835429foodLburg.pdf

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UNSEALED REQUEST FOR PROPOSAL (URFP)

FOOD WASTE COMPOSTING COLLECTION AND PROCESSING SERVICES

ISSUE DATE: Wednesday, July 22, 2026

URFP NO.: 100120-FY27-10

QUESTION DEADLINE: Thursday, July 30, 2026; 5:00PM (ET)

PROPOSAL DUE DATE: Monday, August 17, 2026; 3:00PM (ET)

DELIVERY ADDRESS: Town of Leesburg

Procurement Division bidquestions@leesburgva.gov

CONTACT: Maria Alcalde, VCA, VCO

Buyer I

Phone: 703-771-2763

E-mail: Malcalde@leesburgva.gov mailto:bidquestions@leesburgva.gov

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URFP NO. 100120-FY27-10

TABLE OF CONTENTS

SECTION/TITLE PAGE

I. PURPOSE

II. BACKGROUND

III. STATEMENT OF NEEDS / SCOPE OF WORK

VI. PROPOSAL SUBMITTAL INSTRUCTIONS

V. QUESTIONS AND INQUIRIES

VI. EVALUATION CRITERIA AND AWARD

VII. TERMS AND CONDITIONS

SAMPLE CONTRACT

OFFEROR SUBMISSION FORM

ACKNOWLEDGEMENT OF ADDENDA

REFERENCES

PROPOSAL PROTECTION DISCLOSURE FORM

PRICING FORM

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I. PURPOSE

The Town of Leesburg ("Town") is soliciting proposals from qualified firms to provide food waste composting collection, transportation, processing, and related services for residential food waste drop-off locations within the Town.

II. BACKGROUND

The Town is located 35 miles west of Washington, D.C., in the Commonwealth of Virginia.

It is 12 square miles with an estimated population of 49,831. The Town is a full-service municipal corporation that provides the following services to Town residents and businesses: police, refuse collection and disposal, water and sewer utilities, storm water management, airport, parks and recreation, and maintenance of streets and roadways.

The Town currently operates one public food waste drop-off location at:

204 Liberty Street SW

Leesburg, Virginia 20175

The Town anticipates opening an additional drop-off location during the initial contract term, which will be located at:

425 Solitude Ct. SE

Leesburg, Virginia 20175

The Town desires the flexibility to expand the program to additional locations throughout the Town as funding and operational needs evolve. The awarded offeror, also referred to herein as “Contractor” should be capable of supporting this growth. The Contractor must provide all labor, equipment, vehicles, containers, collection, transportation, commercial compost processing, cleaning, maintenance, and reporting necessary to operate the Town's community food waste composting program.

The current program diverts residential food waste from landfills through a free 24-hour public drop-off location.

III. STATEMENT OF NEEDS / SCOPE OF WORK

The Contractor shall provide at a minimum:

A. Collection Services

Collect food waste from Town-designated compost drop-off locations.

Provide regularly scheduled service sufficient to prevent overflow.

Respond to emergency collections within 24 hours when requested.

Provide additional collections during holidays or special events.

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B. Compost Containers

Provide heavy-duty commercial compost collection containers.

Containers shall:

• be animal resistant

• weather resistant

• clearly labeled

• suitable for 24-hour public use

• include secure lids

• be compatible with collection equipment

C. Bin Cleaning

One of the following should occur during every service visit:

Option A

Wash and sanitize all containers onsite.

OR

Option B

Replace dirty containers with clean, sanitized containers.

No dirty containers shall remain onsite after servicing.

D. Compostable Liners

Provide and install commercial compostable liners after every collection.

Liners shall be certified:

• BPI Certified

• ASTM D6400

• ASTM D6868

E. Transportation

• Transport collected food waste to a permitted commercial composting facility.

• Contractor must comply with all federal, state and local regulations.

F. Compost Processing

Process collected material through a commercial composting facility capable of accepting:

• fruits

• vegetables

• meat

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• dairy

• bones

• coffee grounds

• certified compostable products

The facility must maintain all required permits.

G. Site Cleanliness

At every collection:

• remove spilled material

• clean surrounding pavement

• remove litter associated with compost operations

• ensure lids close properly

H. Reporting

Provide monthly reports including:

• pounds collected

• greenhouse gas reduction estimates

• collection dates

• contamination observations

• overflow incidents

• recommendations for service adjustments

Annual reports must summarize program performance.

I. Performance Standards

The Contractor shall:

• Maintain clean collection sites.

• Prevent overflowing containers.

• Respond to service complaints within one business day.

• Replace damaged bins within 48 hours.

• Notify the Town immediately of contamination, vandalism, or illegal dumping.

• Meet or exceed all applicable environmental regulations.

