COUNTY OF HENRICO, VIRGINIA – Department of Finance, Purchasing Division

8600 Staples Mill Road / P.O. Box 90775 / Henrico, VA 23273-0775

Phone: (804)501-5660

Version 6.1.26

RFP No. 26-2984-7JLW

July 23, 2026

Request for Proposal (“RFP”)

Traffic and Roadway Engineering Services

Your firm is invited to submit a proposal to provide professional traffic and roadway engineering services in accordance with the enclosed Specifications and General Terms and Conditions.

Your firm’s proposal submittal, consisting of one (1) complete electronic copy and one (1) redacted electronic copy (if applicable) in a “pdf” format, will be received no later than August 26, 2026 at

2:00PM by submission through the Commonwealth of Virginia’s electronic procurement platform eVA.

Time is of the essence, and any offeror that attempts to submit a proposal after the appointed hour for submission, will be unable to, because eVA automatically closes the solicitation at the appointed time.

The time of receipt shall be determined by the time clock in eVA. Offerors are responsible for ensuring that their proposals are submitted in eVA by the deadline indicated.

Nothing herein is intended to exclude any responsible offeror or in any way restrain or restrict competition. On the contrary, all responsible offerors are encouraged to submit proposals. The County of

Henrico reserves the right to accept or reject any or all proposals submitted.

Pursuant to Henrico County Code Section 16-43, the award will be made by the Board of

Supervisors of Henrico County, Virginia shall be awarding authority when the contract amount is over $80,000. Otherwise , the award will be made by the Purchasing Director.

This RFP and any addenda are available on the County of Henrico website at:

http://henrico.gov/finance/divisions/purchasing, and on eVA at https://eva.virginia.gov/.

Should you have any questions concerning this RFP, please contact Judi Whitt at whi201@henrico.gov by no later than August 14, 2026.

Very truly yours, Judi Whitt, CPPB, VCO, VCCO, VCARM

Procurement Analyst III about:blank http://henrico.gov/finance/divisions/purchasing https://eva.virginia.gov/

TABLE OF CONTENTS

I. Introduction

A. Purpose

B. Background

II. Scope of Services

III. County Responsibilities

IV. Anticipated Procurement Schedule

V. Proposal Submission Requirements and Instructions

VI. Proposal Response Format

VII. Proposal Evaluation / Selection Process

VIII. General Contract Terms and Conditions

A. Annual Appropriations

B. Antitrust

C. Artificial Intelligence Systems Clause

D. Assignment of Contract

E. Authorization to Transact Business in the Commonwealth

F. Award of the Contract

G. Changes to the Contract

H. Collusion

I. Compensation

J. Controlling Law and Venue

K. County License Requirement

L. Drug-Free Workplace to be Maintained by the Contractor (VA. Code §2.2-4312)

M. Employment Discrimination by Contractor Prohibited

N. Employment of Unauthorized Aliens Prohibited

O. Environmental Management

P. Ethics in Public Contracting

Q. Insurance Requirements

R. Minority-, Woman-, Service Disabled Veteran-Owned, Small Business and Employment Services

Organizations

S. No Discrimination against Faith-Based Organizations

T. Nondiscrimination of Offeror

U. Occupational Safety & Health Policy Statement

V. Ownership of Deliverable and Related Products

W. Payment Clauses Required by Va. Code §2.2-4354

X. Record Retention and Audits

Y. Safety

Z. Severability

AA. Subcontracts

BB. Successful Offeror’s Performance

CC. Taxes

DD. Termination by County

EE. Testing and Inspection

FF. Use of Forced and Child Labor Prohibited (VA Code § 2.2-4311.4)

IX. Special Contract Provisions

A. Contract Period

B. Continuity of Services

C. Indemnification

D. Non-Exclusive Contract

E. Period of Performance of Purchase Orders

F. Warranty

X. Attachments

ATTACHMENT A – Proposal Signature Sheet

ATTACHMENT B – Business Category Classification Form

ATTACHMENT C – Virginia State Corporation Commission Registration Information

ATTACHMENT D – Proprietary/Confidential Information Identification

ATTACHMENT E – County of Henrico Insurance Specifications

ATTACHMENT F – Sample Contract

ATTACHMENT G - Firm Data Sheet ………………………………………… Separate Attachment

ATTACHMENT H1 - USDOT 1050.2 Appendix A …………………………… Separate Attachment

ATTACHMENT H2 - USDOT 1050.2 Appendix E…………………………… Separate Attachment

ATTACHMENT I - VDOT DBE and SWaM Payment Compliance Report Form C-63

………………………………………….………………………………………… Separate Attachment

ATTACHMENT J - VDOT Consultant Title VI Evaluation Form.………… Separate Attachment

ATTACHMENT K - VDOT Statement of Compliance Form C-56.………… Separate Attachment

ATTACHMENT L - VDOT Mandatory Federal-Aid Professional Services RFP Provisions…….

