846320engLouis.pdf

COUNTY OF LOUISA, VIRGINIA

REQUEST FOR PROPOSAL (RFP)

FOR

AVIATION ENGINEERING, PLANNING, &

CONSULTING SERVICES

RFP# LKU-27-03

SEPTEMBER 29, 2026

REQUEST FOR PROPOSAL

(RFP)

Issue Date: September 29, 2026 RFP# LKU-27-03

Title: Aviation Engineering, Planning & Consulting Services

Issuing Agency: Louisa County Industrial Development Authority

Attn: Sam Massie

1 Woolfolk Avenue, Suite 304

Louisa, VA 23093

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

Period of Contract: From December 17, 2026 Through December 16, 2027

Renewable: Four (4) successive one (1) year terms upon mutual agreement

Proposals Will Be Received Until: November 3, 2026 @ 3:00 p.m. local prevailing time

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

1 Woolfolk Avenue

Suite 304

Louisa, VA 23093

(540) 967-3404 smassie@louisacounty.gov

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

PROPOSALS ARE HAND DELIVERED, DELIVER TO:

County of Louisa

Louisa County Administration Building

Attn: Sam Massie

Finance Department, 2nd Floor

1 Woolfolk Avenue, Suite 304

Louisa, Virginia 23093

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

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

REQUEST FOR PROPOSAL TITLE PAGE

REQUEST NUMBER: LKU-27-03 ISSUE DATE: 9/29/2026

TITLE: Aviation Engineering, Planning & Consulting Services

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

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

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

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

Louisa, Virginia Master Contract General Conditions Agreement and Offeror’s response to the Request for

Proposal;

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

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

Master Contract General Conditions Agreement; and,

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

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

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

Sign in ink and type or print requested information.

Legal Name and Address of Firm:

Date:

By:

(Signature)

Name:

FEI/FIN/SSN: (Please Print)

Fax Number: Title:

E-mail Address: Telephone Number:

Please provide the following if applicable to this RFP:

Virginia Contractor License # SCC ID #

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

Addendum #: Date Issued:

Addendum #: Date Issued:

Addendum #: Date Issued:

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

This Title Page MUST be Submitted as Part of your Proposal

TABLE OF CONTENTS FOR RFP # LKU-27-03

PAGE

I. PURPOSE 5

II. STATEMENT OF NEEDS/SCOPE OF SERVICES 5

III. OFFEROR’S INSTRUCTION 7

IV. PROPOSAL EVALUATION PROCESS 12

V. PROPOSAL EVALUATION CRITERIA 12

VI. COUNTY OF LOUISA, VIRGINIA

MASTER CONTRACT GENERAL CONDITIONS AGREEMENT

I. PURPOSE:

The County of Louisa will accept qualification proposals from engineers/consultants to provide professional services as required from time to time in accordance with U.S. Department of Transportation, Federal Aviation Administration Advisory Circular No. 150/1400-14E Change 1 dated September 25, 2015 for professional architectural, engineering, and planning services for air- port development projects at the Louisa County Airport.

The projects are anticipated for planning/design during the next five (5) years. Projects may include, but are not limited to, land acquisitions, obstruction removal, airside/landside paving, drainage, lighting, hangar construction, lighting tower erection, runway extension projects, general planning, and environmental services.

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

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

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

II. STATEMENT OF NEEDS/ SCOPE OF SERVICES:

The County of Louisa has the need from time to time for various types of engineering services.

Engineering services will be on an as-needed, “on-call”, task-ordered basis and may include presentations to the Louisa County Board of Supervisors and/or public meetings. The objective of this RFP is to reduce the cost and time of advertising, shorten the response time and improve the efficiency and clarity in the production of the contracts for professional services. Any resulting Agreements shall be non-exclusive and no specific amount of work is guaranteed as a result of this RFP.

The County reserves the right, at its sole discretion, to issue RFP’s for similar work and other projects as the need may occur. The County also reserves the right, at its sole discretion, to issue purchase orders to any other Open-End Firms based on its evaluation of each Firm’s qualifications, expertise capabilities, performance record, current workload, location or distance to the project, and other factors as may be pertinent to the particular project.

