QUICK QUOTE REQUESTS

QQ No. 2027-10-ADM Date: October 5, 2026

County of Frederick, Virginia

FINANCE DEPARTMENT

107 N. Kent Street, 3rd Floor

Winchester, VA 22601 Phone: (540) 665-5610 www.fcva.us/purchasing

Title:

Board Room Area Drop Ceiling Tile Replacement

Quotes Due:

Wednesday, October 28, 2026, 2:00 pm, local time

Project Overview: The County of Frederick is seeking a qualified contractor to remove and properly dispose of the existing ceiling tiles in the Frederick County

Board Room and furnish and install new ceiling tiles in accordance with the requirements of this solicitation.

It is preferred that responses to this solicitation be submitted electronically. For guidance on how to submit your proposal, go to https://eva.virginia.gov/eva-vendor-training.html and select the “Respond to

IFBs and more” PDF located under the heading “Find and Respond to Virginia Business Opportunities

(VBO)”.

Site Visit: A non-mandatory site visit has been scheduled at the Frederick County Administration

Building located at 107 North Kent Street, Winchester, Virginia 22601 for 10:00 am on Wednesday

October 14, 2026.

ALL QUESTIONS SHOULD BE EMAILED TO:

Maintenance Supervisor Tommy Watring, thomas.watring@fcva.us, cc: Purchasing Manager Karen Orndorff, karen.orndorff@fcva.us no later than 2:00 p.m. on Wednesday, October 21, 2026

All questions shall be submitted in writing (email is preferred).

Telephone inquiries will not be accepted.

http://www.fcva.us/purchasing https://eva.virginia.gov/eva-vendor-training.html mailto:thomas.watring@fcva.us mailto:karen.orndorff@fcva.us

SCOPE OF WORK

The County of Frederick is seeking a qualified contractor to remove and properly dispose of the existing ceiling tiles in the Board Room and furnish and install new ceiling tiles in accordance with this Quick

Quote.

A non-mandatory site visit is strongly recommended prior to submitting a quote to allow prospective contractors to inspect the Board Room and existing conditions, including the ceiling grid, ceiling tile cuts, and locations of lighting fixtures, projectors, speakers, and other ceiling-mounted equipment.

Contractors are encouraged to take measurements, assess existing conditions, and identify any conditions that may affect the work or materials. Failure to attend the site visit does not relieve the

Contractor of responsibility for verifying existing conditions, field measuring, determining material quantities, or completing the work as specified.

The Contractor shall remove and properly dispose of approximately 300 or more existing ceiling tiles and temporarily remove and reinstall any lighting fixtures, projectors, speakers, or other ceiling-mounted items necessary to complete the work. All removed items shall be reinstalled the same day and by 5:00 PM to ensure the Board Room remains fully operational.

All removed ceiling tiles shall be replaced with Armstrong Cirrus Classic Step 15/16" Tegular Ceiling

Tile, Item No. 591, or approved equal. Any proposed equal shall be the same type, size, edge detail, acoustical characteristics, appearance, and performance as the specified product and shall be approved by the County prior to purchase or installation.

The Contractor shall verify existing conditions and compatibility with the existing ceiling grid, field measure the area, determine material quantities, and verify all dimensions and quantities prior to ordering materials. The Contractor shall provide all labor, materials, equipment, disposal, and incidental work necessary to complete the project.

The Contractor shall provide two (2) additional boxes of matching ceiling tiles at no additional cost to the County. The additional tiles shall be new, unused, and the same product installed as part of the project. The tiles shall be appropriately packaged and delivered to the County upon completion for future repairs or replacement.

The Contractor shall maintain a clean and orderly work area and remove all debris from the job site at the end of each workday.

The Board Room will remain in use throughout the project and must be fully operational at the end of each business day. All ceiling tiles and temporarily removed fixtures, equipment, and other items shall be properly reinstalled by 5:00 PM each day.

Work shall be performed Monday through Friday, between 6:00 AM and 5:00 PM only. No weekend work is permitted. The Contractor shall coordinate and schedule its work accordingly.

PRICE PAGE

VENDOR NAME: ____________________________________

All prices shall be F.O.B. Destination: Freight, delivery costs, fuel, disposal, labor, equipment, and all incidental charges necessary to complete the work shall be included in the bid price.

The Contractor shall provide a firm lump sum price for the complete ceiling tile replacement project described in the solicitation, including all labor, materials, equipment, supervision, disposal, and incidental costs necessary to complete the work.

The lump sum bid shall include all costs associated with completing the work, regardless of the actual quantity of ceiling tiles or other materials required. No additional payment will be made due to differences between the approximate quantities identified in the solicitation and the actual quantities required to complete the work, except as authorized by the County through a properly executed change order.

