833513consultLouisa.pdf

COUNTY OF LOUISA, VIRGINIA

REQUEST FOR PROPOSAL (RFP)

FOR

TECHNICAL CONSULTING, DMR PREPARATION,

MAINTENANCE SERVICES, AND POSSIBLE QA/QC

INSPECTION SERVICES

RFP#WA-27-02

JULY 17, 2026

REQUEST FOR PROPOSAL

(RFP)

Issue Date: July 17, 2026 RFP# WA-27-02

Title: Technical Consulting, DMR Preparation, Maintenance Services, and Possible QA/QC Inspection Services

Issuing Agency: County of Louisa, Virginia

Attn: Sam Massie

1 Woolfolk Avenue, Suite 304

Louisa, VA 23093

Location Where Work Will Be Performed: County of Louisa, Virginia

Period of Contract: From October 13, 2026 Through October 12, 2027

Renewable: Two (2) successive one (1) year terms upon mutual agreement

Proposals Will Be Received Until: August 11, 2026 @ 3:30 p.m. local prevailing time

Direct All Inquiries for Information To: Sam Massie, Purchasing Coordinator

1 Woolfolk Avenue

Suite 304

Louisa, VA 23093

(540) 967-3404 smassie@louisacounty.gov

IF PROPOSALS ARE MAILED, SEND DIRECTLY TO ISSUING AGENCY SHOWN ABOVE. IF

PROPOSALS ARE HAND DELIVERED, DELIVER TO:

County of Louisa

Louisa County Administration Building

Attn: Sam Massie

Finance Department, 2nd Floor

1 Woolfolk Avenue

Louisa, Virginia 23093

Note: This public body does not discriminate against faith-based organizations in accordance with the

Code of Virginia, § 2.2-4343.1 or against a proposer or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

REQUEST FOR PROPOSAL TITLE PAGE

REQUEST NUMBER: WA-27-02 ISSUE DATE: 7/17/2026

TITLE: Technical Consulting, DMR Preparation, Maintenance Services, and Possible QA/QC Inspection Services

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

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

(2) Agrees that upon Louisa County’s written acceptance of Offeror’s response to the Request for Proposal, a valid and binding contract for services exists between Offeror and Louisa County;

(3) Agrees that the Contract Documents will consist of, and only of, the Request for Proposal, the Louisa

County Water Authority Standard Terms and Conditions and Offeror’s response to the Request for

Proposal;

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

(5) Certifies and warrants that neither Offeror, nor the individual signing on Offeror’s behalf, has any business or personal relationships with any other persons, including Louisa County employees, or companies that are in conflict with the Commonwealth of Virginia’s Conflict of Interest Act, or the Louisa County Water

Authority Standard Terms and Conditions; and,

(6) Certifies and warrants that the Offeror is properly licensed for providing the goods/services specified in the

Request for Proposal and has the appropriate License or Certificate and classification(s) required to perform the work included in the scope of the proposal documents, prior to submitting the proposal, in accordance with Title 54.1, Chapter 11 of the Code of Virginia. If an Offeror shall fail to obtain the required license prior to submission of his proposal, he shall be deemed to be in violation of § 54.1-1115 of the Code of

Virginia (1950), as amended, and his proposal will not be considered.

Sign in ink and type or print requested information.

Legal Name and Address of Firm:

Date:

By:

(Signature)

Name:

FEI/FIN/SSN: (Please Print)

Fax Number: Title:

E-mail Address: Telephone Number:

Please provide the following if applicable to this RFP:

Virginia Contractor License # SCC ID #

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

Addendum #: Date Issued:

Information the Offeror deems Proprietary is included in this response in the separate section of the proposal identified immediately below.

This Title Page MUST be Submitted as Part of your Proposal

TABLE OF CONTENTS FOR RFP # WA-27-02

PAGE

I. PURPOSE 5

II. STATEMENT OF NEEDS/SCOPE OF SERVICES 5

III. OFFEROR’S INSTRUCTION 6

IV. PROPOSAL EVALUATION PROCESS 10

V. PROPOSAL EVALUATION CRITERIA 10

VI. LOUISA COUNTY WATER AUTHORITY STANDARD TERMS AND CONDITIONS 11

I. PURPOSE:

The County of Louisa, on behalf of the Louisa County Water Authority (LCWA), invites qualified vendors to submit proposals for providing various services related to wastewater treatment facilities operated by LCWA.

The County of Louisa reserves the right to award to more than one Offeror.

Louisa County will select the firm(s) who they determine most closely satisfies the needs of the County.

There is no requirement for acceptance of the lowest cost of service offered, and specific requirements may be waived or amended at the discretion of the County.

