3242AM Website Redesign - Econ Dev.pdf

RFP 25-26-3242AM Page 1

HANOVER COUNTY, VIRGINIA

REQUEST FOR PROPOSALS #25-26-3242AM

Issue Date: December 5, 2024

Title: Website Redesign and Support Services for Economic Development

Commodity Code: 91596 - Web Page Design, Management and Maintenance Services

Issuing Department: Hanover County, Virginia

Finance and Management Services Department/Purchasing Division 7507 Library Drive P.O. Box 470 Hanover, VA 23069-0470

Department Location: Hanover County Economic Development 8200 Center path Lane, Suite E

Mechanicsville, VA 23116

Period of Contract: From Award Date through March 31, 2030 (Renewable)

Unsealed proposals will be received by the issuing department prior to 2:00 PM (prevailing time), January 6, 2025, for furnishing the services described herein.

It is preferred that responses to this solicitation be submitted electronically. For assistance, contact eVA Customer Care at 1- 866-289-7367.

All inquiries for information should be directed to: Angela Melton, Contract Manager (804) 365-6061 or apmelton@hanovercounty.gov and must be received no later than five (5) working days before the due date.

In compliance with this Request for Proposal and to all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the goods/services in accordance with the attached signed proposal or as mutually agreed upon by subsequent negotiation.

Name and Address of Firm:

Date:

By:

Name:

Title:

Please Print eVA Vendor ID Telephone No.

E-mail Address: FAX No.

This public body does not discriminate against faith-based organizations

RFP 25-26-3242AM Page 2

TABLE OF CONTENTS

1. GENERAL INFORMATION 3

2. STATEMENT OF NEEDS 3

3. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS 3

4. EVALUATION AND AWARD 5

5. GENERAL TERMS AND CONDITIONS 6

6. INFORMATION TECHNOLOGY TERMS AND CONDITIONS 11

7. HOSTED OR SOFTWARE AS A SERVICE (SaaS) TERMS AND CONDITIONS 13

8. SPECIAL TERMS AND CONDITIONS 18

9. ATTACHMENTS 19

RFP 25-26-3242AM Page 3

1. GENERAL INFORMATION

1.1 PURPOSE: The purpose of this Request for Proposal (RFP) is to solicit proposals to establish a contract to provide web design services, hosting and maintenance of a website for Hanover County Economic Development.

1.2 BACKGROUND:

A. Hanover County is situated in central Virginia in the Richmond Metropolitan Area. The County, which encompasses 474 square miles, had a 2020 Census population of nearly 110,000. Hanover, which is located north of the City of Richmond, has a defined suburban area, but is predominantly rural.

B. Economic Development provides services, programs and information sources to Hanover's established businesses; companies that are thinking about relocating; the corporate community; and the consultants that represent them.

C. The current website is https://www.hanovervirginia.com. Current site is hosted by Liquid Web through

July 2025.

2. STATEMENT OF NEEDS

2.1 The Contractor shall be responsible for designing, hosting and maintaining a website for Hanover County Economic Development that is visually compelling and easy to navigate. The Contractor shall have experience designing and supporting websites similar to Economic Development.

A. Design and Implementation: The design phase shall include, but not limited to:

1. Collaboration with stakeholders for input; presenting the proposed design; and providing revisions as requested.

2. Testing for design and functionality.

3. Staff training for management of the website.

B. Ongoing Support and Maintenance shall include, but not limited to:

1. Providing support services for questions.

2. Providing updates, testing, and security monitoring.

C. Website Hosting Services (optional): The County will consider website hosting services offered by the Contractor that are fast, reliable and secure.

2.2 The website must:

A. Be responsive for all major mobile devices, tablets, laptops, and desktops.

B. Meet all compliance requirements including ADA/508 compliance.

C. Be compatible with all major internet browsers, including but not limited to Edge, Firefox, Safari, and Google Chrome.

D. Include search engine, integration with social media, and events calendar.

E. Enable video and photo integration.

3. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS

3.1 GENERAL INSTRUCTIONS

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

RFP. Proposals may be submitted electronically through eVA or by U. S. Mail, overnight service or hand delivery.