……………………………………………………………………………….…… Separate Attachment

ATTACHMENT M - Certification Regarding Debarment………...………… Separate Attachment

ATTACHMENT N - VDOT PSC Form C-49.………………………………… Separate Attachment

I. Introduction

A. Purpose

The intent and purpose of this Request for Proposal (“RFP”), and the resulting contract, is to obtain services from qualified firms to provide Traffic and Roadway Engineering Services in accordance with the Scope of Services section of the solicitation.

B. Background

1. Projects that are assigned to the Successful Offeror(s) may cover a wide spectrum of traffic, roadway, and other engineering services, including services from related disciplines required to complete the task.

2. Funding for tasks assigned under this contract can be from County, State, or Federal resources, including but not limited to: Highway Safety Improvement Program (HSIP), Congestion Mitigation and Air Quality Improvements (CMAQ), Surface Transportation

Block Grant (STBG), Carbon Reduction Program (CRP), Community Development

Block Grant (CDBG), VDOT Revenue Sharing, SMART SCALE, Transportation

Alternative (TA), Central Virginia Transportation Authority, and local monies. Projects may include those identified and administered by various divisions of Public Works, projects created by emergency conditions, and those authorized by the Board of

Supervisors.

3. The engineering fees shall be determined for each project at the time of assignment based on the hourly rates as provided for in the Contract(s) that is awarded pursuant to this

Request for Proposal.

4. The engineering services that are described in this RFP require similar experience and expertise. The contract term will be limited to one year or when the cumulative total project fees reach the maximum amounts described below. The contract term will be one year and may be renewed for up to two additional one-year terms at the option of the

County. Fees shall not exceed $2,500,000 for any single project or a total of $10,000,000 in any one-year term of the contract.

5. Contract award is anticipated to be made to multiple Offerors. The goal is to equitably assign the projects over the contract so that the amount of award is evenly distributed between the firms with consideration given to availability of staff or area of particular expertise. The County does not guarantee that each Successful Offeror will receive similar numbers of projects/tasks or total fee amounts.

6. Work assignments shall be on an “As Needed” basis. HENRICO COUNTY RESERVES

THE RIGHT AT ALL TIMES TO PERFORM WORK IN-HOUSE OR TO AWARD

PROJECTS BASED ON A SEPARATE REQUEST FOR PROPOSAL.

7. The following are types of projects that may be typical of those awarded under this contract. These are only representative samples, and actual projects awarded under this contract could vary widely in scope as described above.

a. Traffic related projects which may include, but not necessarily be limited to: traffic studies, signal designs and modifications, Automated Traffic Management related services, corridor studies and planning, traffic operations, regional and small area analysis, models and simulation preparation and analysis, LiDAR, feasibility studies, roundabout analysis and design, safety improvements, and traffic calming initiatives.

b. Pedestrian and bike related safety and improvement projects, both on new alignments and retrofitting along established corridors.

c. Maintenance or improvement projects for roadway and other DPW assets/facilities to increase safety or facilitate more efficient operations. This may include, but is not limited to: adding turn lanes, road extensions, converting roadside ditches to curb/gutter and enclosed storm sewer, facility maintenance, drainage, and channel improvements.

d. Landscaping, lighting, and other streetscape improvement projects.

e. Provide support to County staff by investigating challenging engineering situations related to our assets, and recommending practical, cost effective solutions.

f. Augmenting County staff to provide targeted assistance or technical expertise on other ongoing projects or situations.

g. Augmenting and assisting County staff to handle emergency situations such as special projects, staff turnover and managing workloads to meet deadlines.

h. Engineering and planning support for transit and train station facilities.

i. Design-Build support services.

j. Utility relocation coordination support.

k. Right-of-way and easement acquisition assistance.

l. Preparation and assistance with grant applications.

II. Scope of Services

The Successful Offeror(s) shall perform professional engineering services as hereinafter stated which includes normal civil engineering services incidental to any and all traffic, pedestrian, roadway, and other Department of Public Works asset work. The Successful

Offeror(s) shall:

A. Perform all tasks in accordance with generally accepted professional standards and will provide the County the best possible advice and consultation within the Engineer’s authority and capacity as a professional engineer.

B. Provide a registered Professional Engineer, holding a valid licensure in the Commonwealth of

Virginia, as the project manager for all tasks assigned under this contract, and shall have a registered Professional Engineer holding a valid licensure in the Commonwealth of Virginia, review, approve, and seal all plans, specifications, and other documentation.