The Contractor is responsible for verifying all existing conditions, field measuring, and determining the quantities of materials required to complete the project.

Line

No.

Item Description

Quantity U/M

Lump

Sum Price

Complete Board Room Ceiling Tile

Replacement Project

LS $

TOTAL LUMP SUM BID – a firm lump sum amount to complete the work:

(Numeric Amount)

(Written Amount)

Bidder’s Stated Completion Time: ____________ Calendar Days

Print Name:___________________________________ Title: _______________________

Signature:___________________________________ Date: ________________________

(This form must be signed)

ACKNOWLEDGEMENT OF PAYMENT PROCEDURES

I hereby acknowledge that I have reviewed and agree to the County of Frederick General Terms and Conditions found at www.fcva.us/departments/finance/purchasing/purchasing-docs-forms

I hereby further acknowledge that, with regard to payments to vendors doing business with the County of

Frederick, Virginia, the General Terms and Conditions state as follows:

PAYMENT –

A. The Merchant (Vendor) shall indicate the payment method that they will accept. Frederick County offers two payment methods, purchasing card (VISA credit card) or ACH (electronic deposit). Acceptance of payment by purchasing card usually means that the vendor will need to have credit card processing capability, however the County encourages vendors to check with their financial institutions to ascertain precisely what is necessary to accept the purchasing card.

1. Any surcharge or convenience fee assessed to Frederick County as a condition of accepting a purchasing card as payment for goods and/or services MUST be disclosed prior to the purchase/contract and shall not exceed 3% or $300 per transaction, whichever is less.

2. The Vendor must follow all the steps below (as applicable) in order to impose surcharges or convenience fees:

i. MUST disclose the amount of the surcharge using signs at the register or posted on location on Point of Sale (POS) system.

ii. MUST disclose the amount of the surcharge prior to online check-out.

iii. MUST disclose the surcharge as a separate line item on the invoice or receipt.

iv. Supplier MUST process the surcharge and cost of goods/services as ONE transaction, not separately.

3. IF a quote or invoice received from the vendor does NOT indicate a fee for using a charge card, they may not apply one at the time of payment.

B. Payment shall be made after satisfactory performance of the contract, in accordance with all of the provisions thereof, and upon receipt of a properly completed invoice.

4. All invoices must be sent directly to the buyer department. The buyer department will pay using a purchasing card.

5. Invoices paid by purchasing card can be processed directly by the buyer department at any time upon receipt of an acceptable invoice.

6. If the vendor does not accept purchasing card payments in accordance with County stipulations, the invoice will be processed by the buyer and forwarded to the Finance

Department for ACH or check payment.

7. Please note that ACH and check payments are processed only twice a month and may take up to 30 days to complete. To avoid additional delays, do not send invoices directly to the Finance Department.

C. Frederick County, VA reserves the right to withhold any or all payments or portions thereof for Contractor's failure to perform in accordance with the provisions of the contract or any modifications thereto.

I hereby accept and agree to comply with the foregoing as well as all other terms and conditions of the Contract.

http://www.fcva.us/departments/finance/purchasing/purchasing-docs-forms

I hereby acknowledge my understanding that if I have indicated that purchasing card is an acceptable method of payment, Frederick County will make all payments by purchasing card following the stipulations in section (A) above.

Please indicate payment method(s) accepted (MUST choose one):

____Purchasing Card (VISA credit card) with ______ % surcharge or convenience fee, not to exceed $300 per transaction. Indicate zero percent if no surcharge or convenience fee will be assessed to Frederick County. Split transactions to circumvent the maximum allowable surcharge or convenience fee is strictly prohibited.

OR

____ACH.

By / Date:

Print Name: _

Company:

CONTRACTOR’S LICENSE

BIDDER NAME: _______________________________________________

Under Title 54.1, Chapter 11, Code of Virginia, a Contractor that for a fixed price, commission, fee, or percentage undertakes to bid upon, or accepts, or offers to accept, orders or contracts for performing, managing, or superintending in whole or in part, the construction, removal, repair or improvement of any building or structure permanently annexed to real property owned, controlled, or leased by him or another person or any other improvements to such real property is required to hold a contractors license issued by the Virginia Board for

Contractors. Licenses are issued in one of three license classes; A, B, or C as follows:

1. One hundred twenty thousand dollars ($120,000) or more, or the total value of all such construction, removal, repair or improvements undertaken by such person within any twelve-month period is seven hundred fifty thousand dollars ($750,000) or more shall show evidence of being licensed as a Class A

Contractor.

2. Ten thousand dollars ($10,000.00) or more, but less than one hundred twenty thousand dollars

($120,000) or the total value of all such construction, removal, repair or improvements undertaken by such person within any twelve-month period is one hundred and fifty thousand dollars ($150,000) or more, but less than seven hundred fifty thousand dollars ($750,000) shall show evidence of being licensed as a Class B Contractor.

