842510engHyat.pdf

Date:

August 28, 2026

RFP # DPW26-002

Request for Proposal

On-Call Transportation Engineering & Design

City of Hyattsville

4310 Gallatin Street Hyattsville, MD 20781

City of Hyattsville – RFP

Table of Contents

REQUESTS FOR PROPOSALS

BACKGROUND AND OBJECTIVE

RECORDS & REPORTS

PRE-PROPOSAL MEETING

SCOPE OF PROPOSAL

AMERICANS WITH DISABILITIES ACT (ADA) AKNOWLEDGEMENT

COMPENSATION FOR SERVICES (FEE)

EVALUATION CRITERIA AND SELECTION PROCEDURES

GENERAL CONDITIONS FOR PROPOSALS

SUBMISSION OF PROPOSALS

PROPOSAL DOCUMENTS

EVALUATIONS OF PROPOSALS AND AWARD OF CONTRACT

PRICE TO REMAIN VALID

AMENDMENT OR CANCELLATION OF THE RFP

PROPOSAL MODIFICATIONS

SUSPENSION AND/OR DEBARMENT

PRESENTATION OF SUPPORTING EVIDENCE

ERRONEOUS DISBURSEMENT OF FUNDS

PROPOSAL PREPARATION COSTS

THIS SOLICITATION IS NOT A CONTRACT

SUB-CONTRACTORS

CODES AND STANDARDS

SEQUENCING AND SCHEDULING

LIQUIDATED DAMAGES

LEGAL TERMS

PROPOSAL DOCUMENTS

Appendix (A) – City of Hyattsville Sample Contract Form

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REQUESTS FOR PROPOSALS

The City of Hyattsville, Maryland invites sealed responses to this Request for Proposal (RFP) # DPW26- 002 On-Call Transportation Engineering and Design.

BACKGROUND AND OBJECTIVE

The City of Hyattsville Department of Public Works (DPW) provides all engineering and design services for all the City’s departments. Specifically, DPW maintains all City-owned property and rights-of-way, and from time to time needs to perform engineering analysis, evaluation, and design as well as overseeing the implementation of said work.

The purpose of this solicitation is for the City to select no more than two (2) RFP Respondents (hereafter referred to as “Contractor(s)”) that provide the best price and responsiveness as selected by City Staff. The Contractor(s) selected will work according to all Federal, State, and local requirements and using industry accepted best practices to prepare Transportation Engineering and Design as per the scope that follows.

The City will select no more than two (2) Contractor(s) for this RFP according to the following proposed schedule.

RFP Solicitation Schedule:

August 28, 2026: Solicitation September 10, 2026: Mandatory Pre-proposal Meeting at 11:30AM September 14, 2026: Questions Due by 5:00PM September 28, 2026: Proposals Due at 5:00PM September 29, 2026: Proposals Opened at 2:00PM October 9, 2026: Notification of Intent to Award

These durations and dates are for information purposes only and the owner reserves the right to revise any of the durations and to terminate and/or to not initiate any and/or all the solicitation steps.

RECORDS & REPORTS

The City will require the Contractor to maintain an original set of records on work performed including daily reports, delivery tickets, testing reports, certifications, and any other documents as may be required in performance of this work. The City will be provided a duplicate set of records, but upon request may require the Contractor to provide specific records for confirming City records or use in litigation.

PRE-PROPOSAL MEETING

There will be a mandatory pre-proposal meeting on Thursday September 10, 2026 at 11:30AM. The meeting will be held via Zoom, and the link will be made available on the City’s website.

SCOPE OF PROPOSAL

The objective of this solicitation is for the City to identify and select up to two (2) Contractors to perform transportation engineering and design on a project-by-project basis, as needed by DPW. The selected Contractor(s) shall furnish all personnel with the correct licenses, certifications, etc., as required to https://www.hyattsville.org/865/Bids-RFPs

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Projects that may be assigned include:

• Performing a parking analysis

• Designing roadway sections

• Designing traffic calming

• Reviewing existing stormwater flows and designing modifications or improvements

• Evaluating proposals from others and providing expert analysis to City Staff

• Determining permit requirements and completing permit applications, etc.

This list is not intended to be a complete listing of projects and is solely provided to give examples of the type of services requested by DPW over the previous 3 years.

AMERICANS WITH DISABILITIES ACT (ADA) AKNOWLEDGEMENT

The Contractor, in performance of this public works construction project, or where there is an ADA component involved, acknowledges that it is acting on behalf of the City and warrants to the best of its professional information, knowledge, and belief that its design, product, and/or completed infrastructure, will conform to, and comply with, the applicable provisions of the Americans with Disabilities Act.

COMPENSATION FOR SERVICES (FEE)

The City intends to enter a service contract for the proposed project term. Compensation for the services rendered will be based upon a not-to-exceed contract, the value of which will be determined by DPW and the selected Contractor. The Contract will be for 3 years with two (2) 1-year options to be executed at the City’s discretion.

EVALUATION CRITERIA AND SELECTION PROCEDURES

Evaluation Criteria:

Evaluation of Contractor(s) will be based upon the complete submission of the required Proposal package.