C. Meet with the County to determine specific scope and requirements of each task assigned under this contract.

D. Submit all plans, comment responses, special provisions, cost estimates, bid specifications, contract documents, engineering reports, environmental documents and permits, and all other requested and required submissions in accordance with applicable local, state, and federal regulations, specifications, and standards.

E. Provide all services to complete the assigned tasks, including all necessary or associated tasks within all engineering disciplines. These office and field activities may include, but not necessarily be limited to: traffic engineering, roadway design, hydraulics and hydrology, floodplain, drainage, water resources, geotechnical engineering, surveying, construction staking, construction administration and inspection services, environmental administration, environmental permitting and inspection services materials testing, structures, GIS and related technological support, public water and sanitary sewer relocations and extensions, public participation visual schematic and simulation support, VDOT and FHWA coordination, design build support, private utility relocation coordination, and right-of-way and easement acquisition assistance.

F. Attend all applicable scoping, project status, project coordination, staff review, utility review, public meetings, public hearings, pre-bid, and pre-construction meetings, providing minutes when appropriate.

G. Prepare for County signature any permit applications or environmental documents to assist the County in observing approval or maintaining compliance of such permits and applicable federal, state, and local regulations.

H. Provide scope and fees based on a time and material not to exceed basis. The County shall provide a template scope document to be followed for tasks and deliverables for each project.

I. Provide invoices shall include a breakdown of hours based on job type, a summary of work on those hours, percent complete and cost used as justification for billing purposes. Invoices shall be sent electronically for review and approval. They shall be sent to the assigned County

Project Manager and include in the subject line the word, “Invoice”.

J. Complete projects/tasks within the fees identified in the project/task assignment and shall not exceed the project’s upset limit without written authorization from the County.

K. Begin work upon receipt of Notice to Proceed.

L. At time of plan signature, provide the County with Mylars of the cover sheet and electronic digital plan files showing all plan sheets for the project in .pdf and AutoCAD formats compatible with County System. Successful Offeror may design in AutoCAD or

MicroStation, but must have capability to convert and deliver plans in AutoCAD. All plans must be prepared to be consistent with County’s GIS policy and standards.

II. County Responsibilities

The County will designate an individual to act as the County’s representative with respect to the work to be performed under this contract. Such individual shall have the authority to transmit instructions, receive information, and interpret and define the County’s policies and decisions with respect to the contract.

III. Anticipated Procurement Schedule

The following represents the timeline of the process currently anticipated by the County:

Request for Proposal Distributed July 23, 2026

Questions Due By August 14, 2026

Receive Written Proposals By August 26, 2026 at 2:00PM

Conduct Oral Interviews with Offerors September 2026

VDOT Pre-Award Audit October 2026

Negotiations Completed January 2026

Award Contract February 2026

Installation/Services Begin April 1, 2027

IV. Proposal Submission Requirements and Instructions

A. The Purchasing Division will not accept oral proposals, nor proposals received by telephone, FAX machine, email or hard copy submissions. Proposals will only be accepted through eVA.

B. The Proposal Signature Sheet (Attachment A) must accompany any proposal(s) submitted and be signed by an authorized representative of the Offeror. If the Offeror is a firm or corporation, the Offeror must print the name and title of the individual executing the proposal. All information requested should be submitted. Failure to submit all information requested may result in the Purchasing Division requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal.

C. The time proposals are received shall be determined by the time clock in eVA. Offerors are responsible for ensuring that their proposals are submitted in eVA by the deadline indicated.

D. By submitting a proposal in response to this RFP, the Offeror represents it has read and understands the Scope of Services and has familiarized itself with all federal, state, and local laws, ordinances, and rules and regulations that in any manner may affect the cost, progress, or performance of the Contract work.

E. The failure or omission of any offeror to receive or examine any form, instrument, addendum, or other documents or to acquaint itself with conditions existing at the site, shall in no way relieve any offeror from any obligations with respect to its proposal or to the Contract.

F. Trade secrets or proprietary information submitted by an offeror in connection with this procurement transaction shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Offeror must invoke the protection of this section prior to or upon submission of data or materials, and must identify the data or other materials to be protected and state the reasons why protection is necessary. An Offeror may not designate as trade secrets or proprietary information (a) an entire proposal, (b) any portion of a proposal that does not contain trade secrets or proprietary information, or (c) line item prices or total proposal prices. (Va. Code § 2.2-4342(F)). (Attachment D)

G. A proposal may be modified or withdrawn by the Offeror any time prior to the time and date set for the receipt of proposals. The Offeror shall follow the process in eVA. No proposal can be withdrawn after the time set for the receipt of proposals and for 120 days thereafter.