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1. Electronically through eVA

a. For guidance on how to submit a proposal, contact eVA Customer Care at 1-866-289-7367.

b. If the Offeror determines that part or parts of its proposal are trade secrets or proprietary information that is not to be open to public inspection, the Offeror must submit an additional copy of its proposal that eliminates such part or parts. This copy shall be identified with the words “REDACTED

COPY”.

2. U. S. Mail, overnight service or hand delivery

a. A digital version of the proposal in PDF or DOC format on a USB.

b. If the Offeror determines that part or parts of its proposal are trade secrets or proprietary information that is not to be open to public inspection, the Offeror must submit an additional digital copy of its proposal that eliminates such part or parts. This copy shall be identified with the words “REDACTED COPY” and should be submitted on the same USB.

B. Proposal Preparation:

1. Proposals shall be signed by an authorized representative of the Offeror. All information requested should be submitted. Failure to submit all information requested may result in Purchasing requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal.

Proposals which are substantially incomplete or lack key information may be rejected by the County.

Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

2. Proposals should be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be placed on completeness and clarity of content.

3. Proposals should be organized in the order in which the requirements are presented in the RFP. All pages of the proposal should be numbered. Each paragraph in the proposal should reference the paragraph number of the corresponding section of the RFP. It is also helpful to cite the paragraph number, sub-letter, and repeat the text of the requirement as it appears in the RFP. If a response covers more than one page, the paragraph number and sub-letter should be repeated at the top of the next page.

The proposal should contain a table of contents which cross-references the RFP requirements.

Information which the Offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. Proposals that are not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed.

4. As used in this RFP, the terms "must", "shall", "should" and “may” identify the criticality of requirements. "Must" and "shall" identify requirements whose absence will have a major negative impact on the suitability of the proposed solution. Items labeled as "should" or “may” are highly desirable, although their absence will not have a large impact and would be useful, but are not necessary. Depending on the overall response to the RFP, some individual "must" and "shall" items may not be fully satisfied, but it is the intent to satisfy most, if not all, "must" and "shall" requirements.

The inability of an Offeror to satisfy a "must" or "shall" requirement does not automatically remove that Offeror from consideration; however, it may seriously affect the overall rating of the Offerors proposal.

5. Ownership of all data, materials, and documentation originated and prepared for the County pursuant to the RFP shall belong exclusively to the County and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act;

however, the Offeror must invoke the protections of § 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or other material is submitted. The written notice must specifically identify the data or materials to be protected and state the reasons why protection is necessary. The

RFP 25-26-3242AM Page 5 proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document or prequalification application, line item prices, and/or total proposal prices as proprietary or trade secrets is not acceptable and will result in rejection of the proposal. If, after being given reasonable time the Offeror refuses to withdraw an entire classification designation, the proposal will be rejected.

(Reference Attachment C)

C. Oral Presentation: Offerors who submit a proposal in response to this RFP may be required to give an oral presentation of their proposal to the County. This provides an opportunity for the Offeror to clarify or elaborate on the proposal. This is a fact finding and explanation session only and does not include negotiation. The County will schedule the time and location of these presentations. Oral presentations are an option of the County and may or may not be conducted.

3.2 SPECIFIC PROPOSAL INSTRUCTIONS: Proposals should be as thorough and detailed as possible so that the

County may properly evaluate your capabilities to provide the required services. Offerors are required to submit the following items as a complete proposal:

A. Return the RFP cover sheet and all addenda acknowledgments, if any, signed and filled out as required.

B. Complete and return Attachments listed in Section 9.

C. A written narrative statement to include experience with similar projects and team assigned. Include examples of previously designed websites.

D. Specific plans for providing the proposed services. Provide a breakdown of each step of the design, testing, training staff, and implementation of the website.

