847429fireBed.pdf

INVITATION FOR BIDS

IFB No. 2027-3

Issue Date: October 2, 2026 County of Bedford, Virginia

122 East Main Street Bedford, VA 24523

View Solicitation Online

The County of Bedford, Virginia, (“Owner”), will receive sealed bids for the below-described goods/services, subject to the conditions and instructions specified herein.

Title/Project:

Hybrid Fire Extinguishing System Installation IFB

Pre-Bid Meeting

Date: October 14, 2026, Time: 10:00 AM Location: 122 East Main Street (Administration Building), 3rd Floor Large Meeting Room Attendance is Optional

Bids Due: November 4, 2026, at 10:00 AM

Method of Bid Submittal

Submittal requirements shall be as specified in Section B.1.b. No exceptions.

Bid Reading: Bids will be opened and announced by department staff as specified in Section B.3.

Questions:

Questions or comments related to this solicitation shall be directed to the Procurement Manager not later than 10:00 a.m. on October 21, 2026. All questions shall be submitted in writing (email is preferred). Telephone inquiries will not be accepted.

Questions submitted after the deadline will not be answered.

Procurement Manager Contact:

Heather Knight, CPPB, VCO, VCA (Finance Department) hknight@bedfordcountyva.gov

This solicitation as well as all Bedford County solicitations are posted on the County’s procurement website (https://www.bedfordcountyva.gov/government/departments-and-offices-e-n/finance/solicitations) and are available for free download. The solicitation is also posted on eVA, Virginia’s eProcurement Portal (www.eva.virginia.gov) and is available for free download.

Hybrid Fire Extinguishing System Installation IFB IFB 2027-3

Table of Contents

REQUIREMENTS

Section A – Specifications/Scope of Work Section B – Bid Process Section C – General Terms and Conditions Section D – Special Terms and Conditions

EXHIBITS

Exhibits are provided for reference; do not complete or return them with your bid.

A Sample Contract is provided as an Exhibit. Exhibits within the Sample Contract may be referenced in other sections of the IFB.

Exhibits within the Contract shall include:

A. Bidder’s Bid B. Certification of Compliance with Immigration Laws and Regulations C. Insurance Requirements D. Escrow Agreement E. Specifications F. Drawings

SUBMITTAL DOCUMENTS

Form A: Bid Form (Include responses to all sections)

Form B: SWAM Information Form C: References Form D: Proprietary Information Form E: Insurance Carrier Acknowledgement or Certificate of Insurance

REQUIREMENTS

SECTION A

SPECIFICATIONS/SCOPE OF WORK

1. PURPOSE: The purpose of this Invitation for Bids (IFB) is to solicit bids to furnish/provide installation of hybrid fire extinguishing system in the Administration Building and the Sheriff/Emergency Communications Building.

2. BACKGROUND: The County is the fifth largest county by land area in the Commonwealth of

Virginia, with a population of more than 80,000. According to census data, the County has seen a 25 percent increase in population growth since 2000.

3. SCOPE OF WORK: In the Administration Building, remove and dispose of existing Halon system and components including the alarm system for the Halon system.

At both the Administration Building and the Sheriff/Emergency Communications building, cap or plug existing wet sprinkler over the rooms where the hybrid system is being installed.

Install new hybrid fire extinguishing system in the three rooms indicated (per the specifications) including all work necessary for complete, working code compliant system.

Detailed requirements of the Specifications are specified and Exhibits E and F.

SECTION B

BID PROCESS

1. BID PREPARATION AND SUBMISSION REQUIREMENTS

a. Direct contact with anyone other than the County of Bedford, Virginia, including the Owner’s departments or the Owner’s contractors, regarding this Invitation for Bids is expressly forbidden except with the permission of the Department Contact. Violation of this directive may result in a determination that the Bidder is ineligible for award.

b. Bids shall be submitted as specified below; other methods are not allowed.

1. Sealed Bids shall be emailed or delivered to the County of Bedford, Finance Department, 122 East Main Street, Suite 203 (3rd Floor), Bedford, VA, 24523 between the hours of 8:30am to 5:00pm Monday through Friday.

The following information should be written on the outside of the submittal envelope or package (or noted in the email):

Bid Number Title of Bid Submittal Deadline Date and Time Bidder’s Name

2. If the building is closed to visitors, call 540.586.7729 and County staff will meet you at the building’s front door to receive your bid.

3. If the building is closed to both visitors and staff (i.e.: snow closing), then bids shall be accepted on the next business day of the County of Bedford at the originally scheduled time.