H. Each offeror is responsible for determining that it has received all addenda or Questions &

Answers (“Q&A”) issued by the Purchasing Division before submitting a proposal. If an addendum or Q&A is issued after an offeror has submitted a proposal response, the Offeror shall resubmit their proposal in the latest solicitation round in eVA. The County will only evaluate proposals submitted in the latest solicitation round in eVA.

I. Clarifications, Comments and Questions

The County welcomes comments regarding how the RFP and scope of services may be improved. Offerors requesting clarification, interpretation of, or improvements to the

RFP, shall submit technical questions in writing by no later than August 10, 2026. Any changes to this RFP shall be in the form of a written addendum issued by the Purchasing

Division.

J. All proposals received on time pursuant to the provisions of this RFP shall be accepted for consideration. Proposals shall be open to public inspection only after award of the Contract.

K. Refusal To Incorporate the County’s Terms Conditions, Special Contract Provisions, and Contract Documents as Part of the Contract

Offerors that take blanket exception to the RFP, the County’s General Contract Terms and

Conditions, the Special Contract Provisions, and/or the Professional Services Contract or that refuse to incorporate the County’s General Contract Terms and Conditions, the Special

Contract Provisions, the Offeror’s original proposal, and/or the Professional Services

Contract, will not be considered for contract award and their proposal will be rejected.

L. Responsible Offeror Certification

1. “Responsible offeror” means a person who has the capability, in all respects, to perform fully the contract requirements and the moral and business integrity and reliability that will assure good faith performance, and who has been prequalified, if required.

2. In determining whether an offeror is responsible, the County will consider whether the

Offeror has defaulted on any government contract in the last five years; whether any government has terminated a contract with the Offeror for cause in the last five years; and whether Offeror or any of its officers, directors, partners, or owners is currently barred from participating in any procurements by any federal, state, or local government agency.

3. As part of its proposal, the Offeror must certify that it has not defaulted on any government contract in the last five years or must explain any such default in reasonable detail. The County may deem any such explanation of default insufficient if it does not include contact information for the government on whose contract the Offeror defaulted.

4. As part of its submission, the Offeror must certify that no government has terminated a contract with the Offeror for cause in the last five years or must explain any such termination for cause in reasonable detail. The County may deem any such explanation of termination for cause insufficient if it does not include contact information for the government that terminated a contract with the Offeror for cause.

5. As part of its submission, the Offeror must certify that neither it nor any of its officers, directors, partners, or owners is currently barred from participating in any procurements by any federal, state, or local government body. If the Offeror cannot make such certification, the Offeror must explain any ban in reasonable detail. The County may deem any such explanation insufficient if it does not include contact information for the public body that barred the Offeror or the Offeror’s officer, director, partner, or owner from participating in any procurement on any federal, state, or local government body’s contract.

6. If the Offeror fails to submit certifications or explanations in accordance with this section, the Purchasing Division may require prompt submission of missing information and/or give a lowered evaluation of the proposal.

7. The Offeror must notify the County immediately if the Offeror discovers that its certification was erroneous when submitted or has become erroneous.

8. The fact that the Offeror defaulted on a government contract in the last five years; the fact that a government terminated a contract with the Offeror for cause in the past five years;

or the fact that the Offeror or any of its officers, directors, partners, or owners has been barred from bidding on contracts by any federal, state, or local government body will not necessarily result in the County deeming the Offeror nonresponsible.

9. If it is later determined that the Successful Offeror knowingly made a false certification, the County may terminate the contract for cause.

V. Proposal Response Format

A. Offerors shall submit a written proposal that presents the Offeror’s qualifications and understanding of the work to be performed. Offerors must address each evaluation criterion and be specific in presenting their qualifications. The proposal should provide all the information considered pertinent to the Offeror’s qualifications for this project.

B. The Offeror should include in its proposal the following:

1. Table of Contents

All pages are to be numbered.

2. Tab 1 – Introduction and Signed Forms

In this tab, the following items should be provided:

a. Cover Letter – On company letterhead, signed by a person with the corporate authority to enter into contracts in the amount of the proposal.

b. Proposal Signature Sheet – Attachment A

c. Business Classification Form – Attachment B

d. Virginia State Corporation Commission Registration Information – Attachment C

e. Proprietary/Confidential Information – Attachment D

f. Firm Data Sheet for Compliance – Attachment G

g. USDOT 1050.2 Appendix A – Attachment H1

h. USDOT 1050.2 Appendix E – Attachment H2

i. VDOT DBE and SWaM Payment Compliance Report Form C-63 – Attachment I

j. VDOT Consultant Title VI Evaluation Form - Attachment J

k. DBE Policy Statement - Attachment K

l. Certification Regarding Debarment – Attachment M

m. C-49 PSC Form – Attachment N

3. Tab 2 – Statement of the Scope

In this tab, offerors, in concise terms, shall state their understanding of the Scope of

Services requested by this RFP in Section II.