The scope of services for projects assigned under any contract resulting from this RFP will vary according to County requirements. Each project shall be negotiated separately.

Projects awarded as a result of this RFP will vary and may consist of projects valued as low as $1,000 and up to $1,000,000 in value. The potential tasks identified in this RFP are for information to the Proposer and for proposal evaluation purposes only. Tasks shall not be construed to represent any amount, which the County shall be obligated to purchase under the contract or relieve the Firm of his obligation to fill all orders placed by the County. No proposal will be considered which stipulates that the County guarantee to order a specific quantity of any service.

A. Firm’s Responsibilities

1. The successful Firm(s) will be responsible for the professional quality, technical accuracy, timely completion, and the coordination of all planning, design, drawing, specifications, reports and other services furnished by the Firm or any employee, agent or subcontractor of the Firm under this Agreement. The Firm shall without additional compensation, correct or revise any errors, omissions or other deficiencies in his or his employee’s, agent’s or subcontractor’s designs, drawings, specifications, reports and other services.

2. Approval by the County of drawings, specifications, reports and incidental engineering work or materials furnished hereunder shall not in any way relieve Firm of their responsibility for the technical accuracy and adequacy of the work.

3. The Firm shall be and remain liable in accordance with applicable law for all damages to the County caused by the Firm or any employee, agent or subcontractor of the Firm, violation of any law, bylaw, ordinance, regulation or decree; the negligent performance of any of the services furnished or by error or omission act on the part of the Firm, it’s employees, agent or subcontractor, causing personal injury, damage or violation of rights under this Agreement, except for errors, omissions or other deficiencies to the extent attributable to the County or County furnished data.

4. The Firm shall not be responsible for any time delays in the project caused by circumstances not reasonably foreseeable, which are beyond the Firm’s control. The

Firm shall give the County prompt written notice whenever the Firm becomes aware of any development that affects the timing of the Firm’s services.

5. The services to be performed by the Firm under this Agreement are intended solely for the benefit of the County. Nothing contained herein shall confer any rights upon or create any duties on the part of the Firm toward any person or persons not a party to this

Agreement including, but not limited to, any firm subcontractor, supplier, or the agents, officers, employees, insurers or sureties of any of them.

B. County’s Responsibilities

1. The County will assist the Firm by placing at its disposal all available information upon written request of the Firm pertinent to the Job Order including previous reports and any other data relative to the Project.

2. The County will furnish to the Firm, as required for performance of Firm’s Job Orders, all as-built data on the project elements upon written request of the Firm.

3. Upon written request of the Firm, the County shall examine all studies, reports, sketches, drawings, proposals and all other documents presented by the Firm, obtain advice of an attorney, insurance counselor, and other consultants as County deems appropriate for such examination, and render in writing, pertinent decisions within a reasonable time.

4. The County will provide prompt written notice to the Firm whenever County observes or otherwise becomes aware of any development that affects the scope of timing of Firm’s services or any defect in the work.

C. Proposer Qualifications

1. All work assigned under the resultant contract shall be performed under the supervision of an engineer registered to practice in the Commonwealth of Virginia. All services provided shall conform to all Federal, FAA, State and local laws and regulations.

2. Proposers shall possess the following general qualifications via in-house staff or subconsultants:

i. A minimum of five (5) years’ experience and expertise in discipline area.

ii. Familiarity with all Louisa County, Commonwealth of Virginia, FAA Advisory

Circular, and Federal regulations that may affect the services performed under the resultant contract.

iii. Close proximity and reasonable availability to the County of Louisa, upon request, for meetings, consultations, site visits, etc.

iv. Thorough knowledge and relevant experience with the approval processes of the

Virginia Department of Health, the Virginia Department of Transportation, the

Department of Environmental Quality, Federal Aviation Administration and the

County of Louisa.

v. In-house drafting and design capabilities and in-house surveying or arrangements with a surveying consultant licensed to practice surveying in the Commonwealth of Virginia.

vi. Experience working for similar government entities, especially in the area of services.

III. OFFEROR’S INSTRUCTION:

A. PROPOSAL PREPARATION:

1. Offerors may submit any questions or requests for additional information regarding the project in written format by October 13, 2026. All questions shall be directed to Sam Massie at smassie@louisacounty.gov or via fax at (540) 967-3439. A formal clarification will be sent out in writing on October 22, 2026, to all known potential proposers.