Incomplete packages may be eliminated from further consideration.

Selection Procedures:

Selection of successful Contractor will be based upon the following:

• Proposal Price

• History of projects of similar scope

• Availability of equipment and personnel to complete the project within the allotted time

• History of working with the City of Hyattsville

GENERAL CONDITIONS FOR PROPOSALS

Failure to read the RFP and comply with its instructions will be at the Contractor’s own risk. Corrections and/or modifications received after the closing time specified in this RFP will not be accepted. The proposal must be signed by a designated representative or officer authorized to bind the Contractor contractually. Submission of a signed proposal to the City will be interpreted to indicate the Contractor’s willingness to comply with all terms and conditions set forth the herein.

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SUBMISSION OF PROPOSALS

The Proposals will be received by the City Clerk, no later than 5:00 pm, Monday September 28, 2026 and shall be mailed or hand delivered to:

The City of Hyattsville 4310 Gallatin Street Hyattsville, Maryland 20781 Attn: Nate Groenendyk, City Clerk

For additional information regarding the services specified in this request for proposals, contact Dealon Lacroix, DPW Chief Administrative Officer in writing by email at dlacroix@hyattsville.org. Questions specific to this solicitation will be accepted until 5:00 PM on Monday September 14, 2026.

PROPOSAL DOCUMENTS

A Contractor responding to this RFP must submit the Proposal Documents included at the end of this document. Failure to comply with these requirements may result in a disqualification of the Contractor.

The City will base the selection of a Contractor on documentation submitted in the Proposal Documents.

Applicants must submit 3 total copies of their Proposal. These copies must adhere to the following format: one (1) bound, one (1) unbound and one (1) digital pdf copy of the proposal on a USB drive. Each Contractor will be evaluated, rated and/or ranked, based on information provided in their Proposal.

EVALUATIONS OF PROPOSALS AND AWARD OF CONTRACT

The Proposals will be publicly opened and read on Tuesday September 29, 2026 at 2:00PM v ia a public Zoom meeting. Link will be available on the City’s website.

Proposals from all Contractors meeting the minimum qualifications detailed in this solicitation will be reviewed and evaluated.

The City reserves the right to reject all RFP submissions and further reserves the right to re-issue the

RFP.

PRICE TO REMAIN VALID

All Proposals must be valid for a period of 120 days from the due date of the RFP.

AMENDMENT OR CANCELLATION OF THE RFP

The City of Hyattsville reserves the right to cancel, amend, modify or otherwise change this application process at any time if it deems to be in the best interest of the City of Hyattsville to do so.

https://www.hyattsville.org/865/Bids-RFPs

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PROPOSAL MODIFICATIONS

No additions or changes to any Proposals will be allowed after the application due date, unless such modification is specifically requested by the City of Hyattsville. The City, at its option, may seek retraction and/or clarification by an applicant regarding any discrepancy or contradiction found during its review of applications.

SUSPENSION AND/OR DEBARMENT

Developers, Contractors, Companies or Sub-Contractors which are either suspended or debarred from performing work by the State of Maryland or within Prince George’s County, Maryland are prohibited from applying under this Program. A Contractor that submits a proposal that is found to have been suspended and/or debarred from conducting business within Prince George’s County, Maryland, such developer will be reported to the State’s Attorney General and Comptroller’s Office.

PRESENTATION OF SUPPORTING EVIDENCE

Contractors responding to this solicitation must be prepared to provide substantiation of any experience, performance, ability and/or financial sureties claimed in their Proposal that the City of Hyattsville deems to be necessary or appropriate.

ERRONEOUS DISBURSEMENT OF FUNDS

The City of Hyattsville reserves the right to correct any inaccurate awards of monies under this Program made to an applicant. This may include, in extreme circumstances, revoking an award of funds made under this program to an applicant subsequently awarding those funds to another applicant.

PROPOSAL PREPARATION COSTS

Contractors are responsible for all costs and expenses incurred in the preparation of a Proposal to respond to this solicitation.

THIS SOLICITATION IS NOT A CONTRACT

This solicitation is not a contract and will not be interpreted as such.

SUB-CONTRACTORS

The Contractor submitting a proposal certifies and warrants that all payments of fees charged by any sub- Contractors pursuant to that contract are the sole responsibility of the Contractor.

CODES AND STANDARDS

Comply with all Federal, Maryland, and Hyattsville regulations, codes, and standards for construction.

No work is to occur between the hours 7:00 P.M. and 7:00 A.M Monday through Friday or anytime on Saturday and Sunday. All work, including emergencies, during these hours require written permission from

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DPW Director.

In performance of this project, or where there is an ADA component involved, the Contractor acknowledges that it is acting on behalf of the City and warrants to the best of its professional information, knowledge, and belief that its design, product, or completed infrastructure, will conform to, and comply with, the applicable provisions of the Americans with Disabilities Act.

SEQUENCING AND SCHEDULING

Upon acceptance of the Proposal and execution of a contract, the Contractor shall begin work within 10 calendar days of the date of a notice to proceed. The deadline shall be spelled out in the notice to proceed.