4. In addition to delivery by the Bidder as described above, bids may be delivered by USPS, UPS, FedEx, etc., however the County assumes no responsibility for misrouted documents, and will not consider them if they are received after the specified date and time deadline.

c. Bids will not be accepted if submitted by any other method than as specified in “b” above.

d. All bids shall be submitted on and in accordance with this form. Failure to return required documents and information specified herein may result in a determination that the bid is non-responsive. All costs associated with preparing a bid are the Bidder’s responsibility.

e. The solicitation document as posted by the County shall be considered the official copy. In the case of any inconsistency between bid documents submitted to the County, but not clearly listed on the exception page of the document as an exception by the Bidder, the language of the official copy shall prevail. Furthermore, any exception or changes to the specifications made by the Bidder may be cause to disqualify the bid from award consideration.

If this solicitation requests information in an electronic format, all electronic files uploaded must be in a common format accessible by software programs the County uses. Those common formats are generally described as Microsoft Word (.doc or .docx), Microsoft Excel (.xls or .xlsx), Microsoft Power Point (.ppt or pptx), or Adobe Portable Document Format (.pdf.). Offerors will not secure, password protect or lock uploaded files; the County must be able to open and view the contents of the file. Offerors will not disable or restrict the ability of the County to print the contents of an uploaded file. Scanned documents or images must be of sufficient quality, no less than 150 dpi, to allow for reading or interpreting the words, drawings, images, or sketches. The County may disqualify any Submittal Response that does not meet the criteria stated in this paragraph.

f. Bids must be received by the County as specified on page one of the IFB [or as adjusted per Section B, or by addendum]. Bids received after the due date and time will not be accepted or considered. It will be the responsibility of the Bidder to see that his bid is received by the specified time and date.

Date of postmark will not be considered. There will be no exceptions. If the Vendor/Offeror is submitting a response via email, the Vendor/Offeror is responsible for confirming that the type and size of the files to be transmitted can be received by the County before the submission deadline.

Submissions received after the deadline due to technological difficulties will not be considered.

g. The County’s receipt of a bid document is not to be construed as a determination that the bid document is responsive, nor shall receipt of a bid document be construed as an award or an order to provide goods or services.

h. All bids must be signed by an officer or employee having the authority to sign on behalf of the firm.

i. Prices shall be stated in units of quantity specified. No additional charges shall be passed on to the Owner, including any applicable taxes, delivery, or surcharges. Prices quoted shall be the final cost to the Owner.

j. All prices and notations should be in ink or typewritten. Mistakes may be crossed out and corrections made in ink and must be initialed and dated in ink by the person signing the bid.

k. Prices shall be entered on and in accordance with the bid form. In case of an error in the calculation of cost based on multiple units of the same item, the unit price shall govern and the correct amount will be calculated by the County. In case of an error in the total cost, the individual line items shall govern and the summation will be calculated by the County. When included on the bid form, failure to provide unit pricing may result in a determination of non-responsiveness.

l. The Terms and Conditions in this Invitation For Bids shall supersede any terms and conditions of the Bidder’s bid. Any additional conditions a Bidder intends to be considered must be submitted as part of the bid and be indicated on the Exceptions section of the Bid Form. Such exceptions may result in the bid being determined non-responsive.

m. The Specifications, Scope of Work, Item Descriptions, etc. shall supersede any additional writings submitted by the Bidder. Such writings shall be clearly marked and noted by the Bidder on the exception page.

n. All materials specified shall have been determined to have characteristics appropriate for the purposes of this Project. When the drawings or specifications specify one or more manufacturers' brand names or makes of materials, devices or equipment as indicating a quality, style, appearance or performance, the Bidder shall base his bid on either one of the specified brands. Unless the clause “or equal” is used in the specifications or Scope of Work pertaining to the material or article, only the specified items shall be used. In the event, however, that the clause “or equal” is used in the specifications pertaining to the material or article, the proposed use of an alternate article other than that specified must be approved by the Owner. Use of an alternate shall not be permitted unless it has been found to be equal or better by the Owner and at no additional cost.

The burden of proof as to the comparative quality and suitability of alternative equipment, articles or materials shall be upon the Bidder and he shall furnish at his own expense, such information relating thereto as may be required by the Owner. The Owner shall be the sole judge as to the comparative quality and suitability of alternative equipment, articles or materials and his decisions shall be final and unreviewable.

Requests for approval of alternate products shall be submitted in writing a minimum of seven (7) calendar days prior to the due date and time of the bids and shall include manufacturers samples(s).