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

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

mailto:smassie@louisacounty.gov

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

a. Cover Letter:

Proposer shall confirm Proposer’s understanding of this RFP as well as the general understanding of the County’s needs.

b. Proposer and Project Team Qualifications and Experience:

Proposer shall provide the County with an overview of their firm and demonstrate the qualifications of the staff the Proposer will assign to County projects if selected. At a minimum, the proposal should:

• Designate a Project Manager and indicate office location.

• Include the organization chart, functional discipline and responsibilities of project team members.

• Provide a concise resume or description of each team member’s education, relevant professional experience, length of time employed by the Proposer and/or sub-consultant and professional license.

• Discuss the Proposer’s ability to work in harmonious, non-adversarial relationships with County and their agents.

The personnel named in the proposal shall remain assigned to the project throughout the period of the contract. No replacement may be made without submission of a resume of the proposed replacement for approval by the County.

The Proposer shall clearly state whether it is proposing to subcontract any of the work herein. The names of the sub-consultants shall be provided and by proposing such firms(s) or individuals, the Proposer assumes full liability for the sub-consultant’s performance. The Proposer shall state the amount of previous work experience with the sub-consultant(s).

c. Proposer’s Project and Management Approach:

Proposer shall provide the County with the Proposer’s understanding and proposed approach to typical projects. The Proposer should discuss in detail the proposed management and project approach for performing any job awarded during the term of this agreement.

The County reserves the right to make such additional investigations as it may deem necessary to establish competency and financial stability of any Firm. If after the investigation, the evidence of competency and financial stability is not satisfactory (in the sole opinion of the County) the County reserves the right to reject the proposal.

d. Representative Projects:

Proposer shall list and describe clients currently served focusing on general engineering projects. Describe the local office experience including the project name and location, brief description of the project, description of the scope of services provided, and principal contact person.

e. Demonstrative Capacity to Effectively Control Projects Costs and Accomplish Work in a

Timely Manner:

Proposer shall describe the Proposer’s cost control methodology, approach for reducing project costs, documentation, tracking and reporting system, as well as the program for quality control.

f. References:

Provide the current name, address, and telephone number of at least five (5) references the Proposer has served either currently or in the past three (3) years; preferably those where one or more of the project team members provided the same or similar services as requested herein. Indicate the Scope of Services provided to each reference.

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

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

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

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

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

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

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

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

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

3. Signed Appendix A “County of Louisa, Virginia Master Contract General Conditions

Agreement.”

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

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

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

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

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

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

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

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

The Bid Form, the bid security, if any, and any other documents required, shall be enclosed in a sealed opaque envelope. Any notation or notations on the exterior of the envelope purporting to alter, amend, modify, or revise the bid contained within the envelope shall be of no effect and shall be disregarded.

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

1. Aviation Engineering, Planning & Consulting Services

2. RFP# LKU-27-03

3. Name of the Proposer

4. Address of the Proposer

5. Due Date and Time: 11/3/2026 @ 3:30 p.m.

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

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

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

https://www.louisacounty.gov/Bids.aspx

Return the proposal to:

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

County of Louisa County of Louisa

1Woolfolk Avenue Louisa County Administration Building

Suite 304 Finance Department, 2nd Floor

Louisa, VA 23093 1 Woolfolk Avenue

Attn: Sam Massie Louisa, VA 23093

(540) 967-3404 Attn: Sam Massie

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

Information Act (FOIA).

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

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

Trade Secrets Act.

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

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

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

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

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

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

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

IV. PROPOSAL EVALUATION PROCESS:

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

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

V. PROPOSAL EVALUATION CRITERIA

The respondents will be evaluated on the following criteria:

1. 20 Points - Qualifications and Experience of Key Personnel - The ability of the proposed project team as demonstrated in the staff resumes portion of the proposal and, possibly, by subsequent interviews.

2. 35 Points - Firm’s Experience with Similar Size and Type of Projects - The quality and quantity of successfully completed contracts, similar in nature to what is being requested in this RFP, and the business management of the firm as determined from the proposal and, possibly, subsequent interviews.