The City shall facilitate the Contractor’s work by providing reasonable access to all work areas. The City shall facilitate the Contractor’s services program by providing access to the project premises during both regular business hours and, as is necessary, at other times so that the Contractor can conduct both regular, scheduled maintenance and any special service(s).

LIQUIDATED DAMAGES

There will be no liquidated damages for this RFP.

LEGAL TERMS

It is the policy of the City of Hyattsville that all legal disputes are heard in a court of law in Prince George’s County, Maryland, and that each party is responsible to pay for the cost of their own legal fees.

The City of Hyattsville will not agree to terms that are not consistent with this policy.

END OF RFP

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PROPOSAL DOCUMENTS

In order to qualify for this Project, Contractors must submit all information requested in the following pages.

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CONTRACTOR INFORMATION

Proposals must adhere to the format of these Proposal forms and content of this RFP. Proposals will not be evaluated unless all parts of the Proposal form are submitted in a complete package. The information set forth is the minimum required in order to qualify for consideration.

Firm Name

Address

City, State, Zip

Contact Person

Phone Number

Email Address

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PROPOSAL RATE SHEET

In compliance with your Request for Proposals, we propose to furnish all materials, labor, equipment and services, necessary to complete the work as outlined in the Scope, per the pricing stated below:

Item Position / Description Hourly Rate

Principal

Senior Transportation Engineer

Transportation Engineer

CAD Technician

5 Designer

Contractor will be only paid for work that is authorized, inspected, and accepted by the City.

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PROPOSAL FORM PRICE AUTHORIZATION

By signing this Proposal form, such action certifies that the Contractor has personal knowledge of the following:

That said Contractor has examined the RFP and specifications, carefully prepared the Proposal form, and has checked the same in detail before submitting said Proposal; and that said Contractor, or the agents, officers, or employees thereof, have not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive Proposing in connection with this Proposal.

That all said work will be performed at the Contractor's own proper cost and expense. The Contractor will furnish all necessary materials, labor, tools, machinery, apparatus and other means of construction in the manner provided in the applicable specifications, and at the time stated in the contract.

The undersigned, being a reputable Contractor and having submitted the necessary pre-qualification forms, hereby submits in good faith and in full accordance with all specifications, attached or integral, his/her Proposal:

Name of Contractor

Authorized Signature

Name and Title of Signatory

Date

Type of Organization (circle One): Corporation Partnership Proprietorship

SEAL:

(If corporation)

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SAMPLE PROPOSAL

For the purposes of this proposal, see the sample task scope of work listed below. Determine the required effort and complete the proposal rate sheet that follows.

Study existing conditions and propose two (2) improvement scenarios to the section of Hamilton Street between Queens Chapel Road and Jamestown Road. All scenarios should:

- Utilize a complete streets approach that is context specific and considers elements such as sidewalks, bicycle lanes, crossing opportunities, median islands, accessible pedestrian signals, curb extensions, streetscapes, and landscape treatments.

- Prioritize enhancing connectivity and accessibility between the neighboring community and the West Hyattsville Metro Station.

- Ensure safe and adequate accommodation and consider all users of the transportation system including pedestrians, bicyclists, public transportation users, children, older adults, individuals with disabilities, and motorists.

All scenarios and recommended treatments should reference resources such as National Association of Transportation Officials Guides, FHWA Proven Safety Countermeasures as informed by field observations and existing conditions analysis.

Please include the following steps in your estimate.

1 Project Kickoff and Ongoing Management

1.1 Scheduling kickoff and biweekly project check-ins through the duration of the project (virtual) 2 Existing Conditions Assessment and Conceptual Design (30%)

2.1 Perform field visit and traffic data collection

2.2 Develop existing conditions memo

2.3 Prepare concept (30%) plans and planning-level cost estimates

2.4 Generate public meeting materials and attendance at one public meeting

2.5 QA/QC Review and semi-final submission

3 Final Plans, Specifications, and Estimate Preparation

3.1 Prepare sealed plans, specifications, and opinion of probable cost

3.2 Optional task: additional public meeting and generation of supporting materials

3.3 QA/QC Review and final submission

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SAMPLE SCOPE OF WORK PROPOSAL RATE SHEET

In compliance with your Invitation to Proposal, we propose to furnish all materials, labor, equipment, and services necessary to complete the work as outlined in the Scope, per the pricing stated below:

Item Approximate Quantity Unit Position Hourly Rate Proposal Amount

1 Hour

2 Hour

3 Hour

Proposal Total

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INSURANCE REQUIREMENT

Submit a certificate of Insurance from your insurance agent or insurance company that evidences your company's ability to obtain the following minimum insurance requirements. Attach and label as Exhibit 1.

1. Workers Compensation Coverage A:

Statutory

Coverage B:

$500,000 Bodily Injury by Accident for Each Accident

$500,000 Bodily Injury by Disease for Policy Limit

$500,000 Bodily Injury by Disease for Each Employee

2. Commercial Auto Liability Insurance for All Owners, Non-Owned and Hired Autos.

$1,000,000 Combined Single Limit for Bodily Injury and Property Damage

Liability

3. Commercial General Liability Insurance $2,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury Limit $1,000,000 Combined Single Limit Bodily Injury & Property Damage - Each

Occurrence $50,000 Fire Legal Limit $5,000 Medical Payment

4. Umbrella/Access Liability Insurance $2,000,000 Each Occurrence

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COMPANY BACKGROUND

Company Name

Main Office Location

Year Founded

Project Manager Name

Project Manager Phone

Project Manager Email

Years of Experience

Has the company ever operated under another name? If yes, what name?

