persons and organizations proposed by the prime contractor.

7. Consult with and advise City as to the acceptability of substitute materials and equipment proposed by bidder.

8. Assist the City in evaluating bids, negotiating with bidders when applicable, and recommending award of contracts.

9. Prepare all documents necessary for the City and contractor(s) to enter into a contract for the construction of the project and forward all such documents to the City Purchasing Department, for review and approval prior to forwarding them to the prime contractor for execution.

D. Construction Phase

1. Furnish City with three sets of plans, one half scale set of plans and three sets of specifications at no charge and furnish City’s contractor with an additional six sets of plans. Additional sets to be furnished at reproduction cost.

2. Consult with and advise City and act as its representative as normally expected of professional Engineers; City’s instructions to contractor will be issued by Engineer through the inspector. The Engineer will have the authority to act on behalf of the City to the extent authorized by the City.

3. Make periodic visits to the site, as necessary, but at least once every month, to observe the progress and quality of the executed work and provide assurance to the City in writing that the completed project will conform to the contract. Written observations should detail the progress of work, guard the City against defects and deficiencies in the work of the contractor whenever possible, notify the City of any observed defects or deficiencies in the work of the contractor, and disapprove or reject work as failing to conform to the contract if necessary.

4. Review and approve shop drawings, the results of tests and inspections and other data the contractor is required to submit; determine acceptability of substitute materials and equipment proposed by contractor; receive and review maintenance and operating instructions, schedules, guarantees, and certificates of inspection, assembled by contractor in accordance with the contract documents.

5. Issue instructions to the contractor, review all change proposals presented by the contractor and prepare all change orders as required. The Engineer may, as City’s representative, require special inspection or testing of the work, act as interpreter of the requirements of the contract documents and judge the performance of the contractor.

6. Based on Engineer’s on-site observations as an experienced and qualified design professional and on his review of contractor’s applications for payment, advise City as to the amount owed to contractor in relation to the progress and suitability of the work performed.

7. Conduct an inspection to determine if the project is substantially complete and a final inspection to determine if the project has been finally completed in accordance with the contract documents; prepare a punch list of outstanding items of work to be updated as necessary and submit a written determination to the City and other governmental agencies, as necessary, that final payment should be made to contractor.

8. Prepare and furnish a set of “As-Built” prints of drawings, AutoCAD file and PDF showing those changes made during the construction process, based on the marked-up prints, drawings, and other data furnished by contractor and/or inspector at no additional cost to the City. As-Built Drawings shall be signed and sealed by a Virginia Licensed Professional Engineer and/or Surveyor.

9. Furnish four (4) sets of operation and maintenance manuals and one (1) PDF and (1) MS Word electronic files for any pump station and treatment plant work.

E. Engineering Studies, Analysis and Reports

1. Conduct engineering studies of the City wastewater and water systems to forecast system needs and improvements.

2. Make recommendations for system improvements including but not limited to growth, reliability, redundancy, and replacement of wastewater and water infrastructure and facilities.

3. Provide engineering opinions of probable costs for recommended system improvements.

4. Assess impacts of identified system improvements on City rates and fees.

5. Conduct hydraulic analysis of the City wastewater and water systems.

F. Individual Project Assignments

1. Selection of Engineer - Individual work assignments will be negotiated for each specific project on an as needed basis. It shall be the sole decision of the City regarding which Engineer the assignment is awarded to if contracts are awarded to multiple firms. The City reserves the right to perform work in-house or to award large projects through a separate procurement action.

2. Compensation and Method of Payment - As full payment and compensation for the performance and completion of work acceptable to the City for each project, the City will pay the Engineer in accordance with the sum determined for the individual project assignment. All work shall be performed for each project and shall be done on a lump-sum, not-to-exceed basis or on a time and materials basis. The hourly rates utilized to determine the cost of each assignment will not exceed the hourly rates determined for this contract. Total fee shall include all expenses for performing the necessary work, including professional fees and reimbursable expenses. Reimbursable expenses, which shall be the actual expenses incurred in connection with the work performed for transportation, and sustenance incidental thereto, toll telephone calls and telegrams, reproduction of reports, drawings and specifications and computer time shall be estimated at the time of negotiation with actual expenses added to invoices. When assignments are negotiated on a lump- sum or not-to-exceed basis, the cost of attending the number of meetings as required by the City, shall be included in the fee.