J. Future Expansion

The Town reserves the right to:

• add new drop-off sites

• remove existing sites

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• relocate sites

• increase service frequency

• decrease service frequency

• add Town facilities

• add parks

• add community centers

• add schools (if approved)

• add municipal buildings

• add special event collection services

Pricing for additional locations should be based upon the unit prices submitted with the

Proposal.

No guarantee is made regarding the number of future locations.

K. Optional Services

Proposers should provide pricing for:

• additional collection frequency

• additional bins at a collection site

• special event composting

• participation at public outreach events

• providing compost for giveaways

VI. PROPOSAL SUBMITTAL INSTRUCTIONS

A. Submittal Instructions

Proposals will be submitted electronically (emailed) to

Bidquestions@leesburgva.gov prior to the proposal submission deadline stipulated for this URFP or as amended via any subsequent addenda issued by the Town.

Offerors assume full responsibility for the electronic delivery of the completed proposal to Bidquestions@leesburgva.gov on or before the deadline for submission. The Town is not responsible for any loss or delay with respect to the submission of proposals. Late proposals will not be accepted. Proposals submitted by any method other than email to Bidquestions@leesburgva.gov will not be accepted.

All required forms and documentation submitted in response to this URFP must be attached as one (1) pdf attachment. The attachment should use the following naming convention: the URFP number and name; and the name of the Offeror (i.e., URFP No. 100120-FY27-10 FOOD WASTE COMPOSTING COLLECTION

AND PROCESSING SERVICES - Your Firm’s Name). One (1) marked copy of mailto:Bidquestions@leesburgva.gov mailto:Bidquestions@leesburgva.gov mailto:Bidquestions@leesburgva.gov

Rev 1/21/26 Page 7 of 31 your proposal with any trade secret, confidential, or proprietary information redacted must also be submitted.

NOTE: Any submission partially sent at the deadline date and time will be considered incomplete and will not be accepted. ANY PROPOSAL

RECEIVED BY THE TOWN AFTER THE DEADLINE FOR SUBMISSION

WILL NOT BE ACCEPTED.

B. Consideration of Proposals

Prior to the time and date designated for receipt of proposals, a proposal sent to the

Town of Leesburg may be modified or withdrawn. Withdrawn proposals may be resubmitted up to the date and time designated for the receipt of proposals, provided that they are then fully in conformance with the requirements of this URFP. The

Town permits only one proposal to be submitted by the same firm in response to this URFP. Accordingly, the Town reserves the right to reject multiple proposals submitted by the same firm. If an offeror submits more than one proposal in response to this URFP, only the most recent submission will be considered, and previously submitted proposals will be rejected.

C. Proposal Format

Offerors will submit proposals in the following format:

1. Offerors will complete and submit the following forms (which are provided at the end of this URFP):

• Offeror Submission Form;

• Acknowledgement of Addenda;

• References;

• Proposal Protection Disclosure Form;

• Pricing Form

2. Proposals will be submitted electronically. Proposals are to be prepared simply and concisely. Elaborate artwork, expensive paper, visual, and other presentation aids are not required.

3. Proposals will be signed in ink by the person or persons legally authorized to bind the offeror to a Contract.

4. Offerors will include any exceptions taken to the Statement of Needs and

Terms and Conditions sections of this URFP, if any. For each exception, specify the URFP page number, section number, and detail the exception taken.

5. Each copy of the proposal will be bound or contained in one PDF.

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D. Proposal Protection

All proposals submitted in response to this URFP will be open to inspection by any citizen, or interested person, firm or corporation, in accordance with the Virginia

Freedom of Information Act. Trade secrets or proprietary information submitted by a firm prior to or as part of its proposal will not be subject to public disclosure under the Virginia Freedom of Information Act only under the following circumstances: (1) the appropriate information is clearly identified by some distinct method such as highlighting or underlining; (2) only the specific words, figures, or paragraphs that constitute trade secrets or proprietary information are identified; and (3) a summary page is supplied immediately following the proposal title page that includes (a) the information to be protected, (b) the section(s)/page number(s) where this information is found in the proposal, and (c) a statement why protection is necessary for each section listed. The firm must also provide a separate electronic copy of the proposal with the trade secrets and/or proprietary information redacted. Unless all of these requirements are met, the firm’s entire proposal will be available for public inspection.

IMPORTANT:

A FIRM MAY NOT REQUEST THAT ITS ENTIRE PROPOSAL BE

TREATED AS A TRADE SECRET OR PROPRIETARY INFORMATION,

OR OTHERWISE BE DEEMED CONFIDENTIAL. PURSUANT TO

VIRGINIA CODE § 2.2-4342(F), REDACTIONS THAT ATTEMPT TO

PROTECT ENTIRE PAGES OF A PROPOSAL AND/OR PRICING ARE

NOT ACCEPTABLE. IF A PUBLIC ENTITY IS USED ON THE

REFERENCE FORM, THE PUBLIC ENTITY AND ASSOCIATED

CONTACT INFORMATION MUST REMAIN UNREDACTED.