F. Explanation of how hosting and support services are handled after site is active.

G. Project Timeline.

H. Provide information on hosting of website, if offered. This is an optional service.

I. Cost of services to include design, implementation, training, ongoing hosting and support services. The costs should be broken out into one-time fees and ongoing fees. Provide annual maintenance and hosting fees for first five years.

4. EVALUATION AND AWARD

4.1 EVALUATION CRITERIA: Proposals shall be evaluated by the County using the following criteria:

Criteria Weight Project Methodology 30 Cost of Services 30 Project Schedule 20 Qualifications and Experience with Similar Services 20

4.2 AWARD: Following evaluation of the written proposals as submitted, selection shall be made of two or more

Offerors deemed to be fully qualified and best suited among those submitting proposals, on the basis of the factors involved in the RFP, including price if so stated in the RFP. Negotiations shall then be conducted with each of 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 County shall select the Offeror which, in its opinion, has made the best proposal, and shall award the contract to that Offeror, or to multiple Offerors should the County decide this to be in its best interest. Should the County determine in writing and in its sole discretion that only one Offeror is fully qualified, or that one Offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that Offeror.

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5. GENERAL TERMS AND CONDITIONS

5.1 eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION: The eVA Internet electronic procurement solution, web site portal https://eva.virginia.gov streamlines and automates government purchasing activities. All vendors desiring to provide goods and/or services to the County shall participate in the eVA Internet e-procurement solution by completing the free eVA Vendor Registration. All Offerors must register in eVA, failure to register may result in the proposal being rejected. The County advertises all competitive solicitations on eVA but does not issue purchase orders through eVA unless required to by the terms and conditions of a state issued contract.

5.2 ACCEPTANCE OF GOODS/SERVICES: Goods/services delivered shall remain the property of the Contractor until a physical inspection or actual usage of the goods/services is made and thereafter accepted to the satisfaction of the County. The goods/services must comply with the specifications and terms and conditions of this solicitation and be of the highest quality. In the event the goods/services supplied to the County are found to be defective or not to conform to specifications, the County reserves the right to cancel the contract upon written notice to the Contractor and return products to Contractor at the Contractor's expense.

5.3 ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the County will publicly post such notice in eVA (https://eva.virginia.gov) for a minimum of 10 days.

5.4 ANTI-DISCRIMINATION: By submitting their proposals, 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 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, 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.

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.

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.

5.5 APPLICABLE LAWS AND COURTS: This solicitation is governed by the laws of the Commonwealth of Virginia. Any dispute or controversy arising out of or relating to this solicitation or otherwise shall be brought in the Hanover County Circuit Court or in the United States District Court for the Eastern District of Virginia, Richmond Division; provided, however, that prior to the instigation of any such action (other than an action for equitable relief) a meeting shall be held at a mutually agreed upon location, attended by individuals

RFP 25-26-3242AM Page 7 with decision-making authority to attempt in good faith to negotiate a resolution of the dispute.

5.6 ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the Contractor in whole or in part without the written consent of the County.

5.7 AUDIT: The Contractor shall retain all books, records and other documents relative to this contract for five (5) years after final payment, or until audited by the County, whichever is sooner. The County or its authorized representative shall have full access to and the right to examine any of said materials during said period. The Contractor shall include the provisions above in every subcontract or purchase order, so that the provisions will be binding upon each subcontractor or vendor.

5.8 AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the County shall be bound hereunder only to the extent of lawfully appropriated funds.

5.9 BID PRICE CURRENCY: Unless stated otherwise in this solicitation, Offerors shall state offer prices in US dollars.

5.10 BIDDER, OFFEROR AND CONTRACTOR COMPLIANCE: All Bidders, Offerors and Contractors shall comply with the Virginia Public Procurement Act, (Code of Virginia § 2.2-4300, et seq.), and all applicable County policies, regulations and procedures adopted pursuant thereto.

5.11 CONTRACT CHANGES: Any changes to the contract must be approved through issuance of a written contract addendum or change order. The County will not assume responsibility for the cost of any changes made without issuance of a written contract addendum or change order.