II. STATEMENT OF NEEDS/ SCOPE OF SERVICES:

It is the intent of LCWA to procure these services from a single vendor; however, subcontracting of certain services will be allowed, provided the primary contractor has expertise in the wastewater treatment and operations fields. The primary contactor shall have a minimum of ten years experience and shall designate as project manager a staff member having a Class I wastewater operator’s license. The services requested are as follows:

A. Technical Support Services

The contractor shall provide technical support staff capable of assisting LCWA with resolution of wastewater plant operational and compliance issues should the need arise. Staff shall be well versed in the field of wastewater operations and permit compliance, and shall have a minimum of ten years experience in wastewater treatment operations and compliance.

B. DMR and Regulatory Reporting

LCWA files electronic Discharge Monitoring Reports (DMRs) directly with the Department of

Environmental Quality (DEQ). However, the Contactor shall be available to complete and file on behalf of LCWA all or any specific DMRs and associated documents and reports as required by the

Department of Environmental Quality (DEQ). This service will be performed by the Contractor only if requested by LCWA. Prior to Submittal, all documents and spreadsheets used to prepare the final report shall be internally reviewed and certified, following guidelines established in the current version of the LCWA QA/QC program, by two qualified staff members to confirm that all spreadsheet calculations, formulas, and entries are accurate and correct. DMRs will be delivered to LCWA for final review, and following final review, the contractor shall mail or hand deliver DMRs to the DEQ

Office in Woodbridge, Virginia.

C. Quality Assurance/Quality Control Services

Contractor shall provide adequate staffing highly experienced in all aspects of wastewater treatment, safety, maintenance and regulatory requirements capable of conducting QA/QC inspections for two (2) advanced wastewater treatment facilities. Inspections may consist of a comprehensive audit of every aspect of plant operations, maintenance, safety, laboratory procedures, data collection and recording, and regulatory reporting or may be targeted to a specific area, subject or plant. Inspections will only be performed when requested by LCWA. Audit findings shall be transmitted to LCWA in a comprehensive document outlining all pertinent comments, deficiencies, and recommendations for corrective actions.

D. Advanced Operations & Maintenance Services

Contractor shall provide staff capable of responding to maintenance support services, including advanced troubleshooting of wastewater treatment control components, and complete operation of plants in the event of personnel shortfalls or emergencies. Contractor shall have a minimum of ten years experience with advanced maintenance techniques specifically related to wastewater treatment facilities. Expertise shall also include in depth knowledge of electrical control components, instrumentation and electrical control trouble shooting. Contractor shall have capability of emergency response within two hours of receiving a request for such response from LCWA.

III. OFFEROR’S INSTRUCTION:

A. PROPOSAL PREPARATION:

1. Offerors may submit any questions or requests for additional information regarding the project in written format by Thursday, July 23, 2026. All questions shall be directed to Sam

Massie at smassie@louisacounty.gov or via fax at (540) 967-3439. A formal clarification will be sent out in writing on Thursday, July 30, 2026, to all known potential proposers.

2. The Offeror must submit a proposal, which demonstrates and provides evidence that the

Offeror has the capabilities, professional expertise, and experience to provide the necessary services as described in this RFP. The Offeror shall ensure that all information required herein is submitted with the proposal. All information provided should be verifiable by documentation requested by the County of Louisa. Failure to provide all information, inaccuracy or misstatement may be sufficient cause for rejection of the proposal or rescission of an award. Each copy of the proposal should be bound with all documentation in a single volume where practical.

Responses must, in any event, contain the following information and be organized into separate chapters and sections using the format described below in order to provide each firm an equal opportunity for consideration.

a. Rate Structure. Fee structure to be charged for each of the services scoped above.

i. Technical Support Services: Submit as an hourly rate. May also submit as a monthly retainer fee for unlimited, on-call support.

ii. DMR Preparation: Submit as a fixed price per DMR.

iii. QA/QC Services: Submit as a fixed price per total inspection (including report).

iv. Advanced Operations & Maintenance Services: Submit as an hourly rate.

May also submit as a flat monthly rate (which can be pro-rated daily) for each employee provided on a full-time basis.

b. A list of Offeror’s proposed staffing to provide services; including primary and back up assignments. Include resumes and credentials for the personnel to be assigned to this service contract. The personnel named in the proposal shall remain assigned to the project throughout the period of the service contract. No replacement may be made without submission of a resume and credentials for approval by the County.

mailto:smassie@louisacounty.gov

c. A list of client references of similar service contracts, including at least three (3) customers. These references must include name, address, and telephone number.

In addition to customers, references may also include DEQ personnel with whom

Offeror has frequent contact.

d. A copy of any applicable Federal, State, or Local license required to legally perform the service, or sell the goods specified in the RFP shall be attached to the proposal.

3. Proposals shall be signed by the authorized representative of the Offeror.

4. Proposals should be prepared simply and economically, providing a straightforward, concise, detailed description of capabilities to satisfy the requirements of the RFP.

5. All expenses for making proposals to the County shall be incurred by the Offeror.

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

7. Offerors are reminded that changes to the RFP, in the form of addenda, are often issued between the issue date and within 5 days of the due date of the solicitation. All addenda must be acknowledged on the RFP Title Page. Notice of addenda will be posted on eVA and on the County of Louisa procurement page https://www.louisacounty.gov/Bids.aspx. It is the offeror’s responsibility to monitor the webpage for the most current addenda.