3. Performance Schedule - The Engineer shall perform work in accordance with a performance schedule negotiated at the time of project assignment. The Engineer shall assign the work to qualified personnel in sufficient numbers to complete the work according to the performance schedule and designate a qualified Project Manager to oversee each project. The Project Manager shall work continuously on the project until final reports are accepted by the City.

4. Changes in Performance Schedule - The City may make changes to the work previously negotiated for an individual assignment. If any such change increases or decreases the time required to perform the work, the performance schedule will be adjusted accordingly. The Engineer will not be entitled to adjustments for changes in work that in the opinion of the City do not result in an increase in the cost of performing the work. Any changes in the scope of work for project assignments and performance of any additional services shall proceed only with express written authorization of the City.

G. Professional Standards and Abilities Offerors should demonstrate their ability to:

1. Perform all tasks in accordance with generally accepted professional engineering practices and standards.

2. Provide to the City the best possible advice and consultation within Engineer’s authority and capacity as a professional Engineer. If alternatives and/or options are included, a best recommendation and prioritized analysis should be included.

3. Comply with all applicable regulations, laws, ordinances and requirements of all applicable governmental agencies and authorities.

4. Assign work to be performed to qualified personnel in sufficient numbers to meet negotiated performance scopes, costs, and schedules.

H. City Responsibilities City of Fredericksburg shall:

1. Provide all information in its possession which relates to the City’s requirements for individual projects.

2. Assist in obtaining permission to enter upon public and private property as required for the Engineer to perform his services. Assist in research for property and easement acquisitions. The City will acquire the necessary easements and property.

3. Examine all studies, test results, reports, sketches, drawings and proposals and any other documents presented by the Engineer.

4. Designate a person to act as its representative with respect to the work to be performed for each assignment.

PROPOSAL INSTRUCTIONS - PREPARATION AND SUBMISSION

A. Proposal Requirements

In order to be considered for selection, Offerors should submit a complete response to this RFP.

Proposal Delivery Methods:

Preferred - One (1) original and two (2) hard copies of each proposal and one (1) electronic copy (CD, DVD, or removable drive) of each proposal must be submitted to the City by the due date and time. If the proposal contains proprietary information, submit one (1) hard copy and electronic copy that DOES NOT contain the proprietary information, and mark it as a REDACTED copy. Any proposals received at the specified location after the deadline will not be considered and shall be returned unopened.

Optional - Proposals will also be accepted prior to the due date and time by electronic mail and sent to the Procurement Officer, Siera Rogers at ssrogers@fredericksburgva.gov with the hard copies and electronic file copy sent by any delivery method convenient by the due date and time on the cover sheet of this solicitation. The Offeror shall make no other distribution of the proposal. It is the Offeror’s responsibility to ensure that proposal packages are received by the time and date indicated at the appropriate location. Proposals submitted elsewhere, including to other City buildings, will not be accepted. Refer to the cover page of this document for the deadline and for the address.

1. Proposal Preparation

An authorized representative of the Offeror must sign any submitted proposal. All required information should be submitted. If an Offeror fails to submit all information requested, the purchasing agency may require prompt submission of missing information after the receipt of proposal. Failure to submit all required information may result in a lowered evaluation score of the proposal. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

Proposals should be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. The Offeror is responsible for all costs of proposal preparation. The City is not liable for any costs incurred in preparing a response to the RFP. Emphasis should be placed on completeness and clarity of content.

Proposals should be organized in the order in which the requirements are presented in the RFP. The proposal should contain a table of contents which cross-references the RFP requirements.