ADDITIONALLY, ANY REFERENCES TO PUBLICLY-AVAILABLE

INFORMATION MUST REMAIN UNREDACTED.

THE TOWN IS NOT BOUND BY THE OFFEROR’S DESIGNATION OF

ANY INFORMATION AS A “TRADE SECRET,” “PROPRIETARY,” OR

“CONFIDENTIAL.” THE TOWN WILL MAKE THE FINAL

DETERMINATION REGARDING THE CHARACTERIZATION AND

EXEMPT STATUS OF ALL INFORMATION. ABSENT A SPECIFIC

PROVISION OF LAW THAT ALLOWS INFORMATION TO BE

WITHHELD, THE TOWN WILL DISCLOSE THE INFORMATION

REGARDLESS OF ANY SUCH OFFEROR DESIGNATION. AS A

COURTESY, THE TOWN MAY NOTIFY THE OFFEROR OF

DESIGNATIONS DEEMED IMPROPER; HOWEVER, THE TOWN IS

UNDER NO OBLIGATION TO DO SO.

V. QUESTIONS AND INQUIRIES

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Unless otherwise instructed, the Procurement Contact is the sole point of contact for questions concerning this URFP. Questions concerning this URFP must be made in writing to the Procurement Contact listed on the cover page of the URFP. Questions must be received by the date and local time as stated on the cover page of the URFP.

A formal addendum responding to all questions received by the deadline will be made available no later than five business days before the proposal due date. Additional clarifications to the specifications will also be in the form of a written addendum. All addenda will be posted on the Town’s website. Such addenda will become part of the contract documents. Verbal instructions are not binding and will not form a part of the proposal documents. It is the offeror’s responsibility to obtain all addenda from the Town’s website: http://www.leesburgva.gov/bidboard

VI. EVALUATION CRITERIA AND AWARD

A. Evaluation Criteria

Proposals will be evaluated on the following criteria and weighted accordingly:

1. Experience and Qualifications – 25%

2. Technical Approach – 25%

3. Program Expansion Capability – 15%

4. Sustainability Capability - 10%

5. References/Past Performance – 10%

6. Cost Proposal – 15%

B. Selection Process

The selected committee will be comprised of Town of Leesburg staff. The Town Staff will evaluate and rank the proposals using the evaluation criteria stated above and negotiate a contract in accordance with the Town of Leesburg’s Procurement Policies and Procedures

Manual.

The Town reserves the right to accept or to reject any or all proposals in whole or in part, to make multiple awards, and to waive informalities in the process of awarding this contract. The Town further reserves the right to make an award of a contract without further discussion of the proposals received provided it is determined in writing that only one offeror is fully qualified, or that one offeror is clearly more highly qualified and suitable than the others under consideration. Therefore, proposals should be submitted initially on the most favorable terms that the offeror could propose with respect to both price and technical capability.

http://www.leesburgva.gov/bidboard

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C. Contract Award

The Town intends to award a contract to a qualified offeror authorized to transact business in the Commonwealth of Virginia with demonstrated experience similar in nature to that being requested herein. The award of a contract shall be at the sole discretion of the Town.

Award will be made to the offeror whose proposal is determined to be most advantageous to the Town, taking into consideration the above criteria.

The contents of the proposal submitted by the successful offeror will become a part of any contract awarded as a result of this URFP. The successful offeror shall be expected to sign a contract with the Town. Additional terms and provisions may be included in the contract, a sample copy of which is enclosed.

VII. TERMS AND CONDITIONS

A. Special Terms and Conditions

1. Contract Term: The term of this Contract shall commence on a date that is mutually agreed upon both parties and shall continue in force for two (2) years. Upon mutual agreement of both parties, this Contract may be renewed for four (4) additional one-year terms.

B. General Terms and Conditions

1. Proposal Binding for One Hundred Twenty (120) Days: Offeror agrees that this proposal shall be valid and may not be withdrawn for a period of one hundred and twenty (120) calendar days after the due date.

2. Late Proposals: Proposals received after the time specified on the cover page of this URFP will not be accepted and will be returned unopened, provided a return address is visible.

3. Acceptance or Rejection of Proposals: The Town reserves the right to accept or reject any or all proposals in whole or in part and to waive minor informalities in the process of awarding this contract.