4. Tab 3 – Default, Termination and Barred Certification Statement

Pursuant to Section V, Items L(3), L(4) and L(5), in this tab, offerors shall certify (i) that it has not defaulted on any government contract in the last five years, (ii) that no government has terminated a contract with the Offeror for cause in the last five years, and

(iii) that neither it nor any of its officers, directors, partners, or owners is currently barred from participating in any procurements by any federal, state, or local government body. If any of the aforementioned certifications cannot be made, offerors must explain in reasonable detail.

5. Tab 4 - Offeror Qualifications, Experience and Resumes

In this tab, Offerors should demonstrate the Offeror’s and their staff’s, qualifications, and experience in providing the services as requested in this Request for Proposal. Submit current resumes of any staff that will be providing the services to the County. Offerors should provide, at a minimum, documentation demonstrating that they are regularly engaged in professional engineering services in Virginia for no less than three (3) years.

Documentation should include a list of projects that the Offeror completed or is currently working with the following information provided:

a. Description of scope and nature of project;

b. Contact persons and telephone numbers;

c. Project design and construction timetables with details provided regarding the ability to meet design and construction schedules;

d. Project design and construction budgets with details provided regarding the ability to work within budget constraints; and

e. The number of construction change orders and resultant time and cost impact.

If subconsultants are to be utilized, provide similar documentation to what has been requested of the Offeror in this section.

Additionally, the Offerors should provide information regarding current and future workload with particular reference to personnel and other resources being proposed.

Offerors should also provide evidence of knowledge of Henrico County Plan of

Development standards, local conditions, and all pertinent codes and regulations.

6. Tab 5- References

In this tab, Offerors should include a minimum of three (3) references where the Offeror has provided services similar to the services being solicited in this Request for Proposal.

The information provided should include a contact person’s name, position, up-to-date telephone number and email address, the company for which the contact person worked, and the time period of the services performed.

7. Tab 6- Project Approach/ Implementation of Services

In this tab, Offerors should demonstrate their knowledge and understanding of the scope of work requested in this Request for Proposal as demonstrated in Section III. Offerors should provide, in detail, their approach to fulfilling the scope of services being solicited by this RFP and demonstrate their compliance with the requirements of the Scope of

Services. If subconsultants are to be utilized, provide the services that they will be providing.

Additionally, Offerors should provide a proposed project schedule identifying the different elements of this project. Offerors should demonstrate how they plan to quickly respond to work assignments, including but not limited to multiple work assignments concurrently.

Offerors should provide how they will be able to complete the work assignments on an accelerated schedule and how they complete all necessary tasks within all engineering disciplines.

8. (if needed) Tab 7 – Assumptions

In this tab, offerors shall list any assumptions made when responding to this RFP.

9. (if needed) Tab 8 – Appendices

Optional for offerors who wish to submit additional material that will clarify their response.

C. Cost and Pricing.

1. No Price Proposal.

Pursuant to VA Code § 2.2-4302.2, this Request for Proposal does not request that the

Offeror furnish estimates of man- hours or costs for services within the Offeror’s proposal.

2. Negotiation of Pricing Arrangements.

Offeror(s) selected for final contract negotiation and award through the evaluation process will be requested to submit a price proposal. The price proposal shall provide specific cost information as may be detailed in the negotiations phase notification or price proposal request that will be sent to the selected Offeror(s). The price proposal shall be due within the time specified in the request. The Offeror shall not be required to, nor should they submit billing rates, estimates of man-hours or other information pertaining to costs of services until requested by the County in the contract negotiation stage.

VI. Proposal Evaluation / Selection Process

A. Selection of the Successful Offeror will be based upon submission of proposals meeting the selection criteria. The minimum selection criteria will include:

Evaluation Criteria Weight

Functional Requirements 40

(In accordance with Section V, Items B(3), B(7), B(8) and B(9) this criterion considers the Offeror’s proposal have met the requirements relative to the services solicited by this RFP as specified in Section II.)

Project Approach/Implementation of Services 25

(In accordance with Section V, Item B(7), this criterion considers the

Offeror’s project approach and plan to implement the services relative to the services solicited by this RFP as specified in Section II.)

Experience and Qualifications 30

(In accordance with Section V, Item B(5) and B(6), this criterion considers the Offeror’s qualifications, experience, resumes and references of the overall Offeror and staff assigned relative to the services solicited by this RFP as specified in Section II. In accordance with Section VI, Item B(4), this criterion also considers the Offeror’s default, termination and barred status.)