Other proposal format requirements include:

a. The entire proposal response shall be signed and filled out as required. The entire RFP, with signature page, must be included in the ORIGINAL proposal and the ELECTRONIC copy of the proposal. Additional copies must include the signed cover page, but need not include the remainder of the original RFP. See Section V, entitled “Proposal Instructions - Preparation and Submission,” Item B, entitled “Specific Proposal Submission Instructions” for submittal requirements.

b. No font smaller than 12 point.

c. 8½ x 11 inch page size (larger pages are allowed for figures or tables, but they should be folded into the overall proposal and used sparingly.)

d. All pages should be numbered. No more than 50 pages front/back.

Each copy of the proposal should be bound or contained in a single volume where practical. All documentation submitted with the proposal should be contained in that single volume.

The signed proposal and required number of copies must be returned in a separate envelope, box, or other sealable package, and identified as follows:

Vendor Name Street or Box Number City, State, Zip Code

POSTAGE*

City of Fredericksburg Procurement Office ATTN: Siera Rogers, Procurement Officer 715 Princess Anne St.

Fredericksburg, VA 22401

-OR-

Post Office Box 7447 715 Princess Anne St.

Fredericksburg, VA 22404-7447

Note on the package the due date/time & RFP#/title

Unsealed proposals may be hand delivered to the designated location in the office issuing the solicitation, please check office hours and for Holiday closures.

No other correspondence or other proposals should be placed in the envelope, box, or other sealable package.

2. Clarification of Terms

If any prospective Offeror has questions about the specifications or other solicitation documents, the prospective Offeror should contact the Procurement Officer by the date indicated on the face of the solicitation. All inquiries must be submitted in writing to Siera Rogers, via email, at ssrogers@fredericksburgva.gov. Please include the RFP number and tittle in the subject line of the message.

Any revisions to the solicitation will be made only by addendum issued by the Procurement Officer and will be posted on the City’s website, www.fredericksburgva.gov and the state procurement website at www.eva.virginia.gov. No other notification will be made.

3. Proprietary Information

All records pertaining to this procurement are open to inspection by the public under the Virginia Freedom of Information Act unless specifically exempted under Virginia Code § 2.2-4342. If you want portions of your proposal to be confidential, you must comply with § 2.2-4342(F), which requires that you (i) specifically invoke the protections of § 2.2-4342(F) before or upon submission of the data, (ii) identify the specific data to be protected, and (iii) state the reasons why protection is necessary. You cannot mark pricing information as confidential. If the City cannot tell which specific parts of the proposal are marked as confidential, if the entire proposal is marked as confidential, or if you do not completely comply with § 2.2-4342(F), the entire proposal is public information and the City will release it in response to a valid records request, in accordance with the timelines specified in § 2.2-4342(D).

The classification of the entire proposal document and/or pricing information as proprietary or trade secrets is not acceptable.

B. Specific Proposal Submission Instructions

Proposals should be as thorough and detailed as possible so that the Proposal Evaluation Team can properly evaluate the Offeror’s capabilities to provide the required services. Offerors are strongly advised to provide a model for the City’s evaluation purposes that represents their solution to all requirements depicted in the RFP, and which is complete, comprehensive, simple and easy to understand. Offerors are required to submit the following items, separated by tabs within the proposal and in sequential order corresponding to the related sections of this RFP:

TAB 1: RFP and Addenda

The complete RFP (with attachments) signed and filled out as required. Also, include an original signed copy of any future addenda to this RFP that may be issued.