5.12 CONTRACTOR’S PERFORMANCE:

A. The Contractor agrees and covenants that its agents and employees shall comply with all County, State and Federal laws, rules and regulations applicable to the business to be conducted under the Contract.

B. During the performance of this contract, the Contractor shall ensure that its employees shall observe and exercise all necessary caution and discretion so as to avoid injury to person or damage to property of any and all kinds.

C. The Contractor shall cooperate with County officials in performing the Contract work so that interference with normal operations will be held to a minimum.

5.13 CONTRACTUAL CLAIMS: Contractual claims, whether for money or other relief, shall be submitted in writing no later than 60 days after final payment; however, written notice of the Contractor's intention to file such claim shall have been given at the time of the occurrence or beginning of the work upon which the claim is based. Any notice or claim shall be delivered to: Director, Finance and Management Services Department, 7507 Library Drive, Hanover, VA 23069-0470 and shall include a description of the factual basis for the claim and a statement of the amounts claimed or other relief requested. The County Administrator will render a decision on the claim and will notify the Contractor within 30 days of receipt of the claim. The Contractor may appeal the decision of the County Administrator to the Board of Supervisors by providing written notice to the County Administrator, within 15 days of the date of the decision. The Board of Supervisors shall render a decision on the claim within 60 days of the date of receipt of the appeal notice and such decision shall be final unless the Contractor appeals the decision in accordance with the Virginia Public Procurement Act. Invoices for all services or goods provided by the Contractor shall be delivered to the County no later than 30 days following the conclusion of the work or delivery of the goods.

5.14 DEBARMENT STATUS: By submitting their proposals, Offerors certify that they are not currently debarred by the County from submitting bids or proposals on contracts for the type of goods and/or services covered by this solicitation, nor are they an agent of any person or entity that is currently so debarred.

5.15 DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the County, after due oral or written notice, may terminate this contract and procure all goods and/or services

RFP 25-26-3242AM Page 8 contracted for, from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the County may have.

5.16 DEFINITION OF COUNTY: The Purchasing Division of the Finance and Management Services Department provides purchasing support for Hanover County Government, Hanover County School Board, Pamunkey Regional Jail and Pamunkey Regional Library, hereinafter referred to as County. Any contract issued as a result of this solicitation shall be available for the use of any or all of these entities unless otherwise stated in the solicitation.

5.17 DRUG-FREE WORKPLACE: 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 such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor. For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a Contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana during the performance of the contract.

5.18 ETHICS IN PUBLIC CONTRACTING: By submitting their proposals, Offerors certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other 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.

5.19 FORCE MAJEURE: If either party shall be wholly or partially prevented from the performance of any contractual obligation or duty by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party’s control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of Force Majeure shall rest solely with the County.

5.20 IMMIGRATION REFORM AND CONTROL ACT OF 1986: The Contractor certifies that they do not, and shall not during the performance of the contract, knowingly employ an unauthorized alien as defined in the Federal Immigration Reform and Control Act of 1986.

5.21 INDEMNIFICATION: Contractor agrees to indemnify the County, its officers, agents, and employees for any loss, liability, cost (including attorney’s fees), or reasonable settlement cost incurred as a result of any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by the use of any materials, goods, or equipment of any kind or nature furnished by the Contractor/any services of any kind or nature furnished by the Contractor, provided that such liability is not attributable to the sole negligence of the County or to failure of the County to use the materials, goods, or equipment in the manner already and permanently described by the Contractor on the materials, goods or equipment delivered. The County will not agree to indemnify the Contractor.

5.22 INDEPENDENT CONTRACTOR: The Contractor is an independent Contractor and nothing contained in the contract shall constitute or designate the Contractor or any of its agents or employees as employees of the County.

5.23 LICENSES AND PERMITS: The Contractor shall secure and pay for all permits, governmental fees and licenses necessary for the proper execution and completion of the Contractor’s work which are legally required prior to and during the work, including software licenses or other intellectual property permissions, unless

RFP 25-26-3242AM Page 9 otherwise specified by the County.