3. Over one thousand dollars ($1,000) but less than ten thousand dollars ($10,000) or the total value of all such construction, removal, repair, or improvements undertaken by such person within any twelve-month period is no more than one hundred and fifty thousand dollars ($150,000) shall show evidence of being licensed as a Class C Contractor.

The County requires that the contractors license include the specific classification or specialty applicable to the project being bid.

In addition, it is unlawful for any business located in Frederick County to operate without a valid business license. All businesses must be in good standing in the jurisdiction in which they are licensed.

If your business is located in Frederick County, you must include a copy of your current business license with your proposal submission. If your business is not located in Frederick County, you must also include a copy of your current business license from your respective jurisdiction with your proposal.

Provide the License Class held below and attach a copy of the business license:

"License Class A Virginia Contractor No. _________."

"License Class B Virginia Contractor No. _________."

"License Class C Virginia Contractor No. _________."

Classification/Specialty ________________________.

INSURANCE REQUIREMENTS

By signing and submitting a quote the vendor certifies that if awarded the contract, they will have the following insurance coverages at the time the contract is awarded and will supply copies as requested.

1.) The contractor will maintain a general liability policy with $1,000,000 combined single limits with a

$2,000,000 aggregate. Coverage is to be on an occurrence basis with an insurer licensed to conduct business in the Commonwealth of Virginia. The insurer must have an A. M. Best rating of A- or better. The insurer must list the COUNTY OF FREDERICK as an additional insured. The endorsement must be issued by the insurance company. A notation on the certificate of insurance is not sufficient.

2.) The contractor will maintain workers’ compensation coverage in compliance with the laws of the

Commonwealth of Virginia. The coverage must have statutory limits and be with an insurer licensed to conduct business in the Commonwealth of Virginia. The insurer must have an A. M. Best rating of A- or better. As an alternative, it is acceptable for the contractor to be insured by a group self insurance association that is licensed by the Virginia Bureau of Insurance. The contractor will also carry employers liability insurance with a limit of at least $100,000 bodily injury by accident/$500,000 bodily injury by disease policy limit/$100,000 bodily injury by disease each employee.

3.) The contractor will maintain automobile liability insurance with limits of at least $1,000,000. The coverage is to be written with a symbol “1”. The insurer must be licensed to conduct business in the

Commonwealth of Virginia. The insurer must have an A. M. Best rating of A- or better.

Please provide the County with the documents upon request:

1.) Certificate of Insurance (COI) for the County of Frederick, 107 N. Kent St., Winchester, VA

22601. COI must show the Additional Insured status.

2.) Additional Insured Endorsement issued by the insurance company to show the Additional

Insured addition was made to the policy.

3.) Evidence of Workers’ Compensation coverage: Company, Policy Number, Issue Date and

Expiration Date.

BIDDER/OFFEROR STATEMENT

We understand the Insurance Requirements of these specifications and will comply in full if awarded this contract.

Signature:_______________________________________Date:________________________________

Name:__________________________________________Title:________________________________ (Print)

Name of Firm: ______________________________

QUICK QUOTE GENERAL TERMS AND CONDITIONS

1. AUTHORITY: The County has the sole responsibility and authority for negotiating, placing and when necessary modifying every solicitation, contract and purchase order issued by the County of Frederick, VA. The County Finance Director serves as the County Purchasing Agent. In the discharge of these responsibilities, the County Finance Director has appointed the County Purchasing Manager to assist the County Purchasing Agent. Unless specifically delegated by the County, no other County officer or employee is authorized to order supplies or services, enter into purchase negotiations or contracts, or in any way obligate the government of the County of Frederick, VA for an indebtedness. Any purchase ordered or contract made which is contrary to these provisions and authorities shall be of no effect and void and the County shall not be bound thereby.

2. SUBMISSION REQUIREMENTS

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

b. Prices, when requested, shall be stated in units of quantity specified. No additional charges shall be passed on to the County, including sales tax, delivery charges or other surcharges. All deliveries shall be F.O.B. Destination.

c. If the County is closed for business at the time scheduled for Quote opening, regardless of reason, Quotes will be automatically accepted on the next business day of the County, at the originally scheduled time.

d. The Terms and Conditions in this Request for Quotes shall supersede any terms and conditions offered. Any additional conditions an Offeror intends to be considered, must be submitted as part of the Quote and be indicated on the Quote Form. Such exceptions may result in the Quote being determined non- responsive.

e. Submission of a Quote by the Offeror is not to be construed as an award or an order to ship.

f. A Quote by the Offeror 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 Offeror from award of a contract.