TAB 2: Qualifications

Describe your firm’s background, experience, and qualification related to this type of contract that should include, but not be limited to, the following:

· Professional competence of consultant/firm and key personnel

· Resumes of key personnel

TAB 3: Implementation

Describe your firm’s capability to respond to the City’s needs including the following:

· Current workload of key personnel and ability to take on additional consultation, evaluation, and field work when needed

· The firm’s distance from Fredericksburg

· Communication and response management plan

TAB 4: Experience

· General and specific examples of relevant work

· References

TAB 5: Attachments

Include attachments required in the RFP as outlined:

Attachment A. – Vendor Data Sheet Attachment B. – State Corporation Commission Form Attachment C. – Proprietary and Confidential Information Attachment D. – Optional Pre-Proposal Meeting Instructions

EVALUATION AND AWARD CRITERIA

The Procurement Officer will review all proposals received by the proposal submission deadline. Proposals must be complete and responsive to all sections of the RFP. Proposals that do not fulfill all program requirements or omit any of the requested contents may receive a reduced evaluation score. Failure to meet all mandatory requirements may result in a reduced evaluation score of up to 10% of the total available points. Selection of the successful offeror will be based upon submission of proposals meeting the selection criteria. The minimum selection criteria will include:

Total 100 Points

For these professional services, the City shall engage in shortlist interviews with two or more offerors ranking highest from the above scoring criteria and that are deemed fully qualified, responsible, and suitable.

PREPROPOSAL CONFERENCE

An optional preproposal hybrid meeting will be held January 17th at 10:00 a.m. 715 Princess Anne Street, Fredericksburg, VA 22401 in-person in the Large conference room or virtually at Go-To Meet RFP 24-0417 On-Call Professional Engineering Service Pre-Proposal Meeting.

Please join my meeting from your computer, tablet or smartphone.

https://meet.goto.com/495863453

You can also dial in using your phone.

Access Code: 495-863-453 United States: +1 (872) 240-3311

Join from a video-conferencing room or system.

Meeting ID: 495-863-453 Dial in or type: 67.217.95.2 or inroomlink.goto.com Or dial directly: 495863453@67.217.95.2 or 67.217.95.2##495863453

Get the app now and be ready when your first meeting starts:

https://meet.goto.com/install

For additional questions email ssrogers@fredericksburgva.gov and please include the RFP number and tittle in the subject line of the message

OFFEROR ELIGIBILITY REQUIREMENTS AND QUALIFICATIONS

The following requirements and qualifications are MANDATORY and pertain to the solicitation only. Compliance will determine if Offeror may be deemed eligible for award.

1. DEBARMENT STATUS: By participating in this procurement, the vendor certifies that they are not currently debarred by the Commonwealth of Virginia from submitting a response for the type of goods and/or services covered by this solicitation. Vendor further certifies that they are not debarred from filling any order or accepting any resulting order, or that they are an agent of any person or entity that is currently debarred by the Commonwealth of Virginia.

2. MANDATORY USE OF CITY FORM AND TERMS FOR RFPs: Failure to submit a proposal on the official City form provided for that purpose may be a cause for rejection of the proposal. Modification of or additions to the General Terms of the solicitation may be cause for rejection of the proposal; however, the City reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a proposal.

3. QUALIFICATIONS OF OFFERORS: The City may make such reasonable investigations as deemed proper and necessary to determine the ability of the Offeror to perform the services/furnish the goods and the Offeror shall furnish to the City all such information and data for this purpose as may be requested. Verification of stated qualifications should be provided with the Offeror’s response. The City reserves the right to inspect Offeror’s physical facilities prior to award to satisfy questions regarding the Offeror’s capabilities. The City further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such Offeror fails to satisfy the City that such Offeror is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

4. CONTRACTOR/SUBCONTRACTOR LICENSE REQUIREMENT: By their signature on this solicitation, Offerors certify and warrant that their firm, and any individual employees and/or subcontractor(s) is/are properly certified and/or licensed by the appropriate federal, state, or other regulatory authorities to provide all goods/services specified or fulfill the requirements delineated herein.