Consideration will be given to bids submitted on alternate commodities to the extent that such action is deemed to serve best the interests of the Owner. If the Bidder does not indicate that the commodity he proposes to furnish is other than specified, it will be construed to mean that the Bidder proposes to furnish the exact commodity describe.

o. The apparent silence of these specifications and any supplemental specifications as to any detail or the omission from the specifications of a detailed description concerning any point shall be regarded as meaning only the best commercial practices are to prevail and correct type, size and design are to be used. All interpretations of these specifications shall be made on the basis of this statement.

p. Bidders may request withdrawal of their bids from consideration due to error by giving notice to the Department Contact not later than two business days after bids are publicly opened. Work papers showing evidence of error(s) may be required. Upon request, administrative withdrawal procedures will be provided that shall be used for that purpose.

q. A bid by a Bidder certifies that they are not currently debarred or suspended by a local, state or federal government entity from doing business with that entity. If a debarment or suspension exists, supporting information shall be provided with the response. Suspension or debarment may disqualify the Bidder from award of a contract.

r. Bid submittals (including all documents, schedules, reports, plans and other attachments) shall become the property of the County of Bedford, VA and/or any agency of the County, and/or any political subdivision for whom the County of Bedford, VA issues this solicitation, and documents will not be returned to the Bidder.

2. ADDENDA: Changes or supplemental instructions to this Invitation For Bids will be in the form of written Addenda. All Addenda will be posted online with this solicitation. It is the Bidder’s responsibility to check for Addenda prior to the bid due date and time to ensure that all addenda are received.

The County posts all solicitations and related addenda on the Finance webpage

(https://www.bedfordcountyva.gov/government/departments-and-offices-e-n/finance/solicitations).

All Bidders shall acknowledge receipt of Addenda with the Bid. Acknowledgement of all Addenda shall be in the space provided on the Bid Form or by returning a copy of each signed Addendum. If all Addenda are not acknowledged, the Bid may be determined non-responsive.

3. PUBLIC OPENING: Bids must be received by the time specified on page one of the IFB [or as adjusted per Section B, or by addendum]. Ten minutes after that time, bids will be opened and announced by staff in the County Administration Building’s third-floor Large Meeting Room.

4. AWARD AND EXECUTION OF CONTRACT:

A. Award of Contract:

The Contract will be awarded or the bids rejected as soon as reasonably possible, but not later than sixty

(60) days after the date of opening bids, unless the period for acceptance is otherwise extended at request of Owner and agreed to in writing by the Bidder, or Bidders.

A single award will be made to the lowest responsive and responsible Bidder and shall be based on the Bid Summation of TOTAL BASE BID PRICE.

When the terms and conditions of multiple bids are so provided for in the invitation for bid, awards may be made to more than one bidder. If in the event only one bid is received and the Department Contact in consultation with the Procurement Manager makes a determination that it would not be in the best interest of the Owner to re-bid the procurement, such determination shall be in writing and shall be provided to the approving authority when approval by other than the Procurement Manager is required. In case of a tie bid, preference shall be given to goods, services, and construction produced in Virginia or provided by Virginia persons, firms, or corporations (with Bidders situated within the County of Bedford given first preference) if such a choice is available; otherwise the tie bid shall be decided by lot. Where all Bidders are Virginia persons, firms, or corporations (or alternatively, if all Bidders are non-Virginia persons, firms, or corporations), the tie shall also be decided by lot.

A notice of award will be posted with the original solicitation on the Finance webpage (https://www.bedfordcountyva.gov/government/departments-and-offices-e-n/finance/solicitations).

The County reserves the right to reject any and all bids, including if the County determines any of the bid prices are significantly unbalanced to the potential detriment of the County, and to waive any informality, if it is determined to be in the best interest of the County. Unless canceled or rejected, a responsive bid from the lowest responsible Bidder shall be accepted as submitted; except if the bid from the lowest responsible Bidder exceeds available funds, the Purchasing Agent may negotiate with the apparent low Bidder to obtain a contract price within available funds.

A Bidder may protest the award or decision to award by submitting such protest in writing to the Procurement Manager no later than ten (10) days after the award of the announcement of the decision to award. No protest shall lie for a claim that the selected Bidder is not a responsible Bidder. The written protest shall include the basis for the protest and the relief sought.