3. 25 Points - Ability & Availability to Perform - The proposer’s proposed means & methods, the size of the firm, ability to effectively control costs and complete projects on time, and its geographic proximity to the County.

4. 20 Points - Strength of Overall Proposal - Overall quality of the proposal that specifically addresses the County’s RFP including the basic approach and understanding of the County’s objectives and professionalism in its presentation.

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

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

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

The County reserves the right to evaluate any sources of information available on a potential vendor.

VI. COUNTY OF LOUISA, VIRGINIA MASTER CONTRACT GENERAL CONDITIONS

AGREEMENT

See Appendix A. Louisa County do not accept changes to the County of Louisa, Virginia

Master Contract General Conditions Agreement, and any attempt by the Offeror to make such changes is in itself reason for a proposal to be declared as non-responsive to the RFP and rejected by the County.

APPENDIX A

COUNTY OF LOUISA, VIRGINIA

MASTER CONTRACT

GENERAL CONDITIONS AGREEMENT

ARCHITECT OR ENGINEER:

DATE:

MASTER CONTRACT GENERAL CONDITIONS AGREEMENT

THIS MASTER CONTRACT GENERAL CONDITIONS AGREEMENT (the “Master

Agreement”), made and entered into this ____day of _______________, by and between THE COUNTY

OF LOUISA, a Local Governmental Agency (of which entities shall hereinafter be referred to as “Owner”) and __________________________, a ________________corporation/partnership/ sole proprietorship

[strike through what does not apply] (hereinafter referred to as “Architect or Engineer”).

WITNESSETH:

WHEREAS, the entity referred to as Owner may from time to time contract with third parties to perform certain architectural or engineering services (the “Work”) on various projects (the “Project(s)”);

and

WHEREAS, the applicable Owner may engage Architect or Engineer to perform a portion of the

Work under such contracts entered into by it; and

WHEREAS, the parties hereto desire to enter into this Master Agreement to set forth the general conditions of contracts between them for Projects in order to expedite the contracting process at the time of future Projects.

NOW THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which is hereby confirmed, the parties hereto agree as follows:

GENERAL

1. This Master Agreement shall only be given effect with regard to a particular contract between Architect or Engineer and the entity referred to as Owner if it is explicitly made a part of the

Contract by the terms of a contract agreement, by which the applicable Owner engages Architect or

Engineer for a particular Project (the “Contract Agreement”). In order to standardize the incorporation of this Master Agreement into the Contract between the parties, the form “stamp” attached hereto as Exhibit A may be used to incorporate the terms of this Master Agreement into each Contract to which such stamp is affixed. This provision shall not prohibit incorporation of this Master Agreement through an alternative stamp or language agreed to by the parties.

2. This Master Agreement shall not be deemed or construed to obligate the entity referred to as Owner to engage Architect or Engineer nor to obligate Architect or Engineer to accept architectural or engineering services from the entity referred to as Owner. Additionally, this Master Agreement shall not be deemed or construed to make the entity referred to as Owner liable for the contractual obligations of the other entity referred to as Architect or Engineer.

1. CONFLICTS

1.1 Priorities. In the event of conflicts or discrepancies between the Scope of Services (as such term is defined in the Contract Agreement), interpretations will be based on the following priorities:

(i) the Contract Agreement, (ii) this Master Agreement, (iii) Addenda, with those of a later date having precedence over those of an earlier date, (iv) the Prime Contract (as such term is defined in the Contract

Agreement), with subsequent addenda, including Modifications and Supplementary Conditions, having precedence over the original scope of services, and (v) Request for Quotation. In case of an inconsistency between the Scope of Services or within other documents not clarified by an Addendum, the more specific provision will take precedence over the less specific, the more stringent will take precedence over the less stringent, the more expensive item will take precedence over the less expensive, and the better quality or greater quantity of work shall be provided. Notwithstanding the foregoing or any other provision of this

Master Agreement to the contrary, in no event shall Architect or Engineer have greater rights with regard to any item or matter under the Contract than Owner has, and is able to successfully enforce, with regard to the comparable item or matter under the Prime Contract.