Do you have the equipment and staff available to start within 10 days of notice to proceed?

If no to the previous question, how long would it take to have the equipment and staff available?

Has the company ever done work with the City of Hyattsville? If yes, when and what type of work.

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REFERENCES

Complete and submit the following for three (3) projects of similar nature as the project specified. Make copies and/or attach additional pages as needed.

Name of Project

Owner of Project

Address of Project

Contact Person

Phone Number

Email address

Description of work

Comments

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Appendix (A) – City of Hyattsville Sample Contract Form

Form Contract

CONTRACT FOR INSERT TITLE/PURPOSE

[CONTRACTOR NAME]

CITY OF HYATTSVILLE, MARYLAND

THIS AGREEMENT, hereinafter referred to as “Agreement,” is made this day of

202 , by and between the CITY OF HYATTSVILLE, a municipal corporation of the State of Maryland, located at , 4310 Gallatin Street Hyattsville, MD 20781hereinafter referred to as “the City,” and [CONTRACTOR], a [description of Contractor’s type of business] located at CONTRACTOR ADDRESS , hereinafter referred to as “Contractor,” and both collectively referred to hereinafter as “the Parties.”

RECITALS

WHEREAS, [Insert multiple WHEREAS clauses providing the factual background underlying the Agreement, including any City solicitation of bids/proposals].

WHEREAS, the City desires to retain Contractor to assist it in [insert a description of the activities required], hereinafter referred to as the “Project;” and

WHEREAS, the Mayor and City Council, by enacting Ordinance No. 2024 - 0 1 , have authorized the City Administrator to enter into this Agreement in pursuit of the Project. [This WHEREAS clause may be removed if the Council is not required to authorize the Agreement, under Chapter 6 Article I of the Hyattsville Code.]

TERMS

NOW, THEREFORE, in consideration of the mutual promises of the Parties, and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. SCOPE OF SERVICES

1.1. During the term of this Agreement, Contractor agrees that it will have the following responsibilities with respect to the Project:

1.1.1. [Insert subsections concerning the activities required under the Project]

1.2. The Project shall also include all other work as reasonably and additionally required by the City and agreed to by Contractor. Any such work shall be reduced to written form and will require the Parties to execute a modification to this Agreement as set forth in Section 5 of this Agreement.

SECTION 2. PERIOD OF PERFORMANCE

2.1. The effective term for this Agreement is for , commencing upon the execution of this Agreement.

2.2. By agreement of the Parties, this Agreement may be renewed or extended for up to

( ) additional one-year terms following the expiration of the initial term of this Agreement. Continuation of Contractor’s performance under this Agreement beyond the initial term is contingent upon, and subject to, the appropriation of funds and encumbrance of those appropriated funds for payments under this Agreement. If funds are not appropriated and encumbered to support continued Contractor’s performance in a subsequent fiscal period, Contractor’s performance must end, without further cost to the City, upon the receipt of notice from the City. Contractor acknowledges that the City Administrator has no obligation to recommend, and the City Council has no obligation to appropriate, funds for this Agreement in subsequent fiscal years. Furthermore, the City has no obligation to encumber funds to this Agreement in subsequent fiscal years, even if appropriated funds may be available. Accordingly, for each subsequent contract term, Contractor must not undertake any performance under this Agreement until Contractor receives a purchase order or contract amendment from the City that authorizes Contractor to perform work for any subsequent term of this Agreement. [Only retain this clause if renewal or extension is permitted.]

2.3. Contractor agrees to perform all services required by this Agreement, including any modifications agreed to by the Parties, as expeditiously as is consistent with good professional skill and best industry practice.

2.4. Time is of the essence and a critical factor in the successful execution of the terms of this Agreement.

2.5. Contractor must not commence work under this Agreement until all conditions for commencement are met, including execution of this Agreement by the Parties, compliance with insurance requirements, and the issuance of any required notice to proceed.

SECTION 3. FEE FOR SERVICES

3.1. In exchange for these good and valuable services, Contractor will receive a fee not to exceed the amount of ($ ). The Parties may agree to an equitable adjustment of this fee as set forth in Section 5 of this Agreement.

3.2. The compensation due to Contractor under this Agreement shall not, in any event, exceed Dollars ($ ). [Insert this provision if the Contract is not for a set amount or is for hourly or tasked-based compensation]

3.3. The City agrees to pay the fee contemplated in Subsection 3.1 to Contractor in monthly installments in the amount of ($ ) per installment. The first monthly installment shall be paid one (1) month after the execution of this

Agreement. [Omit this provision if the payment structure under the Agreement is for a lump sum or does not call for monthly installments.]