4. Competition Intended: It is the Town’s intent that this unsealed request for proposals permits competition. It shall be the offeror’s responsibility to advise the Procurement Officer in writing if any language, requirements, specifications, etc., or any combinations thereof, inadvertently restricts or limits the requirements stated in this URFP to a single source. The

Procurement Officer must receive such notification at least ten (10) business days before the due date.

5. Understanding of Specifications: Offerors shall thoroughly examine and be familiar with the Town specifications. The failure or omission of any offeror to receive or examine this document shall in no way relieve any

Rev 1/21/26 Page 11 of 31 offeror of obligations with respect to this proposal or the subsequent contract. The submission of a proposal shall be taken as prima facie evidence of compliance with this paragraph.

6. Exceptions to URFP: Offerors taking exception to any part or section of this RFP shall indicate such exceptions in their proposal. Failure to indicate any exceptions shall be interpreted as the offeror’s intent to fully comply with the specifications as written.

7. Inquiries Concerning Specifications: Questions concerning this URFP must be made in writing to the Procurement Contact listed on the cover page of the URFP.

8. ADA Reasonable Accommodation Clause: If you need any reasonable accommodation for any type of disability in order to participate in this procurement, please contact the Procurement Officer at least ten (10) business days before the proposal due date.

9. Costs Incurred in Responding: This solicitation does not commit the

Town to pay any costs incurred in the preparation and submission of proposals, or to procure or contract for services defined herein.

10. Employment Discrimination Prohibited: During the performance of this contract, the contractor agrees as follows:

a. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

b. 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.

c. 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.

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

11. Disposition of Proposals:

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All materials submitted in response to this URFP will become the property of the Town. One (1) copy of each proposal shall be retained for official files and will become a public record. Unless proposal protection is properly invoked, these records will be available for public inspection after award of the contract. It is understood that the proposal will become a part of the official file on this matter without obligation on the part of the Town except as to the disclosure restrictions contained in Section 12. “Trade

Secrets and Proprietary Information Disclosure”.

12. Trade Secrets and Proprietary Information Disclosure:

In compliance with the Town’s Procurement Policies, all proposals will be available for public inspection. Trade secrets and proprietary information submitted by an offeror in connection with procurement shall not be subject to public disclosure under the Virginia Freedom of Information Act.

However, the offeror must invoke the protection of this section before or upon submission of the data or other materials, and must identify the specific area or scope of data or other materials to be protected and state the reasons why protection is necessary. An all-inclusive statement that the entire proposal is proprietary is unacceptable. A statement that the costs are to be protected is unacceptable.

13. Laws and Regulations: The offeror’s attention is directed to the fact that all applicable Commonwealth of Virginia laws, municipal ordinances and the rules and regulations of all authorities having jurisdiction over the contract shall apply to the contract throughout, and they will be considered to be included in the contract the same as though herein written out it full.

14. License Requirement: All firms doing business for the Town are required to be licensed in accordance with the Town’s “Business, Professional, and

Occupational Licensing (BPOL) Tax” Ordinance. Wholesale and retail merchants without a business location in Leesburg, VA are exempt from this requirement. Questions concerning the BPOL Tax should be directed to the Department of Finance, telephone 703-771-2723. Indicate the BPOL license number on the proposal form.

15. Ethics in Public Contracting: The offeror agrees that it will adhere to

Article 6 – “Ethics in Public Contracting” requirements set forth in the

Virginia Public Procurement Act.

16. Safety: All contractors and subcontractors performing services for the

Town are required and shall comply with all Occupational Safety and

Health Administration (OSHA), State and County Safety and Occupation

Health Standards and any other applicable rules and regulations. Also, all contractors and subcontractors shall be held responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or

Rev 1/21/26 Page 13 of 31 damage to any persons or property within and around the work site area under this contract.

17. Termination: Subject to the provisions below, the contract may be terminated by the Town upon thirty (30) days advance written notice to the other party. If any work or service hereunder is in progress, but not completed as of the date of termination, then this contract may be extended upon written approval of the Town until said work or services are completed and accepted.

Termination for Convenience – In the event that this contract is terminated or cancelled upon request and for the convenience of the Town, without the required thirty (30) days advance written notice, then the Town shall negotiate reasonable termination costs, if applicable.

Termination for Cause: – Termination by the Town for cause, default or negligence on the part of the contractor shall be excluded from the foregoing provision; termination costs, if any, shall not apply. The thirty (30) days advance notice requirement is waived in the event of Termination for Cause.

In the event of default by the offeror, we reserve the right to procure the commodities and/or services from other sources, and hold the offeror liable for any excess cost occasioned thereby. If, however, public necessity requires use of commodities and/or service not conforming to the specifications they may be accepted and payment therefore shall be made at a proper reduction in price.