5. VIRGINIA STATE CORPORATION COMMISSION IDENTIFICATION NUMBER: Pursuant to Code of Virginia, §2.2-4311.2 subsection B, an Offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 is required to include in its proposal the identification number issued to it by the State Corporation Commission (SCC). Any Offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law is required to include in its proposal a statement describing why the Offeror is not required to be so authorized. Indicate the above information on the SCC Form provided. Contractor agrees that the process by which compliance with Titles 13.1 and 50 is checked during the solicitation stage (including without limitation the SCC Form provided) is streamlined and not definitive, and the City’s use and acceptance of such form, or its acceptance of Contractor’s statement describing why the Offeror was not legally required to be authorized to transact business in the Commonwealth, shall not be conclusive of the issue and shall not be relied upon by the Contractor as demonstrating compliance.

6. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the City will publicly post such notice on the City website, www.fredericksburgva.gov, and the eVA VBO (www.eva.virginia.gov) for a minimum of ten (10) days.

7. AWARD: Selection shall be made of multiple Offerors deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors included in the Request for Proposal, including price, if so stated in the Request for Proposal. Negotiations shall be conducted with the Offerors so selected. Price shall be considered, but need not be the sole determining factor. After negotiations have been conducted with each Offeror so selected, the agency shall select the Offerors, which, in its opinion, have made the best proposal, and shall award the contract to the Offerors as follows: It is the intent of the City to issue an award to the highest ranking Offeror. The City reserves the right to make awards, for any goods or services, depending upon the capabilities and benefits described in any Offeror’s proposal, and as the City deems in its best interest. Such decision shall be based upon the City’s sole and exclusive judgment.

The City may cancel this Request for Proposal or reject proposals at any time prior to an award, and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous (Code of Virginia, § 2.2-4359D). Should the City determine in writing and in its sole discretion that only one Offeror is fully qualified, or that one Offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to Offeror(s). The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the contractor’s proposal as negotiated.

GENERAL TERMS

These are mandatory and non-negotiable terms applicable to any contract awarded under this procurement.

A. Assignment. Contractor will not assign or otherwise transfer any of its rights, obligations, or interests in this contract without the written permission of the City.

B. Audit. Contractor will retain all records related to this contract for 5 years after final payment or until audited by the City, whichever comes first. The City may inspect these records upon reasonable notice to Contractor.

C. Authorization to do Business in Virginia. Contractor is authorized to do business in Virginia as a domestic or foreign business entity under Title 13.1 or Title 50 of the Virginia Code. Contractor will not allow its existence to lapse or its certificate of authority or registration to do business in Virginia to be revoked or cancelled during the term of this contract.

D. Choice of Law, Venue. This contract is governed by Virginia law. The Circuit Court of the City of Fredericksburg, Virginia, is the exclusive venue for any litigation regarding this contract.

E. Claims. Contractor must notify the City in writing of its intention to file a claim at the time of the occurrence or beginning of the work upon which the claim is based. All claims must be submitted less than 60 days after the final contract payment.

F. Default. The City is in default 1) if it fails to pay any amount due to Contractor; or 2) upon any other material failure to comply with the terms of the contract. Contractor is in default upon any material failure to comply with the terms of the contract.

A party alleging that the other party is in default must provide the allegedly defaulting party with written notice specifying the alleged default and allow 30 days for the default to be cured.

G. Dispute Resolution. The parties will first endeavor to resolve any disputes, claims, or other matters in question between them through direct negotiations, and if direct negotiations fail, by non-binding mediation, with the exclusive venue of the mediation being the City of Fredericksburg. Should the dispute remain unresolved either (i) following negotiation and mediation, or (ii) more than 90 days after a party has requested mediation, either party may institute a lawsuit or chancery action, as appropriate, in Fredericksburg Circuit Court, and may pursue all available appeals in Virginia state courts, to the extent they have jurisdiction. Any agreement reached in mediation must be reduced to writing and executed by the parties; upon execution, the agreement will be enforceable as a settlement agreement.

H. Drug-Free Workplace. 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 Contractor’s workplace and specifying the actions that will be taken against employees for violating that prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of Contractor that Contractor maintains a drug-free workplace; and (iv) include the terms of this section in every subcontract or purchase order of over $10,000, so that the terms will be binding upon each subcontractor and vendor.