B. PROPOSAL SUBMISSION: The following documents must be received in our office via hard copy AND electronic copy (emails are not permissible – please send an electronic version such as a CD or flash drive with your hard copy) no later than the closing date and time stated below

(Note: a hard copy and electronic copy must both be received by the closing date. If one or the other is not received, your proposal will be deemed late and not be considered):

If submitting through eVA, the Virginia e-procurement website, only an electronic copy is required.

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

2. Signed original of the completed Request for Proposal Title Page.

3. Signed Appendix A “Louisa County Water Authority Standard Terms and Conditions.”

4. A list of client references of similar service contracts, including at least three (3) customers.

These references must include name, address, and telephone number.

5. A certificate of insurance for all required coverages endorsing the County of Louisa to the insurance policy as an additional insured.

6. A copy of any applicable Federal, State, or Local license required to legally perform the service, or sell the goods specified in the RFP shall be attached to the proposal.

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

8. Should the proposal contain proprietary information, provide one (1) redacted electronic copy of the bid and attachments with proprietary portions removed or blacked out. This redacted copy should follow the same upload procedures as described on item III. B. of this

RFP. This redacted copy should be clearly marked “Redacted Copy” within the name of the document. The classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable. Louisa County shall not be responsible for the Contractor’s failure to exclude proprietary information from this redacted copy.

The RFP number and closing date must be clearly marked on the outside of the sealed envelope. Each sealed envelope containing a Proposal must be plainly marked on the outside as follows:

1. Technical Consulting, DMR Preparation, Maintenance Services, and Possible QA/QC

Inspection Services

2. RFP# WA-27-02

3. Name of the Proposer

4. Address of the Proposer

5. Due Date and Time: 08/11/26 @ 3:30 p.m.

6. A Statement reading “This container is not to be opened prior to the Due Date and Time.”

Should any Proposal be received which is not so identified, the proposer assumes the risk that the submission will be opened prior to the Proposal Due Date. Proposals so opened shall be disqualified.

This solicitation will close on Tuesday, August 11, 2026 at 3:30 p.m., local time prevailing.

Return the proposal to:

Mail to: (US Mail) or Hand Delivery (FEDEX, UPS, etc.)

County of Louisa County of Louisa

PO Box 160 Louisa County Administration Building

Louisa, VA 23093 Finance Department, 2nd Floor

Attn: Sam Massie 1 Woolfolk Avenue

(540) 967-3404 Louisa, VA 23093

Attn: Sam Massie

C. SUBMISSION OF PROPRIETARY INFORMATION: All information submitted to the County in response to this solicitation will constitute public information and will be available to the public for inspection upon request pursuant to the Virginia Freedom of

Information Act (FOIA).

Pursuant to Virginia Code Section 2.2-4342 and County of Louisa Code Section 60-24, a

Proposer/Offeror may request an exception to disclosure for trade secrets or proprietary information as such is defined under Virginia Code Section 59.1-336, part of the Uniform

Trade Secrets Act.

In order to claim this exemption, the Proposer/Offeror shall perform ALL of the following: (i) include a written request indicating Proposer/Offeror’s desire to invoke the protections of Virginia Code Section 2.2-4342 with submitted proposal materials/data;

(ii) specifically identify the data or other materials to be protected by clearly labeling each page containing applicable data as PROPRIETARY; and (iii) to the County’s satisfaction, articulate the rationale for why protection for the particular data or materials is necessary. The classification of an entire bid or proposal document, line item prices and/or total bid or proposal prices as proprietary or trade secrets is not acceptable.

Without waiving sovereign immunity or any other available defenses, the County asserts that failure to meet all of these requirements will result in the data or materials being open for inspection in response to a valid inquiry under FOIA and will serve to waive any right of the Proposer/Offeror to assert a claim against the County for disclosure of trade secrets or proprietary information.

Proposer/Offeror shall be responsible for intervening and defending, at its expense, any demands made upon the County by third parties for production of any such items.

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

Proposals shall be addressed as indicated in the Advertisement for Proposals and shall be delivered, enclosed in a sealed envelope, marked "Proposal" and bearing the title of the work, name of the offeror, and the contractor’s license number of the offeror. Offerors shall clearly mark on the outside of the bid envelope which contract(s) they are bidding.

No responsibility will be attached to any County personnel for the premature opening of a proposal not properly addressed and identified on the outside of a sealed envelope.

E. COOPERATIVE PROCUREMENT:

1. This procurement is being conducted on behalf of Louisa County, Virginia and other public bodies in accordance with the provisions of §2.2-4304 of the Virginia

Public Procurement Act and §60-5.1 of the Louisa County Code.

2. If approved by the Contractor, the contract resulting from this procurement may be used by other public bodies to purchase at contract prices and in accordance with the contract terms. The Contractor shall deal directly with any public body it approves to use the contract.