18. Non-Assignment of Contract: The contractor shall not assign the contract, or any portion thereof, without the advanced written permission of the

Procurement Officer, such permission not to be unreasonably withheld.

19. Modification of the Contract: This contract may be modified by approved a contract modification or change order signed by both parties in accordance with the VPPA.

20. Discrimination Prohibited; Participation of Small and Minority-

Owned Business: The Town shall not discriminate against an offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

21. Drug-free Workplace to be maintained by Contractor; Required

Contract Provisions: All public bodies shall include in every contract over

$10,000 the following provisions:

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, Rev 1/21/26 Page 14 of 31 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 in accordance with this chapter, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

22. Collusion Among Offerors: More than one proposal from an individual, firm, partnership, corporation or association under the same or different name will be rejected. Reasonable grounds for believing that an offeror has an interest in more than one proposal for the work contemplated will cause rejection of all proposals in which the offeror is interested. Any or all proposals will be rejected if there is any reason for believing that collusion exists among the offerors. Participants in such collusion may not be considered in future proposals for the same work. The signer of the proposal must declare that all persons, companies and parties interested in the contract as principals are named therein; that the proposal is made without collusion with any other person, persons, company or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud; and that the signer of the proposal has authority to contractually bind the offeror. See Offeror Submission Form.

23. Town Employees: No employee of the Town shall be admitted to any share or part of this contract or to any benefit that may arise there from.

24. Qualification of Offerors: Each offeror may be required, before the award of any contract, to show to the complete satisfaction of the Evaluation Team that it has the necessary facilities, abilities, and financial resources to furnish the service or material specified herein in a satisfactory manner, and the offeror may also be required to show past history and reference which will enable the Evaluation Team to be satisfied as to the offeror’s qualifications.

Failure to qualify according to the foregoing requirements will justify proposal rejection.

25. Liability: The successful offeror will not be held responsible for failure to perform the duties and responsibilities imposed by the contract due to legal strikes, fires, civil disobedience, riots, rebellions, acts of God and similar

Rev 1/21/26 Page 15 of 31 occurrences beyond the control of the successful offeror that make performance impossible or illegal, unless otherwise specified in the agreement.

26. Expenses Incurred In Preparing Proposal: The Town accepts no responsibility for any expense incurred in the proposal preparation and presentation. Such expenses are to be borne exclusively by the offeror.

27. Protest Of Award Or Decision To Award: An offeror may protest an award or decision to award a contract under procedures as set forth in the

VPPA.

28. Ethics In Public Contracting: This specification incorporates by reference, but is not limited to, the provisions of law contained in the

Virginia Conflict of Interest Act, the Virginia Governmental Frauds Act, Articles 2 and 3 of Chapter 10 of title 18.2 of the Code of Virginia, as amended, and the Town Procurement Policy.

29. Faith-Based Organizations: The Town of Leesburg does not discriminate against faith-based organizations.

30. Insurance Requirements: Offeror shall secure at its own expense general liability insurance in an amount not less than $1,000,000 solely contained in a Commercial General Liability Policy or in combination with an

Umbrella or Excess Policy. Included shall be coverage for Bodily Injury and Property Damage resulting from the operations, products, and completed operations of the contractor.

Offeror shall also carry automobile insurance in an amount not less than

$1,000,000 solely contained in a Commercial Auto Policy or in combination with an Umbrella or Excess Policy. Offeror shall also carry Workers

Compensation insurance, which meets the statutory requirements of the

Commonwealth of Virginia.

The above-mentioned coverage shall be placed with an insurance carrier licensed to do business in the Commonwealth of Virginia. The carrier must have an AM Best Rating of A or better. A Certificate of Insurance identifying coverage shall be furnished to the Town.

31. Payment Clauses: Pursuant to Section 2.2-4354 of the VPPA, within seven days after receipt of amounts paid to the offeror by the Town for work performed by the subcontractor under the resulting contract the Offeror will:

a. Pay the subcontractor for the proportionate share of the total payment received from the Town attributable to the work performed by the subcontractor under that contract; or

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b. Notify the Town and subcontractor, in writing, of his intention to withhold all or a part of the subcontractor’s payment with the reason for nonpayment.

Individual contractors must provide their social security numbers and proprietorships, partnerships, and corporations to provide their federal employer identification numbers.

The offeror will pay interest to the subcontractor on all amounts owed by the offeror that remain unpaid after seven days following receipt by the offeror of payment from the Town for work performed by the subcontractor under that contract, except for amounts withheld as allowed in this section.

“Unless otherwise provided under the terms of this contract, interest shall accrue at the rate of one percent per month.”

The offeror will include in each of its subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier subcontractor.