3. ADDENDA: Changes or supplemental instructions to this Request for Quotes will be posted online with this solicitation. It is the Offeror's responsibility to check for addenda prior to the Quote due date and time to ensure that all addenda are received.

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

a. The County posts all solicitations and related addenda on eVA, Virginia’s eProcurement Portal

(www.eva.virginia.gov).

4. AWARD

a. A notice of award will be posted with the original solicitation on eVA, Virginia’s eProcurement

Portal (www.eva.virginia.gov ).

http://www.eva.virginia.gov/ http://www.eva.virginia.gov/

b. Award shall be made to the lowest responsive and responsible Offeror whose Quote conforms to the requirements of this Request for Quotes and provides the goods or services at the lowest price. The

County reserves the right to reject any or all Quotes and to make multiple awards when multiple awards are provided for in the Request for Quotes.

5. AVAILABILITY OF FUNDS: A contract shall be deemed in force only to the extent of availability of an annual appropriation by the County for the purchase of such goods and/or services. The County’s extended obligations on contracts that include funding through successive fiscal periods shall be contingent upon actual appropriations for the successive periods (additional years).

6. AUTHORIZATION TO TRANSACT BUSINESS IN VIRGINIA: All Offerors organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50, as amended, shall provide the identification number issued to it by the State Corporation Commission. Any Offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50, as amended, or as otherwise required by law shall include in the

Quote a statement describing why the Offeror is not required to be so authorized.

Any business entity that enters into a contract with a public body pursuant to this chapter shall not allow its existence to lapse or its Certificate of Authority or Registration to Transact Business in the

Commonwealth, if so required under Title 13.1 or Title 50, as amended, to be revoked or cancelled at any time during the term of the contract. The County may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section. Visit https://www.scc.virginia.gov/ for more information.

7. CHANGES TO THE CONTRACT: The County may, upon mutual agreement with the Contractor, issue written modifications to the scope of work/specifications of this contract. No modification to the provisions of the contract shall be effective unless the modification is incorporated into the contract document.

8. RENEWALS: If additional terms are available, the County shall request to renew this Contractual

Agreement in writing, no less than 90 days prior to the end of the initial term. Autorenewals or extending the term beyond the initial term without a written request shall not be permitted. Requests for price adjustments, in accordance with Item #9 below, must be submitted to the County 60 days prior to the end of the then current term.

9. PRICE ADJUSTMENTS: Increases to the agreed-upon fees and/or costs for services or goods during the initial term of the Contract shall be prohibited. Price increases for each renewal period shall not exceed the applicable change in either the Consumer Price Index (CPI) or the Producer Price Index (PPI), not seasonally adjusted, for the latest twelve (12) months, or five percent (5%) annually, whichever is less.

10. INSURANCE: Whenever work is to be performed on County-owned or leased property or facilities, the

Contractor shall maintain insurance coverage appropriate to the scope of work and the nature of the services provided. Required coverage may include Workers’ Compensation, Employer’s Liability, Commercial General

Liability, Automobile Liability, and, when applicable, Professional Liability/Errors and Omissions insurance.

The County shall be added as an additional insured to the Commercial General Liability policy by endorsement whenever such coverage is required. Workers’ Compensation and Employer’s Liability insurance may not be required in certain circumstances, as outlined below.

Workers’ Compensation insurance is required when the Contractor has three (3) or more employees. If work is performed by a sole proprietor who has no employees, Workers’ Compensation insurance may not be required. Employer’s Liability insurance is required when the Contractor has employees who are paid a wage https://www.scc.virginia.gov/ or salary. Employer’s Liability insurance may not be required for individuals operating a business together, such as spouses, siblings, or parents and children, when such individuals are considered owners rather than employees.

For construction contracts involving subcontractors, all subcontractors shall also be required to maintain

Workers’ Compensation insurance in accordance with Code of Virginia §§ 2.2-4332 and 65.2-800 et seq., as applicable.

All required insurance coverage shall be obtained prior to commencement of work and maintained throughout the entire term of the contract. At a minimum, the Contractor shall certify to the County that it possesses the insurance coverage appropriate to the scope of work. The County shall verify and document the Contractor’s insurance coverage in the procurement file. The Purchasing Manager requires a Certificate of Insurance to be furnished prior to commencement of work and at any time during contract performance.

MINIMUM INSURANCE COVERAGES AND LIMITS

Workers’ Compensation: Statutory requirements and benefits. Coverage is compulsory for employers of three

(3) or more employees, including the employer, in accordance with applicable provisions of the Code of

Virginia. Contractors who fail to notify the Commonwealth of increases in the number of employees that change their Workers’ Compensation requirements during the course of the contract shall be in noncompliance with the contract.

Employer’s Liability: $100,000.