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

5.25 NOTIFICATION: Any notice required by the contract shall be effective if given by registered mail, return receipt requested, to the Contractor in the name and at the address given in their proposal; provided that change of address shall be effective if given in accordance with this paragraph. Unless otherwise specified, any notice to the County shall be given to: County of Hanover, Director, Finance and Management Services Department, P. O. Box 470, Hanover, VA 23069-0470. The Contractor agrees to notify the County immediately of any change of legal status or of address.

5.26 PAYMENT:

A. To Prime Contractor:

1. Invoices for items ordered, delivered and accepted shall be submitted by the Contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the contract number and/or purchase order number; social security number (for individual Contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations).

2. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

3. In those cases where payment is made by mail, the date of postmark shall be deemed to be the date payment is made (Code of Virginia, § 2.2-4353).

4. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, Contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the County shall promptly notify the Contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A Contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve the County of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2- 4363).

B. To Subcontractors:

1. A Contractor awarded a contract under this solicitation is hereby obligated:

a. To pay the subcontractor(s) within seven (7) days of the Contractor’s receipt of payment from the

County for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or

b. To notify the County and the subcontractor(s), in writing, of the Contractor’s intention to withhold payment and the reason.

2. The Contractor is obligated to pay the subcontractor(s) interest at the rate of one percent (1%) per month

(unless otherwise provided under the terms of the contract) on all amounts owed by the Contractor that remain unpaid seven (7) days following receipt of payment from the County, except for amounts withheld as stated in (b) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier Contractor performing under the primary contract. A Contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the County.

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C. Construction Contracts:

1. The Contractor shall be liable for the entire amount owed to any subcontractor with which it contracts, regardless of whether the Contractor has received payment from the County under the contract.

a. The Contractor is not liable for amounts reducible due to the subcontractor’s noncompliance with the terms of the contract.

b. In the event the Contractor withholds all or a part of the subcontractor’s payment under the contract, the Contractor shall notify the subcontractor, in writing, of the Contractor’s intention to withhold all or part of the subcontractor’s payment, with the reason for nonpayment.

c. The Contractor’s receipt of payment from the County shall not be a condition precedent to the Contractor’s payment to the subcontractor for amounts owed.

2. Any provision in this contract contrary to subdivision 1 of this section shall be unenforceable.

D. The County encourages Contractors to accept electronic and credit card payments.

5.27 PRECEDENCE OF TERMS: The following General Terms and Conditions; ANTI-DISCRIMINATION, APPLICABLE LAWS AND COURTS, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM

AND CONTROL ACT OF 1986, DEBARMENT STATUS, MANDATORY USE OF COUNTY FORM AND

TERMS AND CONDITIONS, PAYMENT shall apply in all instances. In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

5.28 QUALIFICATIONS OF OFFERORS: The County 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 County all such information and data for this purpose as may be requested. The County reserves the right to inspect Offeror’s physical facilities prior to award to satisfy questions regarding the Offeror’s capabilities. The County further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such Offeror fails to satisfy the County 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.

5.29 ROYALTY AND LICENSE FEES AND COPYRIGHT, TRADEMARK AND PATENT PROTECTION:

A. By submitting their proposal, Offerors certify that there will be no violation of copyrights or patent rights in manufacturing, producing, or selling the commodities or services to be ordered as a result of this solicitation.

B. Unless specified otherwise in the contract, the Contractor shall pay all royalty and license fees relating to the items covered by the contract.

C. In the event any third party shall claim that the manufacture, use and sales of these goods offered hereby constitutes an infringement of any copyright, trademark, or patent, the Contractor shall indemnify and hold harmless the County from any cost, expense, damage or loss incurred in any manner by the County on account of such alleged infringement.

5.30 SEVERABILITY: Each paragraph and provision of the resultant contract will be severable from the entire agreement and if any provision is declared invalid, the remaining provisions shall remain in effect.