Quality of Proposal Submission / Oral Presentation 5

This criterion considers the overall quality of the Offeror’s proposal submitted and any oral presentations required.

Total 100

B. The County intends to award a contract to multiple offerors.

For professional services, the County shall conduct simultaneous negotiations. The County shall engage in discussions with two or more Offerors deemed fully qualified, responsible and suitable on the basis of initial responses and with emphasis on professional competence, to provide the required services. The County may conduct repetitive informal interviews. The Offerors shall be encouraged to elaborate on their qualifications and performance data or staff expertise pertinent to the proposed project, as well as alternative concepts. At the discussion stage, the County may discuss nonbinding estimates of total project costs, including, but not limited to, life-cycle costing, and where appropriate, nonbinding estimates of price for services. For architectural or engineering services, the

County shall not request or require Offerors to list any exceptions to proposed contractual terms and conditions, unless such terms and conditions are required by statute, regulation, or ordinance until after the qualified Offerors are ranked for negotiations. At the conclusion of discussions, on the basis of evaluation factors published in the Request for Proposal and all information developed in the selection process to this point, the County shall identify two or more Offerors whose professional qualifications and proposed services are deemed meritorious. Negotiations shall then be conducted with those selected. If contracts satisfactory and advantageous to the County can be negotiated at prices considered fair and reasonable and pursuant to contractual terms and conditions acceptable to the County, the awards shall be made to those Offerors.

VII. General Contract Terms and Conditions

A. Annual Appropriations1

The contract resulting from this procurement (“Contract”) shall be subject to annual appropriations by the Henrico County Board of Supervisors. Should the Board fail to appropriate funds for this Contract, the Contract shall be terminated when existing funds are exhausted. The Successful Offeror (“Successful Offeror” or “Contractor”) shall not be entitled to seek redress from the County or its elected officials, officers, agents, employees, or volunteers should the Board of Supervisors fail to make annual appropriations for the Contract.

B. Antitrust

By entering into a contract, the Successful Offeror conveys, sells, assigns, and transfers to the

County of Henrico, Virginia all rights, title and interest in and to all causes of action it may

1 Mandatory contract provision. Any proposal that takes exception to this provision, whether in part or in whole, may be rejected and not considered.

now have or hereafter acquire under the antitrust laws of the United States and the

Commonwealth of Virginia, relating to the particular services purchased or acquired by the

County under the contract.

C. Artificial Intelligence Systems Clause

The following terms apply to any artificial intelligence system, as defined in the Advancing

American AI Act, section 7223(4) of Pub. L. 117-263 (“AI System”) provided or used in the

Successful Offeror’s performance of this contract.

1. If the Successful Offeror will provide or use an AI System owned and/or operated by a third party (“Service Provider”) in the Successful Offeror’s performance of this contract, the Successful Offeror is responsible for ensuring that the AI System conforms with this clause and the County’s Artificial Intelligence (AI) Policy found at:

https://employees.henrico.gov/employment/policies/section13/#1309. All AI Systems must conform to Virginia and federal law.

2. The County retains full ownership of, and will own, all data, information, personally identifiable information, or content (collectively, “Data”) submitted to the AI System by, or on behalf of, the County, including but not limited to user prompts, queries, instructions, system prompts, source data, documents, knowledge bases, and any other information or content submitted to the AI System by, or on behalf of, the County.

3. The County retains full ownership of, and will own, all Data generated by the AI System with County Data or County usage context, including but not limited to responses, results, analyses, anonymized data, derivative data, metadata, logs, synthetic data, and any other output or action produced by the AI System but excluding technical system-level data that contains no County Data or County usage context, such as performance metrics, token counts, and processing times.

4. The County retains full ownership of, and will own, all Custom Developments. The

Successful Offeror and Service Provider must dedicate Custom Developments to the

County’s exclusive use and treat Custom Developments (and all associated Data) as the

County’s confidential information. The Successful Offeror and Service Provider must not use, reproduce, or derive benefit from Custom Developments for any other purpose, or for any other party, without express written authorization from the County’s Department of Information Technology. The term “Custom Developments” means any design of or modifications, customizations, configurations, or enhancements to AI Systems or associated implementations or workflows, and any related work product or deliverables, in each case developed specifically for the County under this contract, including any modifications, customizations, configurations, or enhancements to AI Systems, or models as a result of model training or fine-tuning. The term “Custom Developments” excludes any background intellectual property existing prior to entry into this contract or developed independently by the Successful Offeror or Service Provider without use of or reference to the County’s confidential information or design specifications during the term of this contract.