3.4. The City agrees to pay the fee contemplated in Subsection 3.1 to Contractor in a lump sum, after receiving an invoice from Contractor, and to pay said invoice within days of receipt. [Remove if the pay structure of the Agreement is not for a lump sum]

3.5. Contractor shall submit invoices to the City on a monthly basis. Invoices shall be based on time expended by Contractor to complete the tasks required under this Agreement.

Invoices shall include the name of the assignment; a detailed description of the services provided;

the results of the services; recommendations for future actions; the date; and the amount of time expended in providing the services. Payment will be made to Contractor within thirty (30) calendar days after the City’s receipt of an invoice in a form deemed acceptable by the City. Payment will be contingent upon the City’s verification that the work has been satisfactorily performed as determined by the City in its reasonable discretion. The City reserves the right to verify and approve the work represented by the invoice prior to payment of the invoice. [Retain this provision if Section 3.3 will be utilized; omit it if an alternative payment structure is utilized.]

3.6. No payment by the City may be made, or is due, under this Agreement, unless funds for the payment have been appropriated and encumbered by the City.

SECTION 4. PRIORITY OF DOCUMENTS

4.1. The terms and conditions of this Agreement supersede any prior proposals or agreements.

4.2. The following documents are incorporated herein by reference into and made a part of this Agreement and are enumerated herein in the order of their legal precedence in the event of a conflict in their terms: (i) ; (ii) ; (iii) ; and (iv) . In the event of a conflict in language between this Agreement and any of said documents, the terms of this Agreement shall control.

SECTION 5. CHANGES

5.1. Within the general scope of services, the City may unilaterally change the work, materials and services to be performed. The change must be in writing and within the general scope of this Agreement. In such cases, this Agreement will be modified to reflect any time or money adjustment Contractor is entitled to receive. Contractor shall not proceed with these changes (either additions or deletions) without a change order or amendment being signed by both the City and Contractor and an order or amendment stating, as applicable, the change in the work and an estimate of the time and/or cost involved in the change.

5.2. Any claim of Contractor for an adjustment in time or money due to change must be made in writing within thirty (30) days from the date the City notified Contractor of the change, or the claim is waived. Any failure to agree upon a time or money adjustment must be resolved under Section 11 of this Agreement. Contractor must proceed with the prosecution of the work as changed, even if there is an unresolved claim. No charge for any extra work, time or material will be allowed, except as provided in this Section.

5.3. The amount of any adjustment to this Agreement under this Section shall be a negotiated cost and fee.

5.4. This Agreement may only be amended or modified by a writing signed by the Parties.

SECTION 6. NOTICES

6.1. Any required notices or other communications under this Agreement shall be in writing and personally delivered, mailed, delivered by a reputable overnight delivery service, or emailed. Notice via email may be considered official notice only if the receiving party acknowledges receipt via return email or email read receipt. Notices shall be addressed as follows:

If to Contractor:

Telephone:

E-Mail:

If to the City:

Telephone:

Email:

6.2 Either party may change the person or address for notices by written notice to the other party. Notices shall be deemed given when received or three business days after the notice is deposited, properly addressed and postage prepaid, in the United States mail or one business day after the notice is sent by a reputable overnight mail delivery service (such as, but not limited to, FedEx or UPS Next Day Delivery). For notices by email, the notice shall be deemed given on the day the recipient acknowledges receipt of the notice via return email or email read receipt.

Rejection or other refusal to accept or inability to deliver because of changed address, of which no Notice has been given, shall constitute receipt of the Notice.

SECTION 7. CONTRACT ADMINISTRATION

7.1. For Contractor. , is Contractor’s Authorized

Representative for this Agreement. Contractor’s Authorized Representative shall act on behalf of Contractor on all matters pertaining to this Agreement. All matters and correspondence to Contractor pertaining to this Agreement shall be directed to the attention of Contractor’s Authorized Representative. Contractor’s Authorized Representative shall not be changed without prior written notice to and the agreement of the City.

7.2. For the City. , is the City

Administrator’s designee for purposes of this Agreement and shall act as the

Contract Administrator in connection with this Agreement. The City’s Contract Administrator may be changed at any time or from time to time by written notice to Contractor. The City’s Contract Administrator is not authorized to make determinations (as opposed to recommendations) that alter, modify, terminate or cancel the contract, interpret ambiguities in the language of this Agreement, or waive any of the City’s rights hereunder. The City’s Contract Administrator is authorized to:

7.2.1. Serve as liaison between the City and Contractor;

7.2.2. Give direction to Contractor to ensure satisfactory and complete performance;

7.2.3. Monitor and inspect Contractor’s performance to ensure acceptable timeliness and quality;

7.2.4. Serve as records custodian for this Agreement;

7.2.5. Accept or reject Contractor’s performance;

7.2.6. Furnish timely written notice of Contractor’s performance failures to the City Council, City Administrator, and/or City Attorney, as appropriate;

7.2.7. Approve or reject invoices for payment;

7.2.8. Recommend modifications or terminations of this Agreement; and

7.2.9. Issue notices to proceed and task and purchase orders.

SECTION 8. TERMINATION

8.1. This Agreement may be terminated by the City, in whole or in part, upon written notice to Contractor, when the City determines that such termination is in its best interest. A termination for convenience is effective on the date specified in the City’s written notice or, if the notice does not specify an effective date, then five (5) days after notice of termination is given by the City. Termination for convenience may entitle Contractor to payment for reasonable costs allocable to this Agreement for work or costs incurred by Contractor up to the date of termination.