B. Entering Contract:

Upon award of the solicitation to a Bidder, such Bidder shall enter into the Contract by signing the Contract and by furnishing the Bond(s) for faithful performance as prescribed herein and the Certificate of Insurance with Endorsement(s) within ten (10) calendar days after the date of the award. Failure to provide the Certificate and endorsement(s) within this period may be cause for the County to award a contract to the next responsive Bidder and hold the original Contractor liable for excess costs.

No contract shall result from the submission of any bid and no liability shall accrue with respect thereto until a written contract and accompanying documents have been fully and completely executed on the part of the successful Bidder and the Owner. However, failure by the successful Bidder to enter into a written contract shall cause the successful Bidder to forfeit the full amount of the bid guarantee to the Owner.

C. Contract Period:

The Contractor shall commence work after receipt of Notice to Proceed.

If a determination is made by the Procurement Manager that circumstances warrant, a contract extension, under the terms and conditions contained herein, may be considered for up to six (6) months following the end of the final one-year renewal period upon mutual agreement of the Owner and Contractor.

5. DEBRIEFING

Bid and proposal records shall be open to public inspection only after award of the Contract. Unless the Owner decides not to accept any bids or not to accept any of the proposals and reopen the solicitation, any Bidder may be allowed to inspect the bid records after bid opening, and any offeror may be allowed to inspect the proposal records after the evaluation and negotiation of proposals are completed, and prior to award.

Inspection of the records shall be made available in the office of Finance for public review. Interested parties may request a review time during normal business hours, 8:30 a.m. – 5:00 p.m., Monday -Friday.

The Procurement Manager reserves the right to limit the duration of inspection reviews to not more than sixty minutes per review; multiple reviews are allowed. Until available to the public, no copy, photograph, or any other facsimile of a procurement record shall be allowed.

A notice of decision to award or award will be posted with the original solicitation on Finance’s webpage (https://www.bedfordcountyva.gov/government/departments-and-offices-e-n/finance/solicitations).

SECTION C

GENERAL TERMS, CONDITIONS, AND INSTRUCTIONS TO BIDDERS/OFFERORS

GENERAL CONDITIONS AND INSTRUCTIONS FOR PROFESSIONAL SERVICE CONTRACTS

These general rules and conditions shall apply to all purchases and be a part of each solicitation and every contract awarded by Bedford County. The term “Owner” as used herein refers to the County. Offeror or their authorized representatives are expected to inform themselves fully as to the conditions, requirements, and specifications before submitting proposals: failure to do so will be at the offeror’s own risk and except as provided by law, relief cannot be secured on the plea of error.

Subject to all Federal, State and local laws, policies, resolutions, regulations, rules, limitations and legislation, proposals on all solicitations issued by the Owner will bind offerors to applicable conditions and requirements herein set forth unless otherwise specified in the solicitation.

1. AUTHORITY-The County Department Contact or designee has the sole responsibility and authority for negotiating, placing and when necessary, modifying every solicitation, contract and task order issued by the Owner. Unless specifically delegated by the Director of the department issuing the solicitation, no other Owner officer or employee is authorized to order supplies or services, enter into purchase negotiations or contracts, or in any way obligate the Owner for an indebtedness. Any agreement or contract made which is contrary to these provisions and authorities shall be of no effect and void and the Owner shall not be bound thereby.

2. COMPETITION INTENDED: It is the Owner’s intent that this solicitation permit competition. It shall be the Offeror’s responsibility to advise the Director of the department issuing the solicitation in writing if any language, requirement, specification, etc., or any combination thereof, stifles competition or inadvertently restricts or limits the requirements stated in this solicitation to a single source. The Director must receive such notification not later than five (5) business days prior to the deadline set for acceptance of the proposals.

CONDITIONS OF BIDDING

3. CLARIFICATION OF TERMS - If any Offeror has questions about the specifications or other solicitation documents, the prospective Offeror should contact the contact whose name appears on the face of the solicitation no later than five (5) business days prior to the date set for receipt of proposals. Any revisions to the solicitation will be made only by addendum issued by the Owner. Notifications regarding specifications may not be considered if received in less than five (5) business days of the date set for receipt of proposals.

4. MANDATORY USE OF OWNER FORM AND TERMS AND CONDITIONS: Failure to submit a proposal on the official Owner form provided for that purpose shall be a cause for rejection of the proposal. Unauthorized modification of or additions to any portion of the Request for Proposal may be cause for rejection of the proposal. However, the Owner reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject any proposal which has been modified.

5. LATE PROPOSALS & MODIFICATION OF BIDS:

Any bid/modification received at the office designated in the solicitation after the exact time specified for receipt of the bid/modification is considered a late bid/modification.