5.31 STATE CORPORATION COMMISSION IDENTIFICATION NUMBER: In accordance with Code of Virginia § 2.2-4311.2 subsection B, a 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 shall 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 (Attachment B). 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 County’s use and

RFP 25-26-3242AM Page 11 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.

5.32 TAXES: The County is exempt from Federal Excise and State Sales and Use Tax on all tangible personal property purchased or leased by it for its use or consumption. The Contractor shall pay all County, City, State and Federal taxes required by law enacted at the time proposals are received and resulting from the work or traceable thereto, under whatever name levied. Said taxes shall not be added to the contract price between the County and the Contractor, as the taxes shall be an obligation of the Contractor and not of the County, and the County shall be held harmless for same by the Contractor. Exemption certification will be supplied upon request.

5.33 TERMINATION FOR CONVENIENCE: Unless otherwise stated, any resultant contract may be terminated, in whole or in part, whenever the County determines that such a termination is in its best interests. Any such termination shall become effective on the date stated in a written notice of termination to the Contractor sent at least five days prior to the stated termination date. The notice of termination shall state the extent to which performance shall be terminated. The Contractor shall be paid for all goods delivered or services successfully completed prior to the termination date.

5.34 TESTING AND INSPECTION: The County reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

6. INFORMATION TECHNOLOGY TERMS AND CONDITIONS

6.1 SECURITY CONDITIONS:

A. Remote Access: The Contractor shall comply with the Hanover County Vendor Remote Access Standard

(Attachment D), and any amendments during the term of the contract.

B. Information: Information shall not be removed from Hanover County Government offices or computers unless the information’s owner has approved such removal in advance. This includes, but is not limited to, portable computer hard disks, portable memory devices (including USB drives), floppy disks, CD-ROMs, magnetic tape cartridges, and paper documents.

C. Authorized Tools and Programs: Except as authorized in writing by Information Technology, the

Contractor shall not download, install or run security programs or utilities that reveal weaknesses in the security of a system. For example, Contractor shall not run password cracking programs, network reconnaissance/discovery software/applications, key loggers, packet sniffers, network mapping tools, port scanners or any other non-approved programs while connected in any manner to the Hanover County network infrastructure.

D. Protection of Confidential Data: All data provided by the County to the Contractor shall be considered

“Confidential” unless specifically noted to the contrary by the County. The Contractor shall take all steps necessary to ensure that any Confidential Data provided by County to the Contractor in furtherance of the performance of this Contract are not disclosed to the public or to any organizations or individuals, unless the County first approves such disclosure in writing. The Contractor acknowledges its understanding that the laws of the Commonwealth of Virginia prohibit the release of Confidential Data to unauthorized individuals or organizations and that the Contractor may be liable under those laws for any Confidential Data that it releases to individuals or organizations without written authorization from County. Therefore, the Contractor shall implement procedures to safeguard any Confidential Data provided by County in support of this Contract to the Contractor or to any subcontractor thereof from access by individuals or entities other than its own employees or those of its subcontractors using the Confidential Data in the performance of this Contract. The Contractor shall instruct its employees and those of its subcontractors not to copy or duplicate in any manner other than as required for the normal course of business in the performance of this Contract, or make any disclosures with reference to, any Confidential Data provided by the County.

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6.2 SOFTWARE & HARDWARE ACCEPTANCE: All hardware and software shall be fully installed, configured, optimized, and tested prior to acceptance by the County. As part of the project, the Contractor shall develop an Acceptance Test Plan (Plan) in coordination with the County, which shall provide details for the acceptance testing process. The Plan shall be approved by both the Contractor and the County. The Plan shall address testing of all software, hardware, network, interfaces, and data conversion that the Contractor may provide or utilize as part of their solution. The Contractor shall describe their acceptance testing program, including forms, approvals, functionality testing, stress testing, disaster recovery, and response time elements for testing the performance of the product.

6.3 NEW SOFTWARE RELEASES: The Contractor will issue new software releases containing problem corrections, minor enhancements, and major enhancements. Each release should include a detailed list of system corrections and/or enhancements. Throughout the term of this contract, as long as the County is participating in the Contractors software maintenance program, the Contractor shall provide the County each new software release without additional charge. This shall include if the Contractor develops its software on a different operating system platform or using a different programming language. The Contractor shall provide reasonable assistance to help the County install, test, and operate each new software release at no additional cost.