Contractor must not be paid compensation as a result of a termination for convenience that exceeds the amount encumbered to pay for work to be performed under this Agreement.

8.2. In the event of any of the circumstances set forth below, hereinafter referred to as

“Default,” the City may terminate the Agreement, in whole or in part, and from time to time:

8.2.1. Any fraudulent representation in an invoice or other verification required to obtain payment under this Agreement or other dishonesty on a material matter relating to the performance of services under this Agreement; and

8.2.2. Non-performance, incomplete service or performance, failure to make satisfactory progress in the prosecution of this Agreement, failure to satisfactorily perform any part of the work required under this Agreement or to comply with any provision of this Agreement, as determined by the City’s Contract Administrator in his or her sole discretion, including:

8.2.2.1. Failing to commence work when notified.

8.2.2.2. Abandoning the work. Visual inspection by the City’s Contract Administrator will serve as evidence of abandonment.

8.2.2.3. Subcontracting any part of work without the City’s prior approval.

8.2.2.4. Receiving two written warnings of unsatisfactory or

incomplete work or any other violation of the terms of this Agreement.

8.2.2.5. Failing to adhere to the required specifications for the work required under this Agreement.

8.2.3 Contractor, or any partner, member, principal or officer of Contractor, being criminally charged with an offense involving fraud, dishonesty or moral turpitude.

8.2.4 Contractor being adjudged bankrupt or making a general assignment for the benefit of creditor or if a receiver shall be appointed on account of Contractor’s insolvency.

8.2.5 Failure to adhere to the terms of applicable city, county, state, and federal laws, ordinances, regulations, or stated public policy pertaining to the subject matter and performance of this Agreement, including but not limited to the following: the payment of all applicable taxes and withholding, compliance with equal opportunity employment and labor laws, and/or failure to obtain and/or comply with the terms and conditions of any required permits.

8.3. In the event of a Default, the City shall provide Contractor with a written notice to cure the Default. The termination for Default is effective on the date specified in the City’s written notice. However, if the City determines that Default contributes to the curtailment of an essential service or poses an immediate threat to life, health, or property, the City may terminate this Agreement immediately upon issuing oral or written notice to Contractor without any prior notice or opportunity to cure. In addition to any other remedies provided by law or this Agreement, Contractor must compensate the City for additional costs that foreseeably would be incurred by the City, whether the costs are actually incurred or not, to obtain substitute performance.

8.4. Notice of any termination must be in writing, state the reason or reasons for the termination, and specify the effective date of the termination.

8.5. In the event of termination under Subsections 8.1 or 8.2, Contractor consents to the City’s selection of another contractor of the City’s choice to assist the City in any way in completing the Project. Contractor further agrees to cooperate and provide any information requested by the City in connection with the completion of the Project, including assignment of any contracting rights the City may require. Contractor consents to and authorizes the making of any reasonable changes to the design of the Project by the City and such other contractor as the City may desire.

8.6. Any termination of this Agreement for cause that is later deemed to be unjustified shall be deemed a termination for convenience under Subsection 8.1.

SECTION 9. CERTIFICATIONS OF CONSULTANT

9.1. Contractor, and the individual executing this Agreement on Contractor’s behalf, warrants it has not employed or retained any person, partnership, corporation, or other entity, other than a bona fide employee or agent working for it, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, partnership, corporation, or other entity, other than a bona fide employee or agent, any fee or other consideration contingent on making this Agreement.

9.2. Contractor and the City represent and warrant that: (a) they have the full right and authority to enter into, execute, and perform the obligations required under this Agreement and that no pending or threatened claim or litigation known by them would have a material adverse impact on their ability to perform as required under this Agreement; (b) they have accurately identified themselves and have not provided any inaccurate information about themselves or the Project; and (c) they are entities authorized under the laws of the State of Maryland to do business within the State.

9.3. Contractor warrants and represents: that it is the sole entity, directly or indirectly, interested in compensation for the delivery of the services and work product awarded, and to be performed under this Agreement; that any proposal upon which this Agreement was based was made without any connection with or common interest in the profits with any undisclosed persons or entity; that this Agreement is fair and made without collusion or fraud; that no employee or official of the City is directly or indirectly interested therein; that none of its officers, directors, or partners or employees directly involved in obtaining contracts or performing any part of the work required under this Agreement has been convicted of bribery, attempted bribery, or conspiracy to bribe under any federal, state, or local law.

9.4. Contractor agrees to comply with all applicable City, county, state, and federal laws and regulations regarding employment discrimination. Contractor assures the City that it does not, and agrees that it will not, discriminate in any manner on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, disability, sexual orientation, and gender identity.