Commercial General Liability: $1,000,000 per occurrence and $2,000,000 in the aggregate. Commercial

General Liability shall include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The County shall be added as an additional insured to the policy by endorsement.

Automobile Liability: $1,000,000 combined single limit. Required only if a motor vehicle not owned by the

County is to be used in the performance of the contract. The Contractor shall ensure that the required coverage is maintained by the Contractor or the third-party owner of the motor vehicle.

PROFESSIONAL SERVICES

Professional Liability Insurance, including Errors and Omissions coverage, shall be provided, when applicable to the scope of work, in the amount specified below:

Profession/Service Limits

Accounting $1,000,000 per occurrence, $3,000,000 aggregate

Architecture $2,000,000 per occurrence, $6,000,000 aggregate

Asbestos Design/Inspection/Abatement $1,000,000 per occurrence, $3,000,000 aggregate

Health Care Practitioner coverage includes Dentists, Licensed Dental Hygienists, Optometrists, Registered or

Licensed Practical Nurses, Pharmacists, Physicians, Podiatrists, Chiropractors, Physical Therapists, Physical

Therapist Assistants, Clinical Psychologists, Clinical Social Workers, Professional Counselors, Hospitals, or

Health Maintenance Organizations, in accordance with applicable Virginia law and regulations, including

Code of Virginia § 8.01-581.15, as applicable.

https://law.lis.virginia.gov/vacode/title8.01/chapter21.1/section8.01-581.15/

Insurance/Risk Management $1,000,000 per occurrence, $3,000,000 aggregate

Landscape/Architecture $1,000,000 per occurrence, $1,000,000 aggregate Legal $1,000,000 per occurrence, $5,000,000 aggregate

Professional Engineer $2,000,000 per occurrence, $6,000,000 aggregate

Surveying $1,000,000 per occurrence, $1,000,000 aggregate https://law.lis.virginia.gov/vacode/title8.01/chapter21.1/section8.01-581.15/

11. SMALL, WOMEN-OWNED MINORITY AND SERVICE-DISABLED VETERAN-OWNED

BUSINESS REQUIREMENTS: The County of Frederick desires to facilitate the establishment, preservation, and strengthening of small businesses and businesses owned by women, minority individuals and service- disabled veterans and to encourage their participation in the County's procurement activities.

The County encourages these firms to compete and encourages non-minority firms to provide for the participation of small businesses and businesses owned by women, minority individuals and service-disabled veterans through partnerships, joint ventures, subcontracts, and other contractual opportunities.

A directory of Commonwealth of Virginia Small, Women-Owned Minority and Service-Disabled

Veteran-Owned businesses can be found at https://directory.sbsd.virginia.gov.

12. FAITH BASED ORGANIZATIONS: In accordance with the Code of Virginia § 2.2-4343.1, the County does not discriminate against faith-based organizations.

13. NON-DISCRIMINATION: By submitting a bid/quote/proposal, the Bidder/Offeror certifies that it will comply with all applicable federal, state, and local laws and regulations relating to nondiscrimination, including the Federal Civil Rights Act of 1964, as amended; the Virginia Fair Employment Contracting

Act of 1975, as amended; the Virginians with Disabilities Act; the Americans with Disabilities Act; and

§ 2.2-4311 of the Virginia Public Procurement Act (VPPA).

If the award is made to a faith-based organization, the organization shall comply with the requirements of

§ 2.2-4343.1 of the Code of Virginia, including the prohibition against discrimination 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, race, age, color, gender, sexual orientation, gender identity, or national origin. A faith-based organization shall be subject to the same rules as other organizations that contract with public bodies to account for the use of public funds; 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.

In every contract over $10,000, the following provisions apply:

a. During the performance of this Contract, the Contractor agrees as follows:

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

Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

2. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that the Contractor 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.

4. The requirements of these provisions are a material part of the Contract. If the Contractor violates any of these provisions, the County may terminate the affected part of the Contract for breach or, at its option, the entire Contract. Violation of these provisions may also result in debarment from County and State contracting, regardless of whether the specific Contract https://directory.sbsd.virginia.gov/%23/ is terminated.

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

14. DRUG FREE WORKPLACE: In accordance with § 2.2-4312, Code of Virginia, during the performance of this Contract, the Contractor agrees to (i) provide a drug-free workplace for the Contractor’s employees;

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

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

Contract.

15. TAX EXEMPTION: The County is exempt from Virginia Sales and Use Tax and Federal Excise Tax.

Frederick County’s Federal Excise Tax Exemption Number is 54-6001290.

16. DEBARMENT STATUS: By contracting with the County, the Contractor certifies that they are not currently debarred from participating in contracts by the County, nor are they an agent of any person or entity that is currently debarred from submitting bids or proposals on contracts by the County or any agency, public entity/locality or authority of the Commonwealth of Virginia.