5. The Successful Offeror must use the County’s Data only to perform the specific requirements of the contract; provide technical support and maintenance as required to perform this contract; and provide such other services as may be expressly authorized in writing by the County’s Department of Information Technology. County Data and

County usage context must not be used to train the AI System or models.

https://employees.henrico.gov/employment/policies/section13/#1309

6. To the extent the Successful Offeror or Service Provider obtains any intellectual property rights in County Data, or any improvements, enhancements, feedback, or derivative works thereof, the Successful Offeror assigns and transfers all such rights to the County effective immediately upon creation.

7. The Successful Offeror grants to the County an irrevocable, royalty-free, non-exclusive license to use the AI System for the duration of this contract for any lawful County purpose. This license includes the right to (i) operate and access the AI System through agreed-upon methods; (ii) input and receive Data; (iii) allow authorized County personnel and contractors to use the AI System; and (iv) integrate the AI System with the County’s systems as necessary for any lawful County purpose (except that County systems may not be connected to AI Systems without prior written approval from the County’s

Department of Information Technology). The AI System must not refuse to produce outputs or conduct analyses based on the Successful Offeror’s or Service Provider’s discretionary policies. This requirement does not require retraining of the model or alteration of model weights.

8. The Successful Offeror and Service Provider must implement reasonable technical, administrative, physical, and organizational safeguards to protect County Data from loss, damage, destruction, unauthorized alteration, or corruption, and prevent its unauthorized, accidental, or unlawful access, disclosure, use, or processing.

9. The Successful Offeror and Service Provider must implement “eyes off” Data handling procedures that restrict human review of County Data except as strictly necessary to provide the AI System for performance of this contract or respond to incidents (including ensuring that any human access to County Data must be logged, justified, and limited to the minimum necessary for functionality), and such access must be transparently logged and visible to the County.

10. The Successful Offeror and Service Provider must comply with the following Data localization requirements. The Successful Offeror and Service Provider (i) must not remove or allow removal of any County Data from the agreed-upon premises or authorized services and (ii) must not transmit, store, take, or access County Data, or allow

County Data to be transmitted, stored, taken, or accessed by any means outside the agreed-upon premises or authorized services, without express written consent from the

County’s Department of Information Technology.

11. The Successful Offeror and Service Provider must implement and maintain appropriate technical and organizational measures to ensure that all County Data is logically segregated from the Data of any non-County customer or client and not commingled with

Data of other customers or clients, and the Successful Offeror and Service Provider must provide adequate defense in depth through access controls, policy enforcement points, labeling, and/or encryption mechanisms and must perform continuous monitoring to protect against unauthorized access by external and internal threat actors, third parties, or disclosure resulting from human or machine error.

12. Upon completion, termination, or expiration of the contract, unless otherwise directed by the County in writing, the Successful Offeror and Service Provider must securely delete all County Data and any Custom Developments from the AI System and all its other systems and all copies, backups and derivatives thereof, and certify deletion to the

County in writing.

13. The County retains full ownership of, and will own, all feedback provided by the County to the Successful Offeror and/or Service Provider with respect to the AI System or

Custom Developments, regardless of whether feedback is provided by County personnel, the Successful Offeror, Service Provider, or through automated processes. If feedback includes County Data and/or confidential information, such feedback may not be used for system improvement or any other purposes (other than the performance of this contract).

14. The Successful Offeror must:

a. Disclose to the County all AI Systems used in performance of this contract.

b. Use only AI Systems developed and produced in the United States and that host all applications and data in the United States. The use of foreign AI Systems in the performance of this contract, including any AI components manufactured, developed, or controlled by non-U.S. entities, is prohibited.

c. Provide a means for the County to implement human oversight, intervention, and traceability (including disclaimers that the content was generated by an AI System).

If the AI System uses intermediary processing (such as reasoning, retrieval, or agentic processes), the AI System must summarize intermediary steps from Data input to Data output and make this information accessible through Data output, audit trail, and the user interface, if applicable. At a minimum, the AI System must provide

(i) summarized intermediate processing actions and decision points; (ii) model routing decisions with accompanying rationale; and (iii) retrieval methods employed, including complete source attribution with direct links and relevant excerpts from materials used in response generation.

d. Comply with Virginia’s security breach laws (including §§ 18.2-186.6 and 32.1-

127.1:05 of the Code of Virginia) in the event of any confirmed or suspected security incident.

D. Assignment of Contract

A contract shall not be assignable by the Successful Offeror in whole or in part without the written consent of the County.

E. Authorization to Transact Business in the Commonwealth1

1. 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 or other business form must 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.

2. An Offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 of the Code of Virginia must include in its proposal the identification number issued to it by the State Corporation Commission (Attachment C).