The Owner is not responsible for delays in the delivery of the mail by the U.S. Postal Service, private carriers or the inter-office mail system. It is the sole responsibility of the Bidder/Offeror to ensure their bid/proposal reaches the Owner by the designated date and hour at the County Administration Office.

a. The official time used in the receipt of bids is that time in the County Administration Office.

b. Late bids/modifications will be returned to the Offeror UNOPENED, if solicitation number, acceptance date and Offeror’s return address is shown on the container.

c. If the Owner closes its offices due to inclement weather scheduled receipt of bids will be extended to the next business day, same time.

6. WITHDRAWAL OF BIDS/PROPOSALS:

A Bidder/Offeror for a contract other than for public construction may request withdrawal of his or her bid/proposal under the following circumstances:

a. Bids/Proposals may be withdrawn on written request from the Bidder/Offeror received at the address shown in the solicitation prior to the time of acceptance.

b. Requests for withdrawal of bids/proposals after opening of such bids/proposals but prior to award shall be transmitted to the Owner, in writing, accompanied by full documentation supporting the request. If the request is based on a claim of error, documentation must show the basis of the error. Such documentation may take the form of supplier quotations, vendor work sheets, etc. If bid bonds were tendered with the bid, the Owner may exercise its right of collection.

No Bid/Proposal may be withdrawn under this paragraph when the result would be the awarding of the contract on another Bid/Proposal of the same bidder/offeror or of another bidder/offeror in which the ownership of the withdrawing bidder/offeror is more than five percent. In the case of Invitation for Bid’s, if a bid is withdrawn under the authority of this paragraph, the lowest remaining bid shall be deemed to be the low bid.

No bidder/offeror that is permitted to withdraw a bid/proposal shall, for compensation, supply any material or labor to or perform any subcontract or other work agreement for the person or firm to whom the contract is awarded or otherwise benefit, directly or indirectly, from the performance of the project for which the withdrawn bid/proposal was submitted.

7. IDENTIFICATION OF BID ENVELOPE: The signed bid and requested copies should be returned in a separate envelope or package, sealed and identified with the following information:

ADDRESSED AS INDICATED ON PAGE 1; IFB NUMBER & TITLE

BID DUE DATE AND TIME; FIRM NAME AND COMPLETE MAILING ADDRESS (RETURN ADDRESS)

If a bid is not addressed with the information as shown above, the Bidder takes the risk that the envelope may be inadvertently opened and the information compromised, which may cause the bid to be disqualified. Bids may be hand delivered to the designated location in the office issuing the solicitation. No other correspondence or other bids should be placed in the envelope.

8. ACCEPTANCE OF BIDS: Unless otherwise specified, all formal bids submitted shall be valid for a minimum period of sixty (60) calendar days following the date established for acceptance. At the end of the sixty (60) calendar days the bid may be withdrawn at the written request of the Bidder. If the bid is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled.

9. OFFEROR’S PRESENT: At the time fixed for the receipt of responses for Request for Proposals, only the names of the offerors will be read and made available to the public.

10. RESPONSE TO SOLICITATIONS: In the event a Firm cannot submit a bid on a solicitation, the Firm is requested to return the solicitation cover sheet with an explanation as to why the vendor is unable to submit a bid.

11. DEBARMENT STATUS: By submitting their bids, Bidders certify that they are not currently debarred from submitting bids/proposals on contracts by the Owner, nor are they an agent of any person or entity that is currently debarred from submitting bids or proposals on contracts by the Owner or any agency, public entity/locality or authority of the Commonwealth of Virginia.

12. ETHICS IN PUBLIC CONTRACTING: The provisions contained in Sections 2.2-4367 through 2.2-4377 of the Virginia Public Procurement

Act as set forth in the 1950 Code of Virginia, as amended, shall be applicable to all contracts solicited or entered into by the Owner. By submitting their bids/proposals, all Bidders/Offerors certify that their bids/proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Bidder, Offeror, supplier, manufacturer or subcontractor in connection with their bid/proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

13. NO CONTACT POLICY: No Offeror shall initiate or otherwise have contact related to the solicitation with any Owner representative or employee, other than the Director (or designee), after the date and time established for receipt of proposals. Any contact initiated by an Offeror with any Owner representative, other than the Director (or designee), concerning this solicitation is prohibited and may cause the disqualification of the Offeror from this procurement process.