A contractor’s obligation to pay an interest charge to a subcontractor pursuant to the payment clause in this section shall not be construed to be an obligation of the Town. A contract modification shall not be made for the purpose of providing reimbursement for the interest charge. A cost reimbursement claim shall not include any amount for reimbursement for the interest charge.

32. Prime Vendor Responsibilities: Offerors may propose services that are provided by others, but any services proposed must meet all of the requirements of this URFP. If the offeror’s proposal includes services provided by others, the offeror will be required to act as the prime vendor for all such items and must assume full responsibility for the procurement delivery and quality of such services. The offeror will be considered the sole point of contact with regard to all stipulations, including payment of all charges and the meeting of all requirements of this URFP.

33. Purchase Orders: A purchase order will be enclosed with the resulting contract or will be issued shortly thereafter, and will become an integral part of the resulting contract. The purchase order indicates that sufficient funds have been obligated as required by Title 15 of the Code of the

Commonwealth of Virginia, and assures distribution of the necessary receiving reports. The purchase order does not supersede any provisions of the resulting contract. Performance time and dates are determined solely by the contract and any modification thereto. Services are not to begin until receipt of the purchase order and/or other notification by the Town’s

Procurement Officer or designee.

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34. Title VI Compliance: The Town of Leesburg, VA, as a recipient federal funds, complies with Title VI of the Civil Rights Act of 1964 (found at 42

U.S.C. § 2000(d) and the following sections) which prohibits discrimination based on race, color, or national origin. The Town’s Title VI Policy can be found at: https://www.leesburgva.gov/government/title-vi.

35. Contractor Verification Requirement: The Town has implemented a

Contractor verification process. Contractor information required by the

Town must be verified through the Town’s third-party validation service provider. Contractor must comply with this requirement to conduct business with the Town and receive payments. Instructions and additional information on how to comply with this requirement can be obtained from the Town’s website at:

https://www.leesburgva.gov/departments/finance/accounting/vendor-verification.

https://www.leesburgva.gov/government/title-vi https://www.leesburgva.gov/departments/finance/accounting/vendor-verification https://www.leesburgva.gov/departments/finance/accounting/vendor-verification

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SAMPLE CONTRACT

CONTRACT NO. 100120-FY27-10

This CONTRACT (the “Contract”) is made this _____ day of , 2026, by and between the

TOWN OF LEESBURG, VIRGINIA (the “Town”), a municipal corporation, and

, a , authorized to transact business in

Virginia, having a usual place of business at

(the “Contractor”), collectively referred to herein as “Parties”.

The Contractor and the Town, in consideration of the mutual covenants, promises, and agreements herein contained, agree as follows:

1. Provision of Services. The Contractor hereby agrees to provide the following services to the Town:

[DESCRIPTION OF SERVICE]

2. Contract Documents. The Contract Documents consist of this Contract, URFP No.

100120-FY27-10 (incorporated herein by reference), the Contractor’s Proposal dated

__________________(attached hereto as “Exhibit A”), and any subsequent purchase orders issued by the Town. Where the terms of this Contract and the Contractor’s Proposal are at variance, the provisions of this Contract shall prevail. The Parties agree that any ambiguity, conflict or inconsistency in the foregoing documents that together constitute the

Contract, will be resolved in the following order of precedence: (1) this Contract; (2) URFP

No. 100120-FY27-10 and all addenda thereto; (3) the Contractor’s Proposal dated

3. Contract Term. The term of this Contract shall consist of the period of time

[PERIOD OF TIME].

4. Contract Amount. In return for the services identified above, the Town certifies that sufficient funds are budgeted and shall compensate the Contractor [$ AMOUNT] for satisfactory services performed.

5. Method of Payment. The Contractor shall submit invoices to the Town with all supporting documentation and shall be reimbursed within thirty (30) days after receipt of invoice or satisfactory completion of services, whichever occurs later.

Invoice must detail the hours worked and services performed, must reference the purchase order number, and be mailed to the address specified below:

Town of Leesburg

Department of ________

Attn: (Division/Name of Contact)

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Address

Leesburg, VA 20175 emailaddress@leesburgva.gov

6. Applicable Law and Courts. This Contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in a court within Loudoun County. The Contractor shall comply with applicable federal, state and local laws and regulations.

7. Assignment of Contract. This Contract shall not be assignable by the Contractor in whole or in part without the prior written consent of the Town.

8. 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 Town, whichever is sooner. The Town, its authorized agents, and/or auditors shall have full access to and the right to examine any of said materials during said period.

9. Indemnification. Contractor agrees to indemnify, defend and hold harmless the Town, 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 any services of any kind or nature furnished by the Contractor.