3. With the approval of the Contractor, any public body using the resultant contract has the option of executing a separate contract with the Contractor to add terms and conditions required by statute, ordinances, or regulations, or to remove terms and conditions which conflict with its governing statutes, ordinances, or regulations. If, when preparing such a contract, the general terms and conditions of a public body are unacceptable to the Contractor, the Contractor may withdraw its extension of the award to that public body.

4. The County of Louisa, its officials and staff are not responsible for placement of orders, invoicing, payments, contractual disputes, or any other transactions between the Contractor and any other public bodies, and in no event shall the

County, its officials or staff be responsible for any costs, damages or injury resulting to any party from use of a Louisa County contract.

5. It is the Contractors responsibility to notify other public body(s) of the availability of the contract(s).

IV. PROPOSAL EVALUATION PROCESS:

The County of Louisa shall appoint a Selection Committee to review and evaluate all proposals submitted by Offerors responding to this RFP. The proposals will be evaluated and ranked based on the Evaluation Criteria listed in Section V. The County of Louisa may ask top ranked

Offerors to attend a presentation discussion as part of the evaluation process. Firms invited to the discussion should be prepared to have general discussions on non-binding estimates of cost to provide requested services. At the conclusion of the evaluation process, the County will select one or more firms with whom final negotiations will be conducted in an effort to obtain a contract.

V. PROPOSAL EVALUATION CRITERIA

The respondents will be evaluated on the following criteria:

1. 35 points - Prices and rates.

2. 45 points - Experience of Offeror and personnel who will be available and assigned to this contract.

3. 20 points - Feedback from references.

The Authority reserves the right to evaluate any sources of information available.

The selection process shall be governed by and completed in accordance with the Louisa

County Procurement Ordinance. If any provision of this Request for Proposal shall be found to be inconsistent or in conflict with such policy, the terms of the ordinance shall govern.

The Louisa County Water Authority reserves the right to reject any or all proposals.

VI. LOUISA COUNTY WATER AUTHORITY STANDARD TERMS AND CONDITIONS

See Appendix A. The Authority does not accept changes to the Louisa County Water Authority

Standard Terms and Conditions, and any attempt by the Offeror to make such changes is in itself reason for a proposal to be declared as non-responsive to the RFP and rejected by the

Authority.

APPENDIX A

LOUISA COUNTY WATER AUTHORITY

STANDARD TERMS AND CONDITIONS

1. General Provisions

1.1 Unless otherwise agreed to in a writing signed by the General Manager of the

Louisa County Water Authority, these Standard Terms and Conditions apply to and govern all purchases, regardless of the type of goods or services purchased, by the Louisa County Water Authority (the “Authority”) from

___________________________ (the “Vendor”).

2. Definitions

2.1 “Solicitation” means the vehicle by which the Authority solicited pricing, and if applicable other terms, by which it could acquire goods or services from

Vendor, regardless of whether the vehicle was an Invitation for Bid, Request for Proposal, Request for Quote, telephone quote or any other means permissible under the Louisa County Code or Virginia law.

2.2 “Contract Documents” means all documents that constitute any legal and binding agreement between the Vendor and the Authority, including these

Standard Terms and Conditions.

2.3 “Contract Period” means the time period from the time that Vendor first becomes legally bound to provide goods or services to the Authority in response to a Solicitation until all of Vendor’s contractual obligations to the

Authority, arising out the Solicitation, cease.

2.4 “Obligations” means any and all legal obligations of Vendor under any

Contract Documents.

3. Laws of the Commonwealth

3.1 The Contract Documents shall be governed in all respects whether as to validity, construction, performance, or otherwise by the laws of the

Commonwealth of Virginia and the Louisa County Code. Vendor represents and warrants to the Authority that during the Contract Period it:

a) Will comply and conform with the provisions of the Civil Rights Act of 1964, as amended, the Virginia Fair Employment Contracting Act of 1975, as amended, and the Virginia Human Rights Act, as amended, where applicable;

b) Not employ illegal alien workers or otherwise violate the provisions of the Immigration Reform and Control Act of 1986; and

c) Comply with all federal, state and local laws and regulations applicable to the performance of the services procured.

4. Louisa County Policies

4.1 In every contract of over $10,000, the Vendor agrees during the Contract

Period that Vendor:

a) 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 Vendor; and

b) Will post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and

c) Will state that the Vendor is an equal opportunity employer in all solicitations or advertisements for employees placed by or on behalf of the Vendor to perform under the Contract Documents. All 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; and

d) Will include the provisions of the foregoing subparagraphs in every subcontract or purchase order exceeding $10,000 issued by Vendor in order to fulfill its Obligations, so that the provisions will be binding upon each subcontractor or vendor employed by Vendor.