1.2 Inconsistencies and Omissions. Should inconsistencies or omissions appear in the Scope of Services, the Architect or Engineer shall notify Owner of same in writing within three (3) business days of the Architect or Engineer’s discovery thereof. Upon receipt of Architect or Engineer’s notice of such an inconsistency or omission, Owner shall instruct the Architect or Engineer as to the measures to be taken, if any, and the Architect or Engineer shall comply with Owner’s instructions.

2. PAYMENT

3.1 Progress Payments. Progress payments of the Contract Price (as such term is defined in the Contract Agreement) shall be due Architect or Engineer, subject to the conditions precedent established by Section 3.2, proportional to the amount of the Architect or Engineer’s Scope of Services (as such term is defined in the Contract Agreement) then completed and approved, less the percentage for retainage provided for in the Contract Agreement, unless a greater rate of retainage is required under the Prime

Contract. If a greater rate of retainage is required under the Prime Contract, the parties shall use the greater rate. For the purpose of determining the amount of progress payments, Architect or Engineer shall furnish

Owner, before its first application for progress payment, a Schedule of Values satisfactory to Owner, at

Owner’s sole discretion. If Owner disapproves of Architect or Engineer’s Schedule of Values, Owner shall establish a reasonable breakdown, which shall serve as the basis for progress payments. Acceptance of progress payments under this Section 3.1 by Architect or Engineer shall constitute a waiver of any and all claims by the Architect or Engineer against the Owner, the Owner’s surety, the premises or any payment bond unless such claims are expressly reserved on the face of the application for payment, a copy of which is attached hereto as Exhibit B. Inclusion of any reservation of claims in a cover letter submitting the application for payment shall not be sufficient to reserve such claim under this Section 3.1. The application for payment shall also include an affidavit and release/waiver of all claims and liens as described in Section

3.2 and in the form used by the Owner, unless a different form is required by the Owner.

3.2 Conditions Precedent to Payment. It is specifically understood and agreed that Owner shall neither process, nor pay, applications for progress payments from Architect or Engineer nor pay any other amount to Architect or Engineer unless and until each of the following conditions precedent to payment are met: (i) such applications include the Owner’s job number clearly thereon, (ii) Architect or

Engineer shall provide, in a form satisfactory to Owner, partial lien waivers, release of claims and/or affidavits, as may be required by Owner, from Architect or Engineer and its subcontractors and suppliers for all prior payments and the payment then applied for. Owner’s payment despite one or more of the foregoing conditions precedent not being satisfied shall not constitute a waiver of Owner’s right to insist of any other condition precedent or all conditions precedent at some later time.

3.3 Time of Payment. Architect or Engineer shall submit progress payment applications in a form satisfactory to Owner no later than the day of each payment period provided for in the Contract

Agreement, indicating work completed. Applications for payment that exceed the percentage of Architect or Engineer’s Work performed on the Project as required by the Contract will be placed on hold for thirty

(30) days.

3.4 Failure of Architect or Engineer to Make Payment. Architect or Engineer shall ensure that all its subcontractors, employees, and suppliers are paid all amounts due in connection with the

Contract. Owner may withhold any progress payments until Architect or Engineer submits evidence satisfactory to Owner that all amounts due any third party in connection with the Contract have been paid.

Further, in its sole discretion, Owner may pay any and all persons that have not received payment from

Architect or Engineer due in connection with the Contract, whether or not a lien has been filed. If Owner is required to pay or indemnify any person hereunder, Architect or Engineer shall immediately reimburse

Owner for the full amount of such cost. Architect or Engineer shall also immediately reimburse Owner for any amounts paid under Owner’s payment bond in connection with the Contract or other Owner payments relating to a failure of Architect or Engineer to make payment, and indemnify Owner for failure of

Architect or Engineer to make payment, and indemnify Owner for any other costs associated therewith, including Owner’s attorney’s fees.

3.5 Payment Not Acceptance. Payment to Architect or Engineer is specifically agreed not to constitute or imply acceptance by Owner of any portion of Architect or Engineer’s work.