10. Notice. The following persons shall be contact persons for the Parties, and notice given them, by certified return receipt requested mail to the addresses shown, shall constitute valid notice under the requirements of this agreement:

1. For the Town:

2. For the Contractor:

The Parties may amend such addresses by written notice to the opposite party at the given address.

11. Termination.

A. Termination without Cause. The Town may terminate this Contract for any reason upon thirty (30) days’ notice and upon payment of any and all sums already earned under the terms of Paragraphs numbered 4 and 5 of this

Contract and reasonable expenses incurred in reliance upon the Contract.

B. By Town with Cause. The Town may terminate this contract if the

Contractor is in material breach with this Contract and fails to adequately remedy such breach after written notice from the Town and a 14-day period to cure the breach. If this Contract is terminated by the Town for cause, the

Town may withhold any further payments to the Contractor until it determines its damages and may sue the Contractor for any damages caused mailto:emailaddress@leesburgva.gov

Rev 1/21/26 Page 20 of 31 by the breach. If the Town terminates this Contract for cause and it is later determined that such termination was not justified, then the termination shall be converted into one without cause under Paragraph 11.A. and any liability of the Town shall be limited solely to the liability provided by that paragraph for a termination without cause.

C. If this Contract is terminated by the Town, the Contractor shall within seven days thereafter deliver to the Town all Contract Deliverables regardless of the current state of completion. In such case, the Contractor grants an irrevocable right to the Town to use the Contract Deliverables without additional compensation to the Contractor, but the Contractor will not be liable for any change or alterations to the Contract Deliverables or for their use in an incomplete state.

D. Notwithstanding the foregoing, the Contractor agrees that any resulting contract is subject to annual appropriations of the Leesburg Town Council and that non-appropriation of sufficient funding to continue the contract will result in its automatic termination once existing funding is exhausted.

12. Integration Clause. This Contract, including all incorporated Contract Documents, shall constitute the whole agreement between the Parties. There are no promises, terms, conditions, or obligations other than those contained herein, and this Contract shall supersede all previous communications, representations or agreements, written or verbal, between the Parties hereto related to the subject of this Contract.

13. Notice of Required Disability Legislation Compliance. The Town is required to comply with state and federal disability legislation: The Rehabilitation Act of 1973 Section 504, The Americans with Disabilities Act (ADA) for 1990 Title II and The Virginians with

Disabilities Act of 1990. Specifically, the Town may not, through its contractual and/or financial arrangements, directly or indirectly avoid compliance with Title II of the

Americans with Disabilities Act, Public Law 101-336, which prohibits discrimination on the basis of disability by public entities. Subtitle A protects qualified individuals with disability from discrimination on the basis of disability in the services, programs, or activities of all State and local governments. It extends the prohibition of discrimination in federally assisted programs established by the Rehabilitation Act of 1973 Section 504 to all activities of State and local governments, including those that do not receive Federal financial assistance, and incorporates specific prohibitions of discrimination on the basis of disability in Titles I, III, and V of the Americans with Disabilities Act. The Virginians with Disabilities Act of 1990 follows the Rehabilitation Act of 1973 Section 504.

14. Faith Based Organizations. The Town does not discriminate against faith-based organizations.

15. Immigration Reform and Control Act of 1986. By entering this Contract, the Contractor certifies that it does not and will not during the performance of this Contract violate the provisions of the Federal Immigration Reform and Control Act of 1986, which prohibits employment of illegal aliens.

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16. Payment to Subcontractors. Within seven (7) days after receipt of amounts paid by the

Town for work performed by a subcontractor under this Agreement, the Contractor shall either: a) pay the subcontractor for the proportionate share of the total payment received from the Town attributable to the work performed by the subcontractor under this

Agreement; or b) notify the Town and subcontractor, in writing, of his intention to withhold all or a part of the subcontractor's payment and the reason for non-payment. The Contractor shall pay interest to the subcontractor on all amounts owed that remain unpaid beyond the seven (7) day period except for amounts withheld as allowed in item b. Unless otherwise provided under the terms of this Agreement, interest shall accrue at the rate of one percent

(1%) per month. The Contractor shall include in each of its subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements as set forth above with respect to each lower-tier subcontractor. The

Contractor's obligation to pay an interest charge to a subcontractor pursuant to this provision may not be construed to be an obligation of the Town.

17. Authority to Transact Business in Virginia. A Contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by

Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described herein that enters into an Agreement with the Town pursuant to the

Virginia Public Procurement Act 2.2-4300 et seq. shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50 of the Code of Virginia, to be revoked or cancelled at any time during the term of the Agreement. The Town may void any Agreement with a business entity if the business entity fails to remain in compliance with the provisions of this section.