4.2 In every contract of over $10,000, the Vendor agrees during the Contract

Period the Vendor shall:

a) Provide a drug-free workplace for its employees;

b) 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 its workplace and specify the actions which will be taken against any employee for a violation;

c) State in all of its solicitations or advertisements for employees that the

Vendor maintains a drug-free workplace; and

d) Include the provisions of this sub-paragraph in every subcontract or purchase order of over $10,000, so that said provisions shall be binding upon each subcontractor or subvendor.

e) For purposes of this sub-paragraph, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a Vendor under a Solicitation and in accordance with the Virginia Public Procurement Act and/or the Louisa County

Code.

f) In addition to the provisions contained herein, the Vendor shall comply with the federal Drug Free Workplace Act.

4.3 Pursuant to Section 2.2-4343.1 of the Code of Virginia and Section 60-25 of the Louisa County Code, in all Solicitations, contracts, and purchase orders, the Authority does not discriminate against faith-based organizations.

a) "Faith-based Organization" means a religious organization that is or applies to be a Vendor to provide goods or services for programs funded by the block grant provided pursuant to the Personal

Responsibility and Work Opportunity Reconciliation Act of 1996, P.L.

104-193.

b) If Vendor is a faith-based organization, then Vendor shall give to each individual who applies for or receives goods, services, or disbursements provided pursuant to this Agreement the following notice in bold-face type:

NOTICE

Neither the Authority's selection of a charitable or faith-based provider of services nor the expenditure of funds under this contract is an endorsement of the provider's charitable or religious character, practices, or expression. No provider of services may discriminate against you on the basis of religion, a religious belief, or your refusal to actively participate in a religious practice. If you object to a particular provider because of its religious character, you may request assignment to a different provider. If you believe that your rights have been violated, please discuss the complaint with your provider or notify the appropriate person as indicated in this form.

5. Certifications

5.1 The Vendor certifies that Vendor’s response to the Solicitation:

a) Has been prepared without prior participation, understanding, agreement, or connection with any corporation, firm or other person that is also submitting a bid/offer in response to the same Solicitation;

b) Is in all respects fair, without misrepresentations of fact, and free from collusion or fraud;

c) Is in full compliance with the Virginia Conflicts of Interest Act;

d) Is or is intended to be competitive and free from any collusion with any person, firm or corporation; and

e) Has been prepared without the benefit of being provided information not available to the general public, or other potential bidders, such as insider information known to Authority employees or other sources which may have gained such information from interaction with

Authority employees.

5.2 The Vendor has not offered or received any kickback from any other bidder or vendor, supplier, manufacturer, or subcontractor in connection with the bid/offer on this solicitation. A kickback is defined as an inducement for the award of a contract, subcontracts or order, in the form of any payment, loan, subscription, advance, deposit of money, services or anything, present or promised, unless consideration of substantially equal or greater value is exchanged. Further, no person shall demand or receive any payment, loan, subscription, advance, and deposit of money, services or anything of value in return for an agreement not to compete on a public contract;

5.3 The Vendor is not a party to nor has he participated in nor is obligated or otherwise bound by agreement, arrangement or other understanding with any person, firm or corporation relating to the exchange of information concerning bids, prices, terms or conditions upon which the contract resulting from the acceptance of his bid proposal is to be performed;

5.4 The Vendor understands that collusive bidding is a violation of the Virginia

Governmental Frauds Act and federal Law, and can result in fines, prison sentences, and civil damage awards and agrees to abide by all conditions of this proposal; and

5.5 Neither Vendor, Vendor’s subcontractors, nor any person acting on Vendor’s behalf, have conferred, or will confer, on any public employee having official responsibility for a 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 is exchanged.

6. Warranties

6.1 The Vendor represents and warrants that it has the requisite experience, skills, capabilities, and manpower to perform the Obligations in a good and workmanlike fashion, that it is a legal business entity chartered or authorized to do business in Virginia having all necessary licenses required by law, that the person signing any of the Contract Documents has been fully authorized to do so, and his signature will legally bind the Vendor to perform its

Obligations. Any goods or services furnished by the Vendor under the

Contract Documents shall be covered by the most favorable warranties provided by the Vendor to any customer, but in no event shall such warranty be less than one (1) year from date of completion of services or sale of goods, as applicable.

6.2 Vendor warrants to the Authority that all materials and equipment furnished shall be new, unless otherwise specified, and that Vendor’s Work shall be of good quality, free from faults and defects and in strict conformance with the

Contract Documents. All materials and work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. This warranty shall be in addition to, and not in limitation of, any other warranty or remedy required by law or by the Contract

Documents.

6.3 The Vendor agrees that if warranties set forth in the Contract Documents are in any respect breached, the Vendor will pay to the Authority the full contract price agreed to by the Authority to be paid for the supplies, materials, equipment or services furnished under the bid or proposal. These rights and remedies are in addition to and do not limit those rights and remedies otherwise available to the Authority.

7. Modifications, Additions or Changes

7.1 Modifications, additions or changes to these terms and conditions may not be made except in writing and agreed to by the Authority. No fixed priced contract may be increased by more than twenty-five (25) percent of the amount of the contract or $50,000, whichever is greater, without the approval of the Authority. The amount of any contract may not be increased for any purpose without adequate consideration provided to the Authority.