9.5. Contractor certifies that all information Contractor has provided or will provide to the City is true and correct and can be relied upon by the City in awarding, modifying, making payments, or taking any other action with respect to this Agreement including resolving claims and disputes. Any false or misleading information is a ground for the City to terminate this

Agreement for cause and to pursue any other appropriate remedy. Contractor certifies that Contractor’s accounting system conforms with generally accepted accounting principles, is sufficient to comply with Contractor’s budgetary and financial obligations and is sufficient to produce reliable financial information.

SECTION 10. INDEMNIFICATION

10.1. Contractor is responsible for any loss, personal injury, death and any other damage

(including incidental and consequential) arising out of, incident to, or caused by reason of Contractor’s negligence, malfeasance or failure to perform any contractual obligations. Contractor must indemnify and hold the City harmless from any loss, cost, damage, and other expenses, including attorney’s fees and litigation expenses, arising out of, incident to, or caused by Contractor’s negligence, malfeasance or failure to perform any of its contractual obligations. If requested by the City, Contractor must defend the City in any action or suit brought against the City arising out of Contractor’s negligence, errors, acts or omissions under this Agreement. The negligence or malfeasance of any agent, subcontractor or employee of Contractor is deemed to be the negligence or malfeasance of Contractor. For the purposes of this Subsection, City includes its commissions, departments, agencies, agents, officials, and employees.

If Contractor will be preparing, displaying, publicly performing, reproducing, or otherwise using, in any manner or form, any information, document, or material that is subject to a copyright, trademark, patent, or other property or privacy right, then Contractor must: obtain all necessary licenses, authorizations, and approvals related to its use; include the City in any approval, authorization, or license related to its use; and indemnify and hold harmless the City related to Contractor’s alleged infringing or otherwise improper or unauthorized use. Accordingly, Contractor must protect, indemnify, and hold harmless the City from and against all liabilities, actions, damages, claims, demands, judgments, losses, costs, expenses, suits, or actions, and attorneys’ fees and the costs of the defense of the City, in any suit, including appeals, based upon or arising out of any allegation of infringement, violation, unauthorized use, or conversion of any patent, copyright, trademark or trade name, license, proprietary right, or other related property or privacy interest in connection with, or as a result of, this Agreement or the performance by Contractor of any of its activities or obligations under this Agreement.

10.2. Contractor further agrees to notify the City in writing within ten (10) days of receipt of any claim or notice of any claim made by third parties against Contractor or any subcontractor regarding the services and work provided to the City under this Agreement. Contractor shall provide the City copies of all claims, notices of claims, and all pleadings and motions filed therein as the matter progresses. This Section 10 shall survive termination of this Agreement for a period of three (3) years and six (6) months after the termination date.

SECTION 11. DISPUTES

11.1. Any dispute arising under this Agreement which is not resolved by an agreement between the Parties shall be decided by the City Administrator, after reasonable opportunity is provided for the Parties to provide written documentation supporting their position. Pending final resolution of a dispute, except for a termination of this Agreement by the City, Contractor must proceed diligently with performance under this Agreement. A claim must be in writing, for specific relief, or for a sum certain if the claim is for money, and any requested money or other relief must be fully supported by all relevant calculations, including cost and pricing information, records, and other information.

11.2. A decision by the City Administrator or his or her designee under the dispute procedure set forth in this Section shall be a condition precedent to suit being filed by any party. For purposes of any litigation involving this Agreement, exclusive venue and jurisdiction shall be in the Circuit Court for Prince George’s County, Maryland or in the District Court of Maryland sitting in Prince George’s County.

SECTION 12. INSURANCE

12.1. Contractor shall obtain and maintain liability insurance coverage at Contractor’s own expense. Contractor shall, within thirty (30) days of the execution of this Agreement, file with the City Administrator, the Certificate from an insurance company authorized to do business in the State of Maryland and satisfactory to the City showing issuance of liability insurance coverage as set forth more fully herein below with a deductible no greater than Dollars ($ ), except as specified in Subsection 12.1.3. Contractor shall be fully and completely responsible to pay the deductible. Unless waived in writing by the City, the Certificate shall bear and endorsement in words exactly as follows:

The insurance company certifies that the insurance covered by this Certificate has been endorsed as follows: “The insurance company agrees that the coverage shall not be canceled, changed, allowed to lapse, or allowed to expire until thirty (30) days after notice to: ‘City Administrator, City of Hyattsville, 4310 Gallatin Street Hyattsville, MD 20781.’”

Contractor shall, throughout the term of this Agreement, maintain commercial general liability insurance, automobile liability insurance, professional liability insurance, and workers’ compensation insurance in the following amounts and shall submit an insurance certificate, as set forth above, as proof of coverage prior to the final approval of this Agreement:

12.1.1. Commercial general liability insurance with a minimum combined single limit of Dollars ($ ) for bodily injury and property damage per occurrence including contractual liability, premises and operations, and independent contractors and products liability.

12.1.2. Automobile liability insurance with coverage for bodily injury of at least Dollars ($ ) per person, at least Dollars ($ ) per occurrence, and coverage for property damage of at least Dollars ($ ) per occurrence.

12.1.3. Professional liability insurance with coverage for errors, omissions, and negligent acts, with a maximum deductible of Dollars ($ ), of at least Dollars ($ ) per claim in the aggregate within one year of such errors, omissions, or negligent acts being discovered. [This provision may be omitted if the agreement is not for professional services.]