14. CONFLICT OF INTEREST: The Offeror certifies that to the best of its knowledge no employee of the Owner nor any member thereof, nor any public agency or official affected by the proposal, has a pecuniary interest in the business of the Offeror, and that no person associated with the Offeror has any interest that would conflict in any manner with the performance of the proposal.

GENERAL POLICIES FOR ARCHITECTURAL/ENGINEERING SERVICES

15. LICENSE/REGISTRATION: Entities (e.g., individuals, partnerships, or corporations) offering to provide architectural and/or engineering services shall be properly registered and licensed in Virginia as required by the Department of Professional and Occupational Regulation and, if incorporated, the State Corporation Commission. The architect or engineer in charge of each discipline shall be currently licensed in the Commonwealth of Virginia and shall affix his or her seal to those documents for which he or she is responsible.

16. PRIME DESIGN PROFESSIONAL: The Owner normally contracts with a single entity as “Prime Design Professional” to provide the project architectural and/or engineering services. The Prime Design Professional may have all necessary disciplines in-house or it may subcontract with consultants to provide services in some disciplines. The Prime Design Professional may be an architect, engineer, or an architect/engineer entity.

For each project, the Owner determines which entity will best satisfy the Owner’s requirements for providing services. Meeting schedule and budget limitations and managing the services to be provided on the particular project.

AWARD

17. AWARD OR REJECTION OF BIDS: Awards made in response to a RFP will be made to the highest qualified offeror whose proposal is determined, in writing, to be the most advantageous to the Owner taking into consideration the evaluation factors set forth in the RFP. The Owner reserves the right to reject any or all proposals and to waive any informality in proposals received whenever such rejection or waiver is in the best interest of the Owner. Award may be made to as many offerors as deemed necessary to fulfill the anticipated requirements of the Owner. The Purchasing Agent also reserves the right to reject the proposal if an Offeror is deemed to be a non-responsible Offeror.

18. ANNOUNCEMENT OF AWARD: Upon the award or announcement of the decision to award a contract as a result of this solicitation, award results may be viewed at the Bedford County website at https://www.bedfordcountyva.gov/government/departments-and-offices-e-n/finance/solicitations

19. QUALIFICATIONS OF OFFERORS: The Owner may make such reasonable investigations as deemed proper and necessary to determine the ability of the Offeror to perform the work/furnish the service(s) and the Offeror shall furnish to the Owner all such information and data for this purpose as may be requested. The Owner reserves the right to inspect Offeror’s physical facilities prior to award to satisfy questions regarding the Offeror’s capabilities. The Owner further reserves the right to reject any proposal if the evidence submitted by or investigations of, such Offeror fails to satisfy the Owner that such Offeror is properly qualified to carry out the obligations of the contract and to complete the work/furnish the service(s) contemplated therein.

CONTRACT PROVISIONS

20. APPLICABLE LAW AND COURTS: Any contract resulting from this solicitation shall be governed in any respects by the laws of Virginia, exclusive of its conflicts-of-laws rules, and any litigation with respect thereto shall be brought in the General District or Circuit Court of Bedford County, Virginia. The Offeror shall comply with applicable federal, state and local laws and regulations.

21. IMMIGRATION REFORM AND CONTROL ACT OF 1986: By submitting their bids, Bidders certify that they do not and will not during the performance of this contract employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986.

22. ANTI-TRUST: By entering into a contract, the Offeror conveys, sells, assigns, and transfers to the Owner all rights, title and interest in and to all causes of the action it may now have or hereafter acquire under the antitrust law of the United States and Bedford County, relating to the particular goods or services purchased or acquired by the Owner under said contract. Consistent and continued tie bidding could cause rejection of bids by the Purchasing Agent and/or investigation for Anti-Trust violations.

23. PAYMENT TERMS: Unless otherwise provided in the solicitation payment will be made thirty (30) days after receipt of a proper invoice, or thirty (30) days after receipt of all goods or acceptance of work, whichever is the latter.

a. Invoices for items/services ordered, delivered/performed and accepted shall be submitted by the Offeror directly to the payment address shown on the task order. All invoices shall reference the contract, task order, and any federal employer identification number.

b. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

c. The date of payment shall be deemed the date of postmark in all cases where payment is made by mail.

d. Any payment made by the Offeror to the Owner shall only be made in U.S. Dollars. If payment is received in foreign currency the Owner may, in its sole discretion, reject such payment and require immediate compensation in U.S. Dollars.