8. Procurement Code

8.1 Solicitations are subject to Chapter 60 of the Louisa County Code and any revisions, thereto, which are hereby incorporated into this contract in their entirety. ANY SOLICITATION OR CONTRACT DOCUMENTS THAT

ARE ISSUED, REQUESTED OR EXECUTED IN VIOLATION OF

LOUISA COUNTY CODE OR VIRGINIA LAW ARE VOID AB INTIO,

AND ARE OF NO EFFECT, REGARDLESS OF WHETHER ANY

PURCHASE HAS BEEN MADE UNDER THE CONTRACT

DOCUMENTS AND IRRESPECTIVE OF THE AMOUNT OR

LENGTH OF VENDOR’S PERFORMANCE UNDER THE

CONTRACT DOCUMENTS. A current copy of the Louisa County Code is available at www.municode.com or for viewing at the Louisa County administration building during normal business hours.

9. Bid Acceptance Period

9.1 Any bid in response to a Solicitation shall be valid for 60 days. At the end of the 60 days, the bid may be withdrawn at the written request of the bidder. If the bid is not withdrawn at that time, it remains in effect until an award is made or the Solicitation is cancelled.

10. Indemnification

10.1 The Vendor agrees to indemnify, defend and hold harmless the Authority and its officers, agents, and employees from any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by (i) the use of any materials, goods, or equipment of any kind or nature furnished by the Vendor; (ii) any services of any kind or nature provided by the Vendor;

or (iii) Vendor’s performance of its Obligations, provided that such liability is not attributable to the sole negligence on the part of the Authority.

11. Assignment

11.1 Neither the Obligations nor the Contract Documents may be assigned, sublet, or transferred, in whole or in part, without the written consent of the

Authority.

12. Audit

12.1 The Vendor hereby agrees to retain all books, records, and other documents relative to Vendor’s Obligations and the Contract Documents for five (5) years after final payment or after all other pending matters are closed, whichever is longer. The Authority and its authorized agents, auditors, the grantor of the funds to the Authority, the Comptroller of Virginia or of the

United States, or any of their duly authorized representatives shall have access to any such books, documents, papers and records of the Vendor for the purpose of making audits, examinations, excerpts or transcriptions.

13. Ownership of Documents

13.1 Any reports, studies, photographs, negatives, or other documents prepared by

Vendor in the performance of its Obligations shall be remitted to the

Authority by the Vendor, without demand therefore, upon the earliest of (i) completion of its Obligations; (ii) completion of the Contract Period; or (iii) termination, cancellation or expiration of the Contract Documents. Vendor shall not use, willingly allow or cause to have such materials used for any purpose other than performance of the Obligations without the prior written consent of the Authority. The Authority shall own the intellectual property rights to all materials produced under this Agreement.

14. Payment and Performance Bond

14.1 If Vendor’s Obligations include construction, the amount of which exceeds

$100,000, the Vendor shall furnish to the Authority the bonds required under

Section 60-21 of the Louisa County Code and shall otherwise fully comply with the requirements of such sections of the Code. The Authority reserves the right to require payment and/or performance bonds in the amount of the

Obligations for any other projects, goods or services, whether or not required by such sections of the Code.

15. Required Payment

15.1 The Vendor covenants and agrees to:

a) Within seven (7) days after receipt of any amounts paid to the Vendor under the Agreement,

b) pay any subcontractor for its proportionate share of the total payment received from the Authority attributable to the work under the

Agreement performed by such subcontractor, or

c) notify the Authority and the subcontractor, in writing, of its intention to withhold all or a part of the subcontractor’s payment and the reason therefore.

15.2 Vendor agrees to provide its federal employer identification number or social security number, as applicable, as a condition precedent to the Authority being required to make any payment to the Vendor under the Contract Documents.

15.3. Vendor agrees to pay interest at the legal rate or such other rate as may be agreed to in writing by the subcontractor and the Vendor on all amounts owed by the Vendor that remain unpaid after seven (7) days following receipt by the

Vendor of payment from the Authority for work performed by the subcontractor in furtherance of Vendor meeting its Obligations to the

Authority, except for amounts withheld pursuant to subparagraph 15.1(c) above.

15.4 Vendor agrees to include in its contracts with any and all subcontractors the requirements of 15.1(a), 15.1(b), and 15.1(c) above.

16. Liability Coverage

16.1 Unless otherwise expressly excepted in the Solicitation documents prepared by the Authority, the Vendor shall take out and maintain during the Contract

Period such bodily injury, liability and property damage liability insurance as shall protect it and the Authority from claims for damages for personal injury, including death, as well as from claims for property damage, which could arise from Vendor’s performance of its Obligations. Such insurance shall at least have the coverages and be in the amounts set forth in section 19

“Insurance and Bond Requirements” set forth below and shall name the

“Board of Supervisors of Louisa County, Virginia” and the “Louisa County

Water Authority” as additional insureds. Such insurance must be issued by a company admitted to do business within the Commonwealth of Virginia and with at least an AM Best rating of A-. Within 10 days after Vendor is awarded a contract in response to a Solicitation, and in no event later than the first day on which Vendor provides goods or services to the Authority, the Vendor shall provide the Authority with a certificate of insurance showing such insurance to be in force and providing that the insurer shall give the Authority at least 30 days’ notice prior to cancellation or other termination of such insurance.