12.1.4. Workers’ compensation insurance with coverage limits of at least Dollars ($ ) per bodily injury by accident and coverage for disease of at least Dollars ($ ) per employee and at least Dollars ($ ) in the aggregate.

12.1.5. Cyber liability insurance in the amount of Dollars

($ ) per claim and Dollars ($ ) in the aggregate. [This provision may be omitted, depending on the nature of services.]

12.2. All policies of insurances shall be underwritten by companies licensed to do business in the State of Maryland.

12.3. The City is not responsible for any damage or loss of property or materials stored on or within facilities owned by the City. Contractor shall provide necessary insurance coverage for such losses or shall assume full risk for replacement cost for its own property or materials and that owned by its subcontractors.

12.4. Contractor shall assure that all subcontractors carry identical coverage as required by this Section 12, either individually or as an additional insured on Contractor’s policies.

Exceptions may be made only with the written approval of the City.

SECTION 13. SET OFF

13.1. In the event that Contractor shall owe an obligation of any type whatsoever to the

City at any time during the term of this Agreement, or after the termination of the relationship created hereunder, the City shall have the right to offset any amount so owed to Contractor against any compensation due to Contractor for the provision of goods and services covered by the terms of this Agreement.

SECTION 14. APPLICABLE LAW

14.1. The laws of the State of Maryland, excluding conflicts of law rules, shall govern this Agreement as if this Agreement were made and performed entirely within the State of Maryland. Any suit to enforce the terms hereof or for damages or other relief as a consequence of the breach or alleged breach hereof shall be brought exclusively in the courts of the State of Maryland in Prince George’s County, and the Parties expressly consent to the jurisdiction thereof and waive any right that they have or may have to bring such elsewhere.

SECTION 15. RECORD AND AUDIT

15.1. Contractor shall maintain books, records, documents, and other evidence directly pertinent to costs, estimates and performance under this Agreement or required under any federal, state, or local rule or regulation, in accordance with accepted professional practice, appropriate accounting procedures, and practices. The City, or any of its duly authorized representatives, shall have access to such books, records, documents, and other evidence for the purpose of inspection, audit and copying. Contractor will provide proper facilities for such access and inspection.

15.2. Records referred to under Subsection 15.1 shall be maintained and made available during performance under this Agreement and until six (6) years from the date of final completion of the Project. In addition, those records that relate to any dispute or litigation, to the settlement of claims arising out of such performance, or to costs or items to which an audit exception has been taken shall be maintained and available until six (6) years after the date upon which any such dispute, litigation, claim, or exception is resolved.

15.3. Contractor shall include the provisions of this Section 15 in every subcontract

Contractor enters into relating to this Project.

15.4. All proprietary information furnished by Contractor in connection with this Agreement, but not developed as a result of work under this Agreement or under prior agreements between the City and Contractor, shall be held confidential by the City, and returned to Contractor within thirty (30) days of the completion of the services or the conclusion of litigation wherein Contractor’s services were provided. All inventions, techniques, and improvements held by Contractor to be proprietary or trade secrets of Contractor prior to any use on behalf of the City, as well as all inventions, techniques, and improvements developed by Contractor, independent of the services rendered to the City under this Agreement, remain the property of Contractor.

SECTION 16. MISCELLANEOUS

16.1. The recitals above are hereby incorporated into this Agreement.

16.2. If any term or provision of this Agreement or applications thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remaining terms and provisions of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

16.3. This Agreement and any rights or obligations under this Agreement may not be assigned or subcontracted by Contractor without the prior written consent of the City and any attempted assignment or subcontracting without such prior written consent shall be void.

16.4. All representations, warranties, covenants, conditions, and agreements contained herein which either are expressed as surviving the expiration and termination of this Agreement or, by their nature, are to be performed or observed, in whole or in part, after the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.

16.5. This Agreement represents the entire and integrated Agreement between the City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Notwithstanding any provisions to the contrary in any contract terms or conditions unilaterally supplied by Contractor, the terms of this Agreement supersede Contractor’s terms and conditions, in the event of any inconsistency.

16.6. All section and paragraph captions, marginal references, and table of contents in this Agreement are inserted only as a matter of convenience, and in no way amplify, define, limit, construe, or describe the scope or intent of this Agreement nor in any way affect this Agreement.

16.7. Neither the City nor Contractor has made any representations or promises with respect to the Project except as expressly set forth herein.

16.8. The neuter, feminine, or masculine pronoun when used herein shall each include each of the other genders and the use of the singular shall include the plural.

16.9. This Agreement shall not be construed in favor or against either party on the basis that it was drafted by the City.

16.10. The waiver of any breach of this Agreement shall not be held to be a waiver of any other or subsequent breach. Any waiver by the City of a requirement of this Agreement, including without limitation, any requirement that a notice be made in writing or that a notice or submission be made within a certain time, shall not operate as a waiver of the same or any other requirement of this Agreement, in any other circumstance or at any other time.

16.11. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

16.12. Contractor agrees to perform its services under this Agreement in such manner and at such times that the City and/or any Contractor who has work to perform, or…