17. PAYMENT TERMS: Payment will be authorized following receipt of a valid invoice and delivery of goods or completion of services according to specifications and subject to inspections. Payments shall be in accordance with the Acknowledgement of Payment Procedures, which can be found at www.fcva.us/purchasing.

a. Payment terms shall be Net 45 Days. Any alternate payment terms must be approved by the County in writing.

a. The payment terms stated herein must appear on the Contractor’s invoice. Failure to comply with this requirement may result in the invoice being returned to the Contractor for correction.

b. Late payment charges shall not exceed the allowable rate specified by the Commonwealth of

Virginia Prompt Payment Act. (1% per month).

c. If offered by the Contractor, a payment discount period shall be computed from the date of proper receipt of a valid invoice, or from the date of acceptable receipt of the goods and/or services, whichever is latest.

18. PAYMENT TO SUBCONTRACTORS: In accordance with § 2.2-4354, within seven (7) days after receipt of amounts paid by the County for work performed by a subcontractor, the Contractor shall either:

a) pay the subcontractor for the proportionate share of the total payment received from the County attributable to the work performed by the subcontractor; or b) notify the County and subcontractor, in writing, of his intention to withhold all or a part of the subcontractor's payment and the reason for non-http://www.fcva.us/purchasing payment. The Contractor shall pay interest to the subcontractor on all amounts owed that remain unpaid beyond the seven (7) day period except for amounts withheld as allowed in item b. Unless otherwise provided under the terms of the contract, interest shall accrue at the rate of one percent (1%) per month.

The Contractor shall include in each of its subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements as set forth above with respect to each lower-tier subcontractor. The Contractor’s obligation to pay an interest charge to a subcontractor pursuant to this provision may not be construed to be an obligation of the County. The Contractor shall not seek reimbursement from the County for any interest paid or owed to a subcontractor pursuant to this provision.

19. HOLD HARMLESS AND INDEMNIFICATION: The Contractor shall defend, indemnify and hold the County, and County’s employees, agents, and volunteers, harmless, from and against any and all damage claim, liability, cost, or expense (including, without limitation, reasonable attorney’s fees and court costs) of every kind and nature (including, without limitation, those arising from any injury or damage to any person, property or business) incurred by or claimed against the Contractor, its employees, agents, and volunteers, or incurred by or claimed against the County, County’s employees, agents, and volunteers, arising out of, or in connection with, the performance of all services hereunder by the

Contractor. This indemnification and hold harmless includes, but is not limited to, any financial or other loss, any adverse regulatory, agency or administrative sanctions or civil penalties incurred by the County due to the negligent, fraudulent or criminal acts of the Contractor or any of the Contractor’s officers, shareholders, employees, agents, contractors, subcontractors, or any other person or entity acting on behalf of the Contractor. Unless otherwise provided by law, the Contractor indemnification obligations hereunder shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor under worker’s compensation acts, disability benefit acts, other employee benefit acts, or benefits payable under any insurance policy. This paragraph shall survive the termination of the contract including any renewal or extension thereof.

The Contractor agrees to defend and save the County, its agents, officials, volunteers and employees, harmless from liability of any nature or kind, for use of any copyright, composition, secret process, patented or unpatented invention, goods and/or services or appliances furnished or used in the performance of the contract, or which the Contractor is not the patentee, assignee, or licensee, to the same extent as provided in the above paragraph.

20. CONTRACTOR’S FORMS/BOILERPLATE CONTRACTS: All written agreements, contracts, service agreements, account applications, forms and other documents, of any nature, that the Contractor would require the County to sign in connection with any contract resulting from this procurement transaction, or the performance thereof by the Contractor, must be submitted along with the Contractor’s offer. Under no circumstances shall the County be required to agree to any contractual provision (i) that would violate the Virginia Public Procurement Act or the rights granted to the County under the

Constitution of Virginia (ii) that would affect the price, quality, quantity or delivery schedule for any goods or services, or (iii) that would, in the County’s sole discretion, materially alter the overall combination of quality, price and various elements of required services that in total are optimal relative to the County’s needs, and the Contractor shall not condition its performance or delivery upon any such agreement by the County.

21. INTERPRETATION OF SPECIFICATIONS: The apparent silence in the specifications and any supplemental specifications as to any detail or the omission from the specifications shall be regarded as meaning that 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.

22. LAWS AND REGULATIONS: The Contractor shall keep fully informed of all federal, state and local laws, ordinances and regulations that in any manner affect the conduct of the work. The Contractor shall at all times observe and comply with all such laws, ordinances and regulations.