18. Counterparts. This Contract and any amendments or renewals hereto may be executed in a number of counterparts, and each counterpart signature, when taken with the other counterpart signatures, is treated as if executed upon one original of this Contract or any amendment or renewal. A signature by any party to this Contract provided by facsimile or electronic mail is binding upon that party as if it were the original.

19. Ethics in Public Contracting. The provisions contained in Sections 2.2 4367 through 2.2

4377 of the Virginia Public Procurement Act as set forth in the 1950 Code of Virginia, as amended, shall be applicable to all Contracts solicited or entered into by the Town. A copy of these provisions may be obtained from the Town upon request.

The above-stated provisions supplement, but do not supersede, other provisions of law including, but not limited to, the Virginia State and Local Government Conflict of Interests

Act (§ 2.2-3100 et seq.), the Virginia Governmental Frauds Act (§ 18.2 498.1 et seq.) and

Articles 2 and 3 of Chapter 10 of Title 18.2. The provisions apply notwithstanding the fact that the conduct described may not constitute a violation of the Virginia State and Local

Government Conflict of Interests Act.

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20. Exemption from Taxes. Pursuant to Va. Code § 58.1-609.1, the Town is exempt from

Virginia State Sales or Use Taxes and Federal Excise Tax, therefore the Contractor shall not charge the Town for Virginia State Sales or Use Taxes or Federal Excise Tax on the finished goods or products provided under the Contract. However, this exemption does not apply to the Contractor, and the Contractor shall be responsible for the payment of any sales, use, or excise tax it incurs in providing the goods required by the Contract, including, but not limited to, taxes on materials purchased by a Contractor for incorporation in or use on a construction project. Nothing in this section shall prohibit the Contractor from including its own sales tax expense in connection with the Contract in its Contract price.

21. Employment Discrimination by Contractors Prohibited.

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, status as a service disabled veteran, 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, shall 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 to meet this requirement.

B. The Contractor will include the provisions of the foregoing paragraphs, 1, 2, and 3 in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

22. 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.

Rev 1/21/26 Page 23 of 31

For the purpose 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 in accordance with this chapter, 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.

23. Delays and Delivery Failures. Time is of the essence. The Contractor must keep the

Town advised at all times of status of Parties’ agreement. If delay is foreseen, the

Contractor shall give immediate written notice to Town. Should Contractor fail to deliver the proper item/service at the time and place contracted for, or within a reasonable period of time thereafter as agreed to in writing by the Town, or should the Contractor fail to make a timely replacement of rejected item/service when so required, the Town may purchase item/service of comparable quality and quantity in the open market to replace the undelivered or rejected item/service. The Contractor shall reimburse the Town for all costs in excess of the Contract price when purchases are made in the open market; or, in the even that there is a balance the Town owes to the Contractor from prior transactions, an amount equal to the additional expense incurred by the Town as a result of the Contractor’s nonperformance shall be deducted from the balance as payment.

24. Substitutions. No substitutions, additions or cancellations, including those of key personnel, are permitted after Contract award without written approval by the Town.

Where specific employees are proposed by the Contractor for work, those employees shall perform the work as long as those employees work for the Contractor, either as employees or subcontractors, unless the Town agrees to substitution. Requests for substitutions shall be reviewed and may be approved by Town at its sole discretion.

25. Workmanship and Inspection. All work under this Contract shall be performed in a skillful and workmanlike manner. The Contractor and its employees shall be professional and courteous at all times. The Town reserves the right to require immediate removal of any Contractor employee from Town service it deems unfit for service for any reason, not contrary to law. This right is non-negotiable and the Contractor agrees to this condition by accepting this Contract. Further, the Town may, from time to time, make inspections of the work performed under the Contract. Any inspection by the Town does not relieve the

Contractor of any responsibility in meeting the Contract requirements.

26. Contractual Disputes. The Contractor shall give written notice to the Procurement

Officer of intent to file a claim for money or other relief within ten (10) calendar days of the occurrence giving rise to the claim or at the beginning of the work upon which the claim is to be based, whichever is earlier.

The Contractor shall submit its invoice for final payment within thirty (30) days after completion or delivery.

The claim, with supporting documentation, shall be submitted to the Procurement Officer by US Mail, courier, or overnight delivery service, no later than sixty (60) days after final payment. If the claim is not disposed of by agreement, the Procurement Officer shall

Rev 1/21/26 Page 24 of 31 reduce his/her decision to writing and mail or otherwise forward a copy thereof to the

Contractor within thirty (30) days of the Town’s receipt of the claim.

The Procurement Officer’s decision shall be final unless the Contractor appeals within thirty (30) days by submitting a written letter of appeal to the Town Manager, or his designee. The Town Manager shall render a decision within sixty (60) days of receipt of the appeal.

No Contractor shall institute any legal action until…