6.4 SOURCE CODE ESCROW:

A. General: The Contractor shall furnish the County with Source Code for the Licensed Software. The Contractor shall describe its solution for meeting this requirement, but solutions may include depositing the software source code with a vendor approved by the County naming Hanover County as a beneficiary or the Contractor may utilize the County’s Department of Information Technology as the Escrow Agent.

B. Escrow Updates: The Contractor shall provide details on the format of the source code, if instructions for use are provided for the source code, and currency of the source code.

C. Release of Source Code to the County: The Contractor shall include with their proposal any third party escrow agreements that are presently in place that could be utilized by the County. The agreements shall include the terms and circumstances upon which the source code would be released to the County. Any fees that will be required of the County to enter into the source code agreement shall be provided.

6.5 PAYMENT TERMS:

A. Software: Unless otherwise agreed to, the County shall pay the Contractor for Licensed Software as follows.

Alternative payment schedules that tie payments to the milestones identified in the project schedule will be considered. The County and the Contractor shall draft an Acceptance Testing plan for software implementation. Should the County not accept any Licensed Software module pursuant to the agreed upon Acceptance Testing plan, the Contractor shall return to the County the license fees that the County paid for that module within thirty (30) calendar days.

1. Twenty Percent (20%) of the total Licensed Software license fees for each Licensed Software module shall be due and payable upon issuance of a County purchase order.

2. Forty Percent (40%) of the total Licensed Software license fees for each Licensed Software module shall be due and payable upon the Contractors delivery and installation of the software.

3. Forty Percent (40%) of the total Licensed Software license fees for each Licensed Software module shall be due and payable when the County notifies the Contractor of its acceptance of the delivered, installed, and tested Licensed Software module pursuant to the agreed upon Acceptance Testing plan.

B. Hardware: If hardware is purchased as part of this contract, unless otherwise agreed to, the County shall pay the Contractor for computer hardware as follows. The County and the Contractor shall draft an Acceptance Testing plan for computer hardware implementation.

1. Fifty Percent (50%) of the total computer hardware fees shall be due and payable upon the Contractor’s delivery and installation of the hardware component.

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2. Fifty Percent (50%) of the total computer hardware fees shall be due and payable when the county notifies the Contractor of its acceptance of the delivered, installed, and tested computer hardware pursuant to the agreed upon Acceptance Testing plan.

C. Data Conversion: Unless otherwise agreed to, the County shall pay the Contractor for data conversion services as follows. The County and the Contractor shall draft a Data Conversion Plan that establishes details for any data conversion project, including an Acceptance Testing plan.

1. Twenty-Five Percent (25%) of the total data conversion fees shall be due and payable upon approval by the County and Contractor of the Data Conversion Plan.

2. Twenty-Five Percent (25%) of the total data conversion fees shall be due and payable upon approval by the County and Contractor of the first delivery of the conversion.

3. Fifty Percent (50%) of the total data conversion fees shall be due and payable upon final acceptance of the data by the County in accordance with the Data Conversion Plan, including the Acceptance Testing plan.

D. Project Management and Other Consulting Services: In the event services are provided by the Contractor on an hourly basis, these services shall be invoiced monthly based on the hours worked that month not to exceed the total hours included in the proposed cost for services to implement the project.

E. Travel Fees: All travel shall be pre-approved by both the selected Contractor and the County’s project manager. Such travel and living expenses will be governed by the GSA CONUS guidelines as published for the fiscal year in which the travel occurs. Travel related expenses shall be invoiced on a monthly basis as incurred.

7. HOSTED OR SOFTWARE AS A SERVICE (SaaS) TERMS AND CONDITIONS

7.1 DEFINITIONS:

A. Acceptance: Successful performance of the services at the location designated herein, or completed and successful acceptance testing in conformance with the requirements as determined by the authorized user.