Any Offeror that is not required to be authorized to transact business in the

Commonwealth as a foreign business entity under Title 13.1 or Title 50 of the Code of

Virginia or as otherwise required by law must include in its proposal a statement describing why the Offeror is not required to be so authorized.

3. An Offeror described in subsection 2 that fails to provide the required information shall not receive an award unless a written waiver is granted by the Purchasing Director, his designee, or the County Manager.

4. Any falsification or misrepresentation contained in the statement submitted by the

Offeror pursuant to Title 13.1 or Title 50 of the Code of Virginia may be cause for debarment by the County.

5. Any business entity described in subsection 1 that enters into a contract with a public body must not allow its existence to lapse or allow its certificate of authority or registration to transact business in the Commonwealth if so required by Title 13.1 or Title

50 of the Code of Virginia to be revoked or cancelled at any time during the term of the contract.

F. Award of the Contract

1. The County reserves the right to reject any or all proposals and to waive any informalities.

2. The Successful Offeror must, within fifteen (15) calendar days after Contract documents are presented for signature, execute and deliver to the Purchasing office the Contract documents and any other forms or bonds required by the RFP.

3. Notice of award or intent to award may also appear on the Purchasing Office website:

http://henrico.gov/finance/divisions/purchasing/.

G. Changes to the Contract

The parties may agree in writing to modify the terms, conditions, or scope of the Contract.

Any additional services to be provided shall be of a sort that is ancillary to the Contract services, or within the same broad service category as included in the Contract award. Any increase or decrease in the price of the Contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the

Contract.

H. Collusion1

By submitting a proposal in response to this Request for Proposal, each Offeror represents that in the preparation and submission of this proposal, the Offeror did not, either directly or indirectly, enter into any combination or arrangement with any person, Offeror or corporation or enter into any agreement, participate in any collusion, or otherwise take any action in the restraint of free, competitive bidding in violation of the Sherman Act (15 U.S.C. § 1 et seq.)

or Section 59.1-9.1 through 59.1-9.17 or Sections 59.1-68.6 through 59.1-68.8 of the Code of

Virginia.

I. Compensation

1. The Successful Offeror must submit a complete itemized invoice for services that are performed under the Contract. The Successful Offeror must include a unique identifying invoice number on each invoice. The County shall pay the Successful Offeror for satisfactory compliance with the Contract within forty-five (45) days after receipt of a proper invoice.

2. The County encourages the Successful Offeror to receive payments via ACH. The

County utilizes a third-party payment network powered by Bank of America called

Paymode-X. This network allows the County to make ACH payments to vendors without retaining any financial information of that business. If interested, the Successful Offeror should visit https://www.paymode.com/henricocounty to register or for more information. The Successful Offeror should register each payment address where ACH payments will be received. Once registered with Paymode-X, the verification process takes up to two weeks before ACH payments begin. All payments until then are issued via check.

http://henrico.gov/finance/divisions/purchasing/ https://www.paymode.com/henricocounty

J. Controlling Law and Venue

The Contract will be made, entered into, and shall be performed in the County and shall be governed by the applicable laws of the Commonwealth of Virginia without regard to its conflicts of law principles. Any dispute arising out of the Contract, its interpretations, or its performance shall be litigated only in the Henrico County General District Court or the Circuit Court of the

County of Henrico, Virginia.

K. County License Requirement1

If a business is located in the County, it is unlawful to conduct or engage in the business without obtaining a business license. If your business is located in the County, include a copy of your current business license with your proposal submission. If your business is not located in the County, include a copy of your current business license with your proposal submission. If you have any questions, contact the Business Section, Department of

Finance, County of Henrico, telephone (804) 501-4310.

L. Drug-Free Workplace to be Maintained by the Contractor (VA. Code §2.2-4312)1

1. 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.

2. 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 the Virginia Public Procurement Act, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

M. Employment Discrimination by Contractor Prohibited1

1. Contractor certifies to the County of Henrico, Virginia that it will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia

Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians

With Disabilities Act, the Americans With Disabilities Act and § 2.2-4311 of the Virginia

Public Procurement Act. If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1E). During the performance of this Contract, the Contractor agrees as follows (Va. Code § 2.2-4311):

a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the

Contractor. 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.

2. The Contractor will include the provisions of the foregoing subparagraphs (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.

N. Employment of Unauthorized Aliens Prohibited1

As required by Virginia Code §2.2-4311.1, the Contactor does not, and shall not during the performance of this agreement, in the County of Henrico, Virginia knowingly employ an unauthorized alien as defined in the Federal Immigration Reform and Control Act of 1986.

O. Environmental Management

The Successful Offeror must comply with all applicable federal, state, and local environmental regulations. The Successful Offeror is required to abide by the County’s

Environmental Policy Statement:…