3.6 Right to Withhold Payment. Owner may withhold amounts otherwise due under a the

Contract or due under any other contractual arrangement between the parties to compensate Owner for costs Owner has incurred or may incur for which Architect or Engineer may be responsible hereunder or otherwise. Appropriate adjustments to such withholding shall be made when the exact amounts owed hereunder are determined.

3.7 Final Payment. Final payment shall be made after completion of all work, acceptance by the Owner and compliance with all Contract obligations, all of which shall be conditions precedent to the making of final payment to the Architect or Engineer. Owner shall be entitled to proof of the Architect or

Engineer’s payment for labor, material and services used before any payment is due. The Architect or

Engineer shall submit payroll affidavits if required. The Architect or Engineer shall be responsible at all times for its labor and/or materials until accepted by the Owner. The Architect or Engineer shall furnish an

Architect or Engineer reconciliation form, guarantees, final payment application and all other documents required by the Prime Contract for the Architect or Engineer’s Work, including releases of all claims and liens as a condition precedent to final payment. Any liquidated damages withheld by the Owner shall be asserted against the Architect or Engineer for any delay(s) attributable to the Architect or Engineer’s fault.

Architect or Engineer acknowledges the importance of timely payment application to successful

Project closeout. In consideration of this requirement, Architect or Engineer expressly agrees to submit its final payment application and all other required documentation necessary for final payment within 30 days of its last work on the Project. Architect or Engineer further agrees that failure to submit its final payment application within 90 days of its last Work on the Project shall constitute a waiver of further payment.

Acceptance of final payment by Architect or Engineer shall constitute a full waiver and release by

Architect or Engineer of all claims against Owner arising out of or relating to the Contract.

4.0 SCHEDULE OF WORK

4.1 Schedule. The Architect or Engineer agrees to promptly provide the Owner a schedule indicating the duration for completion of design drawings.

4.2 Time Is Of The Essence. Time is of the essence in the Architect or Engineer’s proper performance of its obligations under the Contract. Owner shall have the right to direct the manner in which the Architect or Engineer performs its work. The Architect or Engineer shall proceed with the performance of the work at such time and in such sequence as Owner may direct. If overtime is required solely to accelerate Project completion, it shall be authorized in writing and paid for by Owner. Payments due may be withheld to insure timely progress and completion of work. The Architect or Engineer shall be liable for all losses and damages incurred by Owner (including consequential damages) due to any inexcusable delay of the Architect or Engineer in the performance of the Work.

4.3 Extensions of Time. The Architect or Engineer shall be entitled to an extension of time for performing and completing the Work covered by the Contract upon the same terms and conditions under which and extension of time is allowable under the Prime Contract, but only to the extent that an extension of time is actually granted by the Owner or its representative under the Prime Contract. Notice of the excusable delay shall be given to Owner in writing as soon as possible after the beginning of said delay, but in any case, such notice must be given to Owner in no more than one half (1/2) of the time allowed under the provisions of the Prime Contract. If the Architect or Engineer fails to give such notice in a timely manner, then any entitlement to a time extension otherwise due the Architect or Engineer shall be deemed to be waived. The Owner’s decision with regard to the delay, including any assessment of liquidated damages, shall be binding upon and chargeable to the Architect or Engineer, subject only to the disputes procedure provided in the Prime Contract.

5. ARCHITECT OR ENGINEER LIABLITY

5.1 Scope. Architect or Engineer shall be liable to Owner for all costs and other damages

Owner incurs as a result of Architect or Engineer’s failure to perform the Contract in accordance with its terms. Architect or Engineer’s failure to perform shall include the failure of its subcontractors of any tier to perform. Architect or Engineer’s liability shall include, but not be limited to: (i) damages and other delay costs payable by the Owner; (ii) Owner’s increased costs, such as extended overhead and increased costs resulting from Architect or Engineer-caused delays or improper Architect or Engineer’s Work; (iii) warranty and rework costs; (iv) liability to third parties; (v) errors or omissions; (vi) excess costs of re-procurement; and (vii) attorney’s fees and related costs of resolving disputes related to Architect or

Engineer’s failure to perform.