I. Ethics in Public Contracting. Contractor certifies that its offer is made without collusion or fraud and that it has not offered or received any kickbacks or inducements from any other offeror, supplier, manufacturer, or subcontractor and that it has not conferred on any public employee having official responsibility for this purchase 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.

J. Force Majeure. No party to this Agreement shall be liable or responsible to the other party for any failure, interruption, or delay in fulfilling any of its obligations under this agreement, due to events beyond the affected party’s control, including natural disaster, act of God, war, armed conflict, pandemic, epidemic, public health crisis, or state of emergency, provided that the affected party gives the other party prompt written notice of the occurrence of the event, stating the period of time the occurrence is expected to continue. The affected party shall use diligent efforts to end the failure, interruption, or delay and ensure the effects of the Force Majeure Event are minimized.

K. Freedom of Information Act. All records pertaining to this contract are open to inspection by the public under the Virginia Freedom of Information Act (Virginia Code § 2.2-3700 et. seq) unless specifically exempted under the Act (including records properly exempted under Code of Virginia § 2.2-4342).

L. Immigration. Contractor does not, and will not during the performance of this contract, knowingly employ an unauthorized alien as defined in federal Immigration Reform and Control Act of 1986. Contractor will register for and participate in the federal E-Verify Program if required to do so under Code of Virginia § 2.2-4308.2. Contractor will provide the City with a copy of their E-Verify “Maintain Company” page to the City upon request. Failure to comply with E-Verify requirements subjects Contractor to automatic disbarment from City procurement until the requirements are met.

M. Indemnification. Contractor will save, defend, hold harmless, and indemnify the City, and all of its elected and appointed officials, officers, employees, agents, departments, agencies, boards, and commissions from and against any and all claims, losses, damages, injuries, fines, penalties, costs (including court costs and attorney's fees), charges, liability, or exposure, however caused, resulting from, arising out of, or in any way connected with Contractor's negligent acts, errors or omissions, recklessness or intentionally wrongful conduct of the Contractor in performance or nonperformance of its work under the contract. This indemnification survives the termination of the contract.

N. Insurance. Contractor and any subcontractors will maintain the following insurance coverage, provided by insurance companies authorized by the Virginia SCC to offer insurance in Virginia, during the entire term of the contract. Contractor will provide copies of its Certificates of Insurance to the City.

O. Licensing. Contractor will maintain all licenses and certifications required by applicable federal, state, and local governmental entities for provision of the goods and services to be provided under this contract.

P. Modifications. Only the City Manager or City Procurement Officer may modify this contract on behalf of the City. Only the original signatory of the contract on behalf of Contractor, or another individual authorized in writing by Contractor to modify the contract, may modify the contract on behalf of Contractor. Modifications to this contract can only be authorized in accordance with Code of Virginia § 2.2-4309. Modifications can only be authorized by the following methods:

City and Contractor may agree in writing to modify the terms of the contract. Any additional goods or services to be provided must be of a sort that is ancillary to, or within the same broad product or services categories as, those provided for in the original contract.

The City may issue written change orders for changes such as services to be performed, methods of packing or shipping, and place of delivery or installation. If Contractor determines that the change order will not necessitate a change in compensation or schedule, Contractor will comply with the change order upon receipt. If Contractor determines that the change order will necessitate a change in compensation or schedule, Contractor will notify the City of that determination, and only proceed to comply with the change order upon the City’s written approval.

The contract may be renewed by agreement if provided for in the description of the contract term.

Contractor shall not require any employee or agent of the City other than the City Manager or Procurement Officer to execute any additional contract, license, or other agreement pertaining to this contract.

Q. Non-appropriation. All funds for payments after June 30 of the current fiscal year are subject to appropriation by the City Council. If Council does not appropriate the required funds, the City will terminate this contract on June 30 of the then-current fiscal year.