24. PAYMENT TO SUBCONTRACTORS: An Offeror awarded a contract under this solicitation is hereby obligated:

a. To pay the subcontractor(s) within seven (7) days of the Offeror’s receipt of payment from the Owner for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or

b. To notify the Owner and the subcontractor(s), in writing, of the Offeror's intention to withhold payment and the reason.

The Offeror is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the Offeror that remain unpaid seven (7) days following receipt of payment from the Owner, except for amounts withheld as stated in 2 above. The date of mailing of any payment by U.S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier contractor performing under the primary contract. A Offeror's obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Owner.

25. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the Offeror in whole or in part without the written consent of the

Owner.

26. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Owner, after due oral or written notice, may procure them from other sources and hold the Offeror responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to other remedies which the Owner may have.

27. ANTI-DISCRIMINATION: By submitting their bids/proposals, Bidders/Offerors certify to the Owner that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and Section 2.2-4311 of the Virginia Public Procurement Act. If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient’s religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, 2.2-4343.1(E)).

In every contract over $10,000 the provisions in A and B below apply:

a. During the performance of this contract, the Offeror agrees as follows:

1. The Offeror will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Offeror. The Offeror agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

2. The Offeror, in all solicitations or advertisements for employees placed by or on behalf of the Offeror, will state that such Offeror is an equal opportunity employer.

3. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this Section.

b. The Offeror will include the provisions of A. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

28. INVOICES: Invoices for items ordered, delivered and accepted shall be submitted by the Offeror directly to the payment address shown on the task order. All invoices shall show the RFP number and/or task order number.

29. CHANGES TO THE CONTRACT: Changes can be made to the contract in any of the following ways:

a. The parties may agree to a written modification of the scope of the contract. An increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

b. The Owner may order changes within the general scope of the contract at any time by written notice to the Offeror. Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation. The Offeror shall comply with the notice upon receipt. The Offeror shall be compensated for any additional costs incurred as the result of such order and shall give the Owner a credit for any savings. Said compensation shall be determined by one of the following methods.

1. By mutual agreement between the parties in writing; or

2. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the Offeror accounts for the number of units of work performed, subject to the Owner’s right to audit the Offeror’s records and/or determine the correct number of units independently; or

3. By ordering the Offeror to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The Offeror shall present the Owner with all vouchers and records of expenses incurred and savings realized. The Owner shall have the right to audit the records of the Offeror as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the Owner within thirty (30) days from the date of receipt of the written order from the Owner. If the parties fail to agree on an amount of adjustment, the questions of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for relieving disputes provided by the Disputes Clause of this contract.

Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the Offeror from promptly complying with the changes ordered by the Owner or with the performance of the contract generally.

c. No modification for a fixed price contract may be increased by more than 25% or $50,000, whichever is greater without the advanced written approval of the Board of Supervisors.

30. INDEMNIFICATION: Offeror shall indemnify, keep and save harmless the Owner, its agents, officials, employees and volunteers against claims of injuries, death, damage to property, patent claims, suits, liabilities, judgments, cost and expenses which may otherwise accrue against the Owner in consequence of the granting of a contract or which may otherwise result there from, if it shall be determined that the act was caused through negligence or error, or omission of the Offeror or his or her employees, or that of the sub Offeror or his or her employees, if any; and the Offeror shall, at his or her own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising there from or incurred in connection therewith; and if any judgment shall be rendered against the Owner in any such action, the Offeror shall, at his or her own expenses, satisfy and discharge the same. Offeror expressly understands and agrees that any performance bond or insurance protection required by this contract, or otherwise provided by the Offeror, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Owner as herein provided.

31. DRUG-FREE WORKPLACE: During the performance of this contract, the Offeror agrees to (i) provide a drug-free workplace for the Offeror’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Offeror’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Offeror that the Offeror maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a Offeror in accordance with this chapter, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

32. TERMINATION: Subject to the provisions below, the contract may be terminated by the Owner upon thirty (30) days advance written notice to the other party. Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

A. Termination for Convenience: The Owner may terminate the Contract in whole or in part for convenience by delivering to the Contractor a written notice of termination specifying the extent to which performance under the Contract is terminated and the effective date of the termination. Upon receipt of such notice, the Contractor must stop Work, including but not limited to Work performed by subcontractors and consultants, at such time and to the extent specified in the notice. If the Contract is terminated for convenience, the Contractor shall be entitled to those fees earned for Work performed in accordance with the Contract prior to the notice of termination. Thereafter, the Contractor shall be entitled to any fees earned for work not terminated, but shall not be entitled to lost profits for the portions of the Contract which were terminated. The Contractor will be compensated for reasonable costs or expenses for delivery to the Owner of the products of the services for which the Contractor has or will receive compensation.