6. CHANGES AND CLAIMS

6.1 Changes. Owner may direct changes in Architect or Engineer’s Work at any time. Any changes to the Architect or Engineer’s Work shall be in writing and Architect or Engineer shall perform the

Architect or Engineer’s Work, as changed, without delay. Architect or Engineer shall submit a price quotation within seven (7) days to Owner for changes requested in its quotation to Owner, which estimate shall be the maximum amount due Architect or Engineer for such changes. The costs of such changes shall be the direct cost to Architect or Engineer to perform same, plus a percent of such direct cost (the “Profit

Percentage”) representing overhead and profit. The amount of the Profit Percentage shall be established in the Contract Agreement for each Project.

6.2 Authorship of Plans. All reports, drawings, specifications, computer files, field data, notes and other documents and instruments prepared by the Architect or Engineer as instruments of service shall remain the property of the Architect or Engineer. The Architect or Engineer shall retain all common law, statutory and other reserved rights, including copyright thereto, unless a written agreement to the contrary is mutually agreed to by both parties.

6.3 Claims. Any claims for adjustment in the Contract Price, time for completion or other

Contract provisions, shall be submitted to Owner, in writing, in sufficient time for Owner to review claims in accordance with the Contract Documents, but in no event later than 14 days after such costs are incurred or the cause of such adjustment is known or should be known to Architect or Engineer.

6.4 Claims Relating to Owner. As a precondition to any action against Owner, Architect or

Engineer agrees to exhaust through Owner the remedies available under the Contract Documents, including suit for breach of contract against Owner. Architect or Engineer agrees to furnish all documents, statements, witnesses and other information required by Owner for reconciliation of claim. No dispute shall interfere with the progress of the work and the Architect or Engineer shall continue with Architect or

Engineer’s Work as directed.

7. LAWS, PERMITS, FEES AND PATENTS

7.1 Compliance. Architect or Engineer shall give all notices and comply with all laws, ordinances, rules and regulations bearing on the performance of Architect or Engineer’s Work on the

Project. Architect or Engineer shall comply with Federal, State and Local tax laws, Social Security Acts, Unemployment Compensation Acts, Worker’s Compensation Acts, equal employment opportunity laws, minority business enterprise laws, women’s business enterprise laws and disadvantaged business enterprise laws insofar as applicable to the performance of Architect or Engineer’s Work. Architect or Engineer shall be duly licensed to operate under the laws of the applicable jurisdictions.

7.2 Hold Harmless. Architect or Engineer agrees to hold Owner harmless against the payment of any and all losses, costs, expenses, contributions, taxes or premiums which may become due or payable under Federal, State or Local laws arising out of Architect or Engineer’s failure to comply with the laws outlined in Section 7.1 above, including any interest or penalties. Architect or Engineer waives any and all claims for additional compensation because of any increase in taxes, contributions or premiums unless Owner agrees to such increases incurred by Architect or Engineer.

7.3 Patents and Royalties. Architect or Engineer agrees to pay all royalties and license fees owed by reason of performance of Architect or Engineer’s Work on the Project. Architect or Engineer agrees to defend all suits or claims for infringement of any patent rights, due to the inclusion of patented materials in the Architect or Engineer’s Work, that may be brought against Owner, and agrees to indemnify

Owner for all loss, costs and expenses, including attorney’s fees, on account thereof.

8. TERMINATION FOR CONVENIENCE

Owner shall have the right to terminate a Contract, without cause, for its convenience, when

Owner determines that it is in its own best interests to so terminate the Contract. If a Architect or Engineer is terminated for convenience, Architect or Engineer shall comply with all of Owner’s termination instructions and shall be entitled to receive payment for the portion of Architect or Engineer’s Work actually completed and accepted, and a reasonable overhead and profit (to in no event exceed the Profit

Percentage) in connection with such work, except that if the Prime Contract is also terminated for convenience or otherwise, termination settlement and costs to Architect or Engineer shall be as so provided in the Prime Contract, and in the amount actually received by Architect or Engineer from Owner for such portion of Architect or Engineer’s Work. Architect or Engineer shall not be entitled to any recovery of profit or unabsorbed overhead in connection with portions of Architect or Engineer’s Work not actually performed or future work.