R. Non-Discrimination. Contractor 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 contractor. Contractor will post in conspicuous places, available to employees and applicants for employment, notices stating the terms of this section.

Contractor, in all solicitations or advertisements for employees placed by or on behalf of the contractor, will state that the contractor is an equal opportunity employer.

Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation are sufficient for the purposes of this section.

Contractor will include the terms of this section in every subcontract or purchase order of over $10,000, so that the terms will be binding upon each subcontractor and vendor.

Contractor will conform to the Federal Civil Rights Act of 1964, the Virginia Fair Employment Contracting Act of 1975, the Virginians with Disabilities Act, and § 2.2-4343.1E of the Virginia Public Procurement Act.

S. Notices. Any notices pertaining to this contract must be sent by first-class mail to:

a. To the City:

Fredericksburg City Manager P.O. Box 7447 Fredericksburg, Virginia 22404-7447

b. To the Contractor:

The address listed on Contractor’s Proposal or Bid. Contractor may change its address for notices by notifying the City in writing of the change.

T. Payments. Contractor must provide its federal employer identification number and VA W-9 to the City before requesting payment.

Contractor will submit itemized invoices, with appropriate documentation, to the City, at the payment address shown on the purchase order or contract. All invoices must show the City contract or purchase order number and Contractor’s federal employer identification number. No invoice may include any cost other than those listed in the contract or in an individual purchase order referencing the contract.

The City will pay invoices within 30 days of receipt. Any invoice not paid within 30 days will accrue 1% interest per month. When payment is made by mail, the date of the postmark will be considered the date of payment. If offset proceedings have been instituted under the Virginia Debt Collection Act, the date of offset will be considered the date of payment.

Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time an order is placed. In these cases, payments are contingent on the City’s determination that all invoiced charges are reasonable. The City will notify Contractor within 30 days of invoice of any charges it determines to be unreasonable. Payment for those charges will be suspended until a settlement is reached. Contractor will not take legal action concerning the charges unless a settlement is not reached within 30 days of notification.

U. Payments to Subcontractor. Within 7 days after receipt of payment by the City for work performed by a subcontractor, Contractor shall a) pay the subcontractor for the proportionate share of the total payment received from the City attributable to the subcontractor’s work, or b) notify the City and the subcontractor, in writing, of Contractor’s intention to withhold payment and the reason for withholding the payment.

Contractor will pay interest of 1% per month to subcontractors on all amounts owed to the subcontractors which has not been paid or withheld under the terms of the preceding paragraph.

Contractor must require individual subcontractors to provide their social security numbers, and proprietorship, partnership, and corporate subcontractors to provide their federal employee identification numbers. Contractor will provide this information to the City upon request.

Contractor must require subcontractors to include the terms of this section in all contracts with other subcontractors.

V. Prime Contractor and Subcontractors. Contractor has prime responsibility for all services and goods to be provided under this contract, specifically including adequate supervision of work to be performed. This contract is only between Contractor and the City, and Contractor accepts full responsibility for the work performed and goods provided by, and the acts and omissions of, its subcontractors.

Subcontractor will not subcontract for any part of this contract without the advance written permission of the City Procurement Officer. Contractor will provide the names, qualifications, and experience of any proposed subcontractors to the City Procurement Officer.

W. Relation to City. Contractor is an independent contractor of the City. This contract does not create an employment relationship between the City and Contractor or any of its employees.

X. Severability. If any provision of this agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of the agreement remain in full force, if the essential terms and conditions of the agreement for each party remain valid, binding, and enforceable.

Y. Strict Performance. The failure of a party to insist upon the other party’s strict performance of the terms of the contract is not a waiver of the right to insist upon strict performance of those terms at a later time.

Z. Termination. The City may terminate this contract for any reason upon 30 days’ notice to Contractor. The City will promptly pay all amounts already earned by Contractor and reasonable expenses incurred in reliance upon the contract, up to the effective date of the termination.