23. GOVERNING LAW AND FORUM SELECTION: This contract is subject to the laws of the

Commonwealth of Virginia and the County of Frederick, Virginia. By virtue of entering into a contract, Contractor submits itself to a court of competent jurisdiction serving Frederick County, Virginia, and further agrees that this contract is controlled by the laws of the Commonwealth of Virginia and that all claims, disputes, and other matters shall only be decided by said court accordingly.

24. RIGHTS UNDER ANTITRUST LAWS: The Contractor assigns to the County any and all rights that it may have under the antitrust laws of the United States and the Commonwealth of Virginia in any way arising from or pertaining to the bid/proposal. This provision is remedial in nature and is to be liberally construed by any court in favor of the County.

25. ETHICS IN PUBLIC CONTRACTING: Pursuant to the Virginia Code § 2.2-4367: By submitting an offer for goods or services, the Contractor certifies that their offer is made without collusion of fraud and that they have not offered or received any kickbacks or inducements from any other offeror, supplier, manufacturer or subcontractor in connection with their 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.

26. IMMIGRATION REFORM AND CONTROL ACT OF 1986: The Contractor certifies that it does not and will not during the performance of this Agreement knowingly violate the provisions of the Federal

Immigration Reform and Control Act of 1986, as amended, which prohibits employment of illegal aliens.

27. ASSIGNMENT OF CONTRACT: A Contractor may not assign or transfer this contract and/or Purchase

Order in whole or in part except with the prior written consent of the County, which may be withheld in the County’s sole and exclusive discretion.

28. DEFAULT: In event of default by the Contractor, the County reserves the right to procure the goods and/or services from other sources and hold the Contractor liable for any excess cost occasioned thereby.

29. TERMINATION FOR CONVENIENCE: The County may terminate the Contract, in whole or in part, if funds are not appropriated or otherwise legally available to the County for the specified goods or services. The County may also terminate the Contract, in whole or in part, when the County determines that termination is in its best interest, without providing specific cause. In either event, the Contractor shall be entitled to payment for goods delivered and services satisfactorily performed through the effective date of termination, subject to the terms of the Contract.

30. TERMINATION FOR CAUSE: In the event that the Contractor shall for any reason or through any cause be in default of the terms, conditions, or obligations of the contract documents, the County may give the Contractor written notice of such default and terminate the contract. All terms, conditions, and obligations of the contract documents are considered material.

The County may, in its discretion, provide the Contractor an opportunity to cure the default, if curable, prior to termination. Unless a different duration is provided in the notice of default, or agreed upon by the parties in writing, the Contractor shall have fourteen (14) calendar days to cure the default from the date such notice is mailed to the Contractor unless notification is by electronic means (fax/email) or personal delivery, in which case the opportunity to cure shall commence upon delivery of the notice.

Upon failure of the Contractor to cure the default, the County may immediately terminate the contract effective as of the mailing or delivery of the default notice. If the County terminates the contract, the

Contractor shall remain liable for performance of all terms, conditions, and obligations through the date of termination. Termination by the County shall not constitute a waiver by the County of any other rights or remedies available to the County by law or contract.

In addition, failure of the Contractor to perform the obligations of the contract may result in debarment of the Contractor for a period of up to three years. Termination and/or debarment of the Contractor shall not constitute a waiver by the County of any other rights or remedies available to the County by law or contract.

31. RIGHTS AND REMEDIES NOT WAIVED: In no event shall a payment by the County to the

Contractor or the waiver by the County of any provision under the contract, including any obligation of the Contractor, constitute or be construed as a waiver by the County of any other provision, obligation, breach of covenant, or any default which may exist under this contract on the part of the Contractor, and the making of any such payment by the County while any such breach or default exists shall not impair or prejudice any rights or remedies available to the County.

32. SEVERABILITY: If any provision of the Contract resulting from this Solicitation or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this contract, or the application of such provision to persons or circumstances other than those which it is invalid or unenforceable, shall not be affected, and each provision of this contract shall be valid and enforced to the full extent permitted by law.

33. INDEPENDENT CONTRACTOR: The Contractor and any employees, agents, or other persons or entities acting on behalf of the Contractor shall act in an independent capacity and not as officers, employees, or agents of the County.

34. CONFLICT: In the event of a conflict between the contract documents, including these terms and conditions and the terms of a purchase order or related document issued by the Finance Department, the contract documents shall control.