B. Termination for Cause: If the Contractor should substantially breach the Contract or fail to perform the services, or any portion thereof, required by the Contract, the Owner may terminate the Contract for cause by giving written notice as set forth above or may give the Contractor a stated period of time within which to remedy its breach of contract. If the Contractor shall fail to remedy the breach within the time allotted by the Owner, the Contract may be terminated by the Owner at any time thereafter upon written notice, effective immediately upon receipt. The Owner’s forbearance in not terminating the Contract shall not constitute a waiver of the Owner’s right to terminate in the future for similar breaches or failures to perform. If the Contract is terminated for cause, the Contractor shall be responsible for all damages incurred by the Owner as a result of the Contractor’s breach of Contract or failure to perform, including but not limited to, all costs and expenses incurred in securing a replacement Contractor to fulfill the obligations of the Contract. The thirty (30) days advance notice requirement is waived in the event of Termination for Cause.

C. Termination Due to Unavailability of Funds in Succeeding Fiscal Years: When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year, the contract shall be canceled.

D. Delivery of Materials: Any termination shall not relieve the Contractor of the obligation to deliver to the Owner all products of the services for which the Contractor has been or will be compensated. Unless otherwise agreed to in writing, the Contractor shall deliver the materials to the Owner within thirty (30) days of receipt of the notice of termination. Failure to do so shall result in the withholding of final payment and shall constitute a material or substantial breach of Contract.

E. Compensation Due the Contractor: When the Contractor is terminated for convenience, the following method shall be utilized in computing amounts due the Contractor for services prior to termination:

Payment for Additional Services portion of the fee shall be any portion of those services provided up through the notice of termination.

Payment for the Reimbursable Expenses shall be based on approved reimbursable expenses incurred up through the notice of termination.

The Contractor shall submit invoices for all such amounts in accordance with the normal billing process, but in no event later than 60 days after the last Work is performed. All amounts invoiced are subject to deductions for amounts previously paid or for amounts due the Owner.

33. VIRGINIA FREEDOM OF INFORMATION ACT: All proceedings, records, contracts and other public records relating to procurement transactions shall be open to the inspection of any citizen, or any interested person, offeror or corporation, in accordance with the Virginia Freedom of Information Act except as provided below:

a. Cost estimates relating to a proposed procurement transaction prepared by or for a public body shall not be open to public inspection.

b. Any competitive sealed bidding bidder, upon request, shall be afforded the opportunity to inspect bid records within a reasonable time after the opening of bids but prior to award, except in the event that the Owner decides not to accept any of the bids and to reopen the contract.

Otherwise, bid records shall be open to public inspection only after award of the contract. Any competitive negotiation offeror, upon request, shall be afforded the opportunity to inspect proposal records within a reasonable time after the evaluation and negotiations of proposals are completed but prior to award except in the event that the Owner decides not to accept any of the proposals and to reopen the contract.

Otherwise, proposal records shall be open to the public inspection only after award of the contract except as provided in paragraph “c” below. Any inspection of procurement transaction records under this section shall be subject to reasonable restrictions to ensure the security and integrity of the records.

c. Trade secrets or proprietary information submitted by a bidder, offeror or Offeror in connection with a procurement transaction shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the bidder, offeror or Firm must invoke the protections of this section prior to or upon submission of the data or other materials, and must identify the data or other materials to be protected and state the reasons why protection is necessary.

d. Nothing contained in this section shall be construed to require the Owner, when procuring by “competitive negotiation” (Request for Proposal), to furnish a statement of reasons why a particular proposal was not deemed to be the most advantageous to the Owner.

34. AUDIT: The Contractor, by signing the Contract, agrees to retain all books, records, and other documents relative to the Contract for five (5) years after final payment, or until audited by the Owner, whichever is sooner. The Owner, its authorized agents, and/or State auditors shall have full access to and the right to examine any of the materials during said period.

35. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS AND FEDERAL IMMIGRATION LAW: During the term of any contract, the Contractor does not, and shall not during the performance of the contract for goods and services in the Commonwealth of Virginia, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

36. VIRGINIA STATE CORPORATION COMMISSION: If required by law, the Contractor shall maintain a valid certificate of authority or registration to transact business in Virginia with the Virginia State Corporation Commission as required by Section 13.1 or Title 50 of the Code of Virginia, during the term of the Contract or any Contract renewal.