B. Application: The software programs in object code and other related data, including intellectual data, proprietary information and documentation contained and applicable to the licensed services hosted and supported by the Contractor under this Contract, including any updates, enhancements, and replacements to the application.

C. Authorized Users: All employees, contractors including customers and members of the general public and other entities with whom the County may find it necessary or desirable to process or communicate electronically in pursuit of its business.

D. Computer Virus: Any malicious code, program, or other internal component (e.g., computer virus, computer worm, computer time bomb, or similar component), which could damage, destroy, alter or disrupt any computer program, firmware, or hardware or which could, in any manner, reveal, damage, destroy, alter or disrupt any data or other information accessed through or processed by such software in any manner.

E. Confidential Information: Any confidential or proprietary information of a party that is disclosed in any manner, including oral or written, graphic, machine readable or other tangible form, to any other party in connection with or as a result of discussions related to this contract. Any information provided by an application user which type of information is designated by the authorized user as “Confidential” or “Proprietary” or which information is otherwise reasonably identifiable as the confidential or proprietary information of the application user providing such information.

F. Content: Any data, including the selection, arrangement and organization of such information or data, entered, uploaded to the application, or otherwise provided to the Contractor by authorized user or by any application user, and any software and related documentation, from whatever source, provided by authorized user to the Contractor in connection with this contract.

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G. Documentation: The Contractor’s user manuals, training materials, guides, product descriptions, technical manuals, product specifications, supporting materials and updates describing the application, licensed services and product provided to authorized user, in printed and/or electronic form.

H. Licensed Services: The operation of the application and the necessary operating system software, hardware and utilities on Contractor’s host computer system, furnishing product to application users, storing content and making the application, content, and product available to application user(s) via the website.

I. Product: Proprietary reports, information and data made available to authorized user as part of the licensed services.

J. Requirements: The functional, performance, operational, compatibility, acceptance testing criteria and other parameters and characteristics of the licensed services and application as set forth herein and such other parameters, characteristics, or performance standards that may be agreed upon in writing by the County and Contractor or the parties to an order issued hereunder.

K. Update: As applicable, any update, modification or new release of the application, documentation or product that Contractor makes generally available to its customers at no additional cost. Updates do not include minor patches or fixes.

7.2 SCALABILITY, TERMINATION:

A. Scalability: The County may make a written request to increase or decrease the scope (e.g., number of USER IDs) of licensed services. Pricing for the revised usage of licensed services shall be prorated on a daily basis for remaining portion of the current monthly billing period. For purposes of this provision, a written notice may include an e-mail or the use of a Contractor-provided provisioning website by an authorized user’s designated administrator.

B. Effect of Termination: Upon termination the County shall not have any future liability except for licensed services rendered or application components delivered by Contractor prior to the termination date. In the event of a termination for breach or termination for default, the County will not be liable for any cost related to the terminated contract, order, or portion thereof. Contractor shall accept return of any products or software provided to the County, and Contractor shall refund any monies paid by the County for licensed services not accepted pursuant to the contract, order, or portion thereof terminated for breach and/or default.

All costs of de-installation and return of product or software shall be borne by Contractor.

7.3 DESCRIPTION OF LICENSED SERVICES: During the term of any order issued pursuant to this Contract, Contractor hereby agrees to host the application(s) listed herein and specified in such order by the County on servers owned, operated, housed, and maintained by Contractor and shall make such application(s) available to authorized users through the Internet.

Contractor has acquired any and all license rights in the application(s) necessary and appropriate for Contractor to provide the licensed services as listed and described herein for the County. Contractor hereby grants each ordering authorized user a non-exclusive, transferable, worldwide license to access and use by any method the application during the term of the applicable order issued pursuant to this contract. The license fee for the rights shall apply regardless of access mode.

7.4 CONTRACTOR RESPONSIBILITIES:

A. Standard Application Responsibilities: Unless otherwise indicated, Contractor shall acquire and maintain, at no charge to the County, the…