17. Loss or Damage in Transit

17.1 Delivery by a Vendor to a common carrier does not constitute delivery to the

Authority. Any claim for loss or damage incurred during delivery shall be between the Vendor and the carrier. The Authority accepts title only when goods are received regardless of the F.O.B. point noted in the Solicitation or the Contract Documents. The receiving agency will note all apparent damages in transit on the freight bill and notify the Vendor. Discovery of concealed damages or loss will be reported by the receiving agency to the carrier and the

Vendor within 15 days of receipt and prior to removal from the point of delivery if possible. The Vendor shall make immediate replacement of the damaged or lost merchandise or be in default of the Contract Documents. It shall be the Vendor’s responsibility to file a claim against the carrier. If damage is to a small quantity, with the approval of the agency, the Vendor may deduct the amount of damage or loss from his or her invoice to the agency in lieu of replacement.

18. Freight

18.1 By signing any response to a Solicitation the bidder certifies that the bid price(s) offered for F.O.B. destination include only the actual freight charges at the lowest and best rate and is based upon the actual weight of the goods to be shipped. Freight charges are, therefore, established for each individual purchase. If a requirement is bid F.O.B. origin, the Vendor shall prepay the charges and add the amount to the invoice. A copy of the freight bill should be attached to all invoices that include freight charges. In a solicitation specifying

F.O.B. origin the Authority will consider freight cost in the evaluation of bids.

19. Insurance and Bond Requirements

19.1 The Vendor shall maintain the following insurance to protect it from claims that could arise from performance of the Obligations, including claims (i) under the Workmen’s Compensation Act; (ii) for personal injury, including death; and (iii) for damage to property, regardless of whether such claims arise out of Vendor’s actions or inactions, or those of Vendor’s subcontractor or other persons directly or indirectly employed by either of them:

a) Worker’s Compensation and Employer’s Liability. Vendor shall procure and maintain Worker’s Compensation and Employer’s

Liability Insurance covering all of its employees in conformance with the laws of any state, district or territory of the United States of

America in which work towards meeting Vendor’s Obligations are to be performed. Such insurance shall not have a limit of liability less than the following: Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the County of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract. Employer’s

Liability -$100,000.

b) Commercial General Liability Insurance. This coverage shall include contractual liability, underground hazard, explosion and collapse, hazard, property damage, independent Vendor, and personal injury insurance in support of section 10 of this Agreement entitled

“Indemnification”. This policy shall be endorsed to include the

Authority as additional insured’s during the Contract Period and shall state that this insurance is primary insurance as regards any other insurance carried by the Authority. Vendor shall procure and maintain

Public Liability Insurance in an amount not less than:

a) $1,000,000 for each occurrence involving bodily injury;

b) $1,000,000 for each occurrence involving property damage;

c) $2,000,000 aggregate limits.

c) Comprehensive Automobile Liability. Vendor shall procure and maintain Comprehensive Automobile Liability Insurance covering all automobiles, trucks, tractors, trailers, or other automobile equipment, whether owned, not owned, or hired by the Vendor, with the following limits:

a) $1,000,000 for each occurrence involving personal injury;

b) $1,000,000 for each occurrence involving property damage.

d) The Vendor shall purchase and maintain insurance coverage in a sufficient amount to cover all potential claims on his tools, equipment and machinery.

19.2 The Authority reserves the right to require insurance of any Vendor in greater amounts provided notice of such requirements is stated in the solicitation.

19.3 All insurance policies required under this paragraph, or otherwise required by the Solicitation or Contract Documents, shall include a clause waiving any and all subrogation rights against the Authority.

19.4 Insurance policies shall provide for notification to the Authority of non-payment of any premium and shall give the Authority the right to make the premium payment thereunder within a reasonable time, if the insurance policy is in danger of lapsing during the Contract Period. Any premium payments made by the Authority shall be deducted from amounts due Vendor under the

Contract.

20. Compliance With Laws

20.1 All work performed shall be in accordance with all local, state and federal codes, laws and regulations, including but not limited to: Virginia Conflict of

Interest Act, Virginia Fair Employment Contracting Act, Virginia Freedom of

Information Act, Virginia Prompt Payment Act, the Virginia Public

Procurement Act, and the Louisa County Code.