35. CONTRACTUAL DISPUTES: Any dispute concerning a question of fact as a result of a contract with the County which is not disposed of by agreement shall be decided by the County Administrator, who shall reduce a decision to writing and mail or otherwise forward a copy to the Contractor within ninety

(90) days. The decision of the County Administrator shall be final and conclusive unless the Contractor appeals within six (6) months of the date of the final written decision by instituting legal action as provided in the Code of Virginia. A Contractor may not institute legal action, prior to receipt of the County

Administrator’s decision on the claim, unless the County fails to render such decision within the time specified.

a. Contractual claims, whether for money or other relief, shall be submitted in writing no later than sixty (60) days after final payment; however, written notice of the

Contractor's intention to file such claim shall have been given at the time of the occurrence or beginning of the work upon which the claim is based. Nothing herein shall preclude a contract from requiring submission of an invoice for final payment within a certain time after completion and acceptance of the work or acceptance of the goods. Pendency of claims shall not delay payment of amounts agreed due in the final payment.

36. NON-EXCLUSIVE CONTRACT: Nothing herein is intended nor shall be construed as creating any exclusive arrangement with the Contractor. The contract shall not restrict the County from acquiring similar, equal or like goods and/or services from other sources.

37. RECORDS AND INSPECTION: The Contractor shall maintain full and accurate records with respect to all matters covered under this contract, including, without limitation, accounting records, written policies and procedures, time records, telephone records, and any other supporting evidence used to memorialize, reflect, and substantiate charges or fees related to this contract. The Contractor’s records shall be open to inspection and subject to audit and/or reproduction, during normal working hours, by the

County and its employees, agents or authorized representatives after giving at least three (3) days’ notice to the Contractor by the County. The County shall have access to such records from the effective date of this contract, for the duration of the contract, and for five (5) years after the date of final payment by the

County to the Contractor pursuant to this contract or any renewal or extension of this contract. The

County’s employees, agents or authorized representatives shall have access to the Contractor’s facilities, shall have access to all necessary records, and shall be provided adequate and appropriate workspace, in order to conduct audits.

38. VIRGINIA FREEDOM OF INFORMATION ACT: Public inspection of all records is strictly governed by Code of Virginia 2.2-4342 and in accordance with the Virginia Freedom of Information Act (VA Code

2.2- 3700 et seq). Any inspection of procurement transactions shall be subject to reasonable restrictions to ensure the security and integrity of the records. Cost estimates relating to a proposed procurement transaction prepared by or for a public body shall not be open to public inspection.

39. ENTIRE AGREEMENT: The contract resulting from this Solicitation and any additional or supplementary documents incorporated herein by reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. This contract shall not be modified, altered, changed or amended unless in writing and signed by the parties hereto.

ADDITIONAL TERMS AND CONDITIONS for PURCHASE ORDERS

1. The Purchase Order (“PO”) number on issued POs must be shown on all invoices, delivery memoranda, bills of lading, packages and/or correspondence; otherwise clearance for payment may be delayed.

2. Unless otherwise specified on the contract or PO, invoices are to be submitted directly to the “BILL

TO” address specified on the PO. Invoices must be complete in detail and issued for each PO immediately upon completion of the shipment or services. Unless otherwise authorized, all delivery related costs are included in the purchase price. If the freight terms on the PO allow for freight to be pre-paid and added to the invoice, the original bill of lading must be attached. Order must be complete before rendering invoice. Payment will not be made until all items or services ordered are received, unless progress payments are authorized. If shipment is made by freight or express, the original, properly receipted bill of lading must accompany invoice.

3. Any additional or different terms or conditions stated in any PO or other document issued by Vendor in connection with this PO are expressly rejected by the County and will have no effect and will not, under any circumstances, be binding on the County unless otherwise agreed to by the County by separate written document.

4. PARTIAL PAYMENTS: Unless otherwise specified, partial payments will be made upon acceptance of materials or services so invoiced if in accordance with completion date. However, up to 5 percent

(5%) of the value of the entire order may be retained until completion of contract.

5. PAYMENT FOR EQUIPMENT, INSTALLATION, AND TESTING: When equipment requires installation (which shall also be interpreted to mean erection and/or setting up or placing in position, service, or use) and test, and where such installation or testing is delayed, payment may be made on the basis of 50% of the contract price when such equipment is delivered on the site. A further allowance of 25% may be made when the equipment is installed and ready for test. The balance shall be paid after the equipment is tested and found to be satisfactory. If the equipment must be tested, but installation is not required to be made by the Vendor or if the equipment must be installed but testing is not required, payment may be made on the basis of 75% at the time of delivery and the balance shall be paid after satisfactory test or installation is completed.

6. FREE ON BOARD (FOB), RISK OF LOSS, AND TITLE: All prices are to be quoted FOB

Destination. The risk of loss from any casualty, regardless of the cause, shall be on the Vendor until the items have been delivered to the place specified in the PO and accepted by the County.

7. CHANGES BY VENDOR: No changes, deletions, substitutions, or additions may be made by the

Vendor to this PO, including these terms and conditions, without the express written approval of the

County by separate document.