9. ARCHITECT OR ENGINEER’S FAILURE OR INABILITY TO PERFORM

9.1 Causes for Termination. If, in the opinion of Owner, Architect or Engineer shall at any time: (i) fail in any respect to prosecute Architect or Engineer’s Work according to the current schedule;

(ii) submit a false or misleading lien or claim waiver; (iii) fail to make payments to its subcontractors, employees and suppliers; (iv) file a petition under the Bankruptcy code, make an assignment for the benefit of creditors or become insolvent; or (v) otherwise fail to comply with all provisions of its Contract

Documents then, after providing written notice to Architect or Engineer of such failure or default and the passage of twenty-four (24) hours from Architect or Engineer’s receipt of such notice without such failure or default being fully remedied or cured, Owner, at its option may:

(a) take such steps as are necessary to remedy or cure the failure or default (without voiding or modifying the other provisions of the Contract), in which case the Architect or Engineer shall be liable to

Owner for all consequent costs, plus interest, and reasonable attorney’s fees thereof;

(b) terminate the Architect or Engineer for default; or

(c) seek specific performance of Architect or Engineer’s obligations under the Contract, it being agreed by Architect or Engineer that specific performance may be necessary to avoid irreparable harm to Owner.

9.2 Demand for Assurances. In the event Owner becomes concerned about Architect or

Engineer’s ability to continue performance under the Contract, Owner may demand that Architect or

Engineer provide reasonable assurances of its ability for timely future performance of the Contract. Failure to comply with such a demand within ten (10) days of Architect or Engineer’s receipt thereof shall entitle

Owner to terminate the Contract for default.

9.3 Owner’s Rights Upon Termination for Default. In the event of termination for default, Owner may, at its option either by itself or through others complete Architect or Engineer’s Work by whatever method Owner may deem expedient. In the event of termination for default, Architect or

Engineer shall not be entitled to receive any further payment until Architect or Engineer’s Work shall be fully completed and accepted by the Owner. At such time, if the unpaid balance of the Contract Price to be paid exceeds the expense incurred by Owner to so complete Architect or Engineer’s Work and all attorneys’ fees incurred by Owner as a result of such termination for default, such excess shall be paid by

Owner to Architect or Engineer. However, if the expense incurred by Owner to so complete Architect or

Engineer’s Work exceeds the unpaid balance of the Contract Price, then Architect or Engineer shall pay

Owner such excess expense and all attorneys’ fees incurred by Owner as a result of such termination for default.

9.4 Recourse Against Owner. If Owner wrongfully terminates Architect or Engineer, Owner shall be liable to Architect or Engineer for the costs Owner would have paid to Architect or Engineer if

Owner had terminated Architect or Engineer for convenience. Architect or Engineer’s aforesaid remedy shall be exclusive. Nothing hereunder shall prevent Owner from withholding monies from Architect or

Engineer under other provisions of the Contract Documents.

9.5 Force Majeure. The performance of the Contract by either party shall be subject to acts of God, war, government regulation, natural disaster, strikes, civil disorder, curtailment of transportation or supply facilities or other emergency beyond the control and not of the making of either party, making it impossible to perform the obligations set forth in the Contract in accordance therewith. In the event such circumstances occur, if performance is totally impossible, either party may terminate the Contract without liability therefore. If partial performance is possible under the Contract, reasonable extensions of time for said performance shall be allowed.

10. INSURANCE

10.1 Policies. Before commencing Architect or Engineer’s Work, Architect or Engineer shall procure and maintain at its own expense Professional Design Liability insurance coverage in the amount of

$1,000,000 annual aggregate. Coverage shall be maintained without interruption from date of commencement of work until termination of this agreement.

10.2 Notice and Right to Pay Premiums. Architect or Engineer shall provide Owner with copies of certificates of insurance coverage for all required coverages and proof of payment of all premiums. Insurance policies shall provide for notification to Owner of non-payment of any premium and shall give Owner the right to make the premium payment thereunder within a reasonable time. Any premium payments made by Owner shall be deducted from amounts due Architect or Engineer under the

Contract. Insurance policies shall provide for thirty (30) days prior written notice to Owner of cancellation or modification.

10.3 Certificates of Insurance. Architect or Engineer must submit a Certification of Insurance acceptable to the Owner prior to commencement of the work.