21. No Waiver

21.1 Any failure of the Authority to demand rigid adherence to one or more of the terms of the Contract Documents, on one or more occasions, shall not be construed as a waiver nor deprive the Authority of the right to insist upon strict compliance with the terms of the Contract Documents. Moreover, it is the Authority’s position and Vendor hereby agrees that the legal theories of

Implied Waiver, Statute of Limitation, Estoppel, and Laches do not apply as defenses that the Vendor may assert in any action by the Authority. Any waiver of a term of this Agreement, in whole or in part, must be in writing and signed by the party granting the waiver to be effective.

22. Termination and Cancellation

22.1 The Authority shall have the unilateral right to terminate any contract with

Vendor for default on the terms of that contract, or any other contract between the Vendor and the Authority.

22.2 The Authority has the unilateral right to cancel and terminate any contract with Vendor, in whole or in part, without penalty, merely out of convenience, and shall require no breach of contract by Vendor as a condition of termination. This right of termination for convenience may be exercised at the sole unconditional discretion of the Authority. If a contract is terminated in whole or in part for the convenience of the Authority, the Vendor shall be paid the contracted price for the service or goods actually provided or rendered up to the date of the termination of the respective contract, but shall not be paid any other fees or lost profits.

22.3 Any contract cancellation notice shall not relieve the Vendor of the obligation to perform on all outstanding orders issued prior to the effective date of cancellation.

23. Availability of Funds

23.1 It is understood and agreed between the parties herein that the Authority shall be bound hereunder only to the extent of the funds available and duly appropriated or which may hereafter become available and duly appropriated for the purpose of fulfilling the Authority’s obligations with respect to the

Contract Documents.

24. Billing, Method of Payment and Offset Rights

24.1 Billing shall be done monthly based on the contracted rate bid by the Vendor and submitted to the Louisa County Administration Department. The

Authority will remit payment within 30 days of receipt of a correct invoice.

Incorrect invoices shall be subject to correction and/or rejection by the Louisa

County Administration Department.

24.2 Vendor agrees that the Authority has the unilateral right to offset any bill submitted to Authority by Vendor, or any payment owed to Vendor by the

Authority, by any amount due to the Authority from Vendor pursuant to the

Contract Documents, or any other agreement, contract or transaction between

Authority and Vendor.

25. Tax Exemption

25.1 The Louisa County Water Authority, as a political subdivision of the

Commonwealth of Virginia, is exempt from any Federal excise tax and

Virginia sales and use tax under VA Code §15.2-5132. The Louisa County

Water Authority’s tax identification number is 54-1190434.

26. Work Site Damages

26.1 Any damages, including damage to finished surfaces, resulting from Vendor’s performance of its Obligations shall be repaired to the satisfaction of the

Authority at the Vendor’s expense.

27. Choice of Law

27.1 To ensure uniformity of the enforcement of the Contract Documents, and irrespective of the fact that either of the parties now is, or may become, a resident of a different state, this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia and of Louisa County without regard to their principles of conflicts of law.

28. Forum Selection

28.1 Vendor agrees, and submits, to sole and exclusive jurisdiction and venue in the General District or Circuit Courts of Louisa County, Virginia for resolution of any and all claims, causes of action or disputes between Vendor and the Authority. The Vendor agrees hereby to waive any jurisdictional or venue defenses related to any such action brought in the courts of Louisa

County, and further agrees to not remove or file any such action in Federal

Court.

28.2 Vendor agrees that service by registered mail to the address set forth in

Paragraph 31.1 of these Standard Terms and Conditions shall constitute sufficient service of process for any such action.

29. Severability

29.1 If any provision of any one, or all of the Contract Documents is held to be illegal, invalid, or unenforceable, or is found to be against public policy for any reason, such provision shall be fully severable and the remainder of the

Contract Documents shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never been part of the Contract Documents, and the remaining provisions of the Contract Documents shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision, or by its severance.

30. Attorneys’ Fees

30.1 Should the Authority employ an attorney to either (i) institute and maintain a suit against Vendor arising out of the Contract Documents or Vendor’s

Obligations; (ii) assist in enforcing or defending any of the Authority’s rights under the Contract Documents; (iii) protect the Authority’s interest in any matter arising under a contract with Vendor; (iv) collect damages for the breach of a contract or any other amounts owed to the Authority; or (v) recover on a surety bond given by the Vendor, then the Authority shall be entitled to recover its attorneys’ fees, costs, charges, and expenses expended or incurred therein from the Vendor if the Authority prevails in court, regardless whether the Authority recovers at law or in equity.

31. Notices

31.1 All requests, notices and other communications required or permitted to be given under the Contract Documents shall be in writing. Delivery of a notice shall be deemed to have been made when such notice is either:

a) Duly mailed by first-class mail, postage prepaid, return receipt requested, or any comparable or superior postal or air courier service then in effect; or

b) Transmitted by hand delivery, telegram, telex, telecopy or facsimile transmission, to the party entitled to receive the same at the address indicated below or at such other address as such party shall have specified by written notice to the other party. Notices to the Authority shall be sent to:

General Manager

Louisa County Water Authority

P.O. Box 9

3380 Jefferson Highway

Louisa, Virginia 23093

32.…