Airport Insurance Broker RFP LKU-26-06.pdf

COUNTY OF LOUISA, VIRGINIA

REQUEST FOR PROPOSAL (RFP)

FOR

AIRPORT INSURANCE BROKERAGE SERVICE FOR THE

LOUISA COUNTY AIRPORT

RFP# LKU-26-06

APRIL 2, 2026

REQUEST FOR PROPOSAL

(RFP)

Issue Date: April 2, 2026 RFP# LKU-26-06

Title: Airport Insurance Brokerage Service for the Louisa County Airport

Issuing Agency: County of Louisa, Virginia

Attn: Sam Massie

1 Woolfolk Avenue, Suite 304

Louisa, VA 23093

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

Period of Contract: From July 1, 2026 Through June 30, 2027

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

Proposals Will Be Received Until: April 28. 2026 @ 3:30 p.m. local prevailing time

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

1 Woolfolk Avenue

Suite 304

Louisa, VA 23093

(540) 967-3404 smassie@louisacounty.gov

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

PROPOSALS ARE HAND DELIVERED, DELIVER TO:

County of Louisa

Louisa County Administration Building

Attn: Sam Massie

Finance Department, 2nd Floor

1 Woolfolk Avenue, Suite 304

Louisa, Virginia 23093

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

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

REQUEST FOR PROPOSAL TITLE PAGE

REQUEST NUMBER: LKU-26-06 ISSUE DATE: 4/2/2026

TITLE: Airport Insurance Brokerage Service for the Louisa County Airport

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

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

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

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

Louisa, Virginia Standard Terms and Conditions and Offeror’s response to the Request for Proposal;

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

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

Standard Terms and Conditions; and,

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

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

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

Sign in ink and type or print requested information.

Legal Name and Address of Firm:

Date:

By:

(Signature)

Name:

FEI/FIN/SSN: (Please Print)

Fax Number: Title:

E-mail Address: Telephone Number:

Please provide the following if applicable to this RFP:

Virginia Contractor License # SCC ID #

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

Addendum #: Date Issued:

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

This Title Page MUST be Submitted as Part of your Proposal

TABLE OF CONTENTS FOR RFP # LKU-26-06

PAGE

I. PURPOSE 5

II. STATEMENT OF NEEDS/SCOPE OF SERVICES 5

III. OFFEROR’S INSTRUCTION 9

IV. PROPOSAL EVALUATION PROCESS 14

V. PROPOSAL EVALUATION CRITERIA 14

VI. COUNTY OF LOUISA STANDARD TERMS AND CONDITIONS 15

I. PURPOSE:

The County of Louisa (the “County”) requests proposals from experienced, qualified, and interested firms to provide airport insurance brokerage services to the County, which owns and operates the Louisa County

Airport (the “Airport”), pursuant to the terms and conditions hereinafter set forth in or referred to in this

Request for Proposal (also referred to herein as “RFP”).

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

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

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

II. STATEMENT OF NEEDS/ SCOPE OF SERVICES:

Background and Types of Insurance Coverage

The Louisa County Airport is owned by the County of Louisa, and the property is covered by Virginia

Association of Counties Risk Program (VACorp). All employees are considered County employees and are covered under it’s Workers Compensation policy. The County owns all airport vehicles and buildings, which are also covered by VACorp.

The Airport currently carries approximately $20,000,000 in Airport General Liability coverage and

$1,000,000 per incident / $2,000,000 annual aggregate in Storage tank Liability coverage.

Flights per Year: Approximately 16,000 operations

Number of Hangars: 46

Number of Planes on Premises: 52

The insurance coverage to be placed on the County’s behalf includes, but is not limited to the following:

A. Aviation Policy covering general liability regarding the operations of the Louisa County Airport.

Airport owners/operators general liability; excess; hangar-keepers; medical expense; products & completed operations; personal & advertising injury; fuel tank pollution and remediation. Such insurance shall cover all Airport activities and the County of Louisa shall be named as Additional

Insure to all policies.

B. The County’s rating requirements for property placement is A+ or better.

C. The County does not have a Builders Risk Program. The County may purchase Builders Risk

Insurance on a project by project basis if a cost savings is realized over a contractor’s policy.

Scope of Services under RFP

The successful Offeror(s) shall provide services to include, but are not limited to, insurance placement and servicing, risk exposure analysis, advice and counsel relating to risk management issues, claims assistance and the following:

A. Risk Management Insurance Broker Services

Design specifications for the insurance programs and market the programs for coverage when instructed to do so by the County, including assisting the County in the completion of all applications, documents and gathering data which may be requested by insurance companies.

Suggest to the County and assist the County with the development, implementation and administration of procedures and policies to reduce the County’s cost of risks.

B. General Services

1. Engage the services of, and assume the cost of, as part of the proposed brokerage fee, an outside firm to perform catastrophe loss studies. The parameters of such studies shall be consistent with the insurance program pursued by the County.

2. Analyze proposals received from various insurance companies and other parties, negotiate changes for the benefit of the County and verify the reasonableness of the price for the coverage provided.

3. Provide the County with a summary of various insurance program options, including but not limited to, limits, coverage, retention levels, terms, conditions, payment options and self-insurance.

4. Make recommendations to the County of the most advantageous insurance program providing the highest level of coverage at the best possible price to meet the County needs and objectives.

5. Provide analysis and recommendations as to the most cost effective means for addressing the

County’s exposures.

6. Represent the County in all negotiations with insurers, underwriters and other parties with regard to the insurance program.

7. Administer the placement of coverage and provide original binders, policies and endorsements, as requested and required in the timetable specified by the County.

8. Provide extensive review of binders and policies including verification of conformity to specifications. Request any necessary endorsements, changes and/or revisions that may be required.

9. Provide insurance coverage summaries/descriptions, as requested by the County.

10. Assure that insurance policies are placed with reputable and financially responsible insurers

(based on insurance rating among other criteria), including keeping the County informed of any changes in rating of the insurers and making recommendations should ratings change during the policy terms.

11. Perform and coordinate loss prevention engineering services, as needed or requested by the

County.

12. Review, evaluate and make recommendations on appropriate insurance for the County agreements with tenants, contractors and vendors.

13. Manage and coordinate all relevant services performed by insurance companies/underwriters or any service agencies arranged for insurance program related issues and concerns.

14. Perform administrative and clerical services relative to account management, including but not limited to, issuance of certificates of insurance, verification of accuracy of bills, audits and all premium adjustments.

15. Assign an Account Manager to the County who will be responsible for communication with the

County and Airport and who, along with any other team members assigned to the County, must be available on a daily basis to the County for advice and consultation on insurance program related issues and concerns.

16. Attend meeting related to the insurance program with the County staff and other parties, as requested by the County.

17. Provide claims adjusting services. If independent firms are to be used, the name and address of the firms must be listed in the Offeror’s submittal.

18. Act as a liaison between the County and Airport and the carriers to resolve claims and in the event of a significant claim, assign a Claims Specialist to assist the County in the claims management process.

19. Advise the County on coverage application to specific claims, as requested by the County.

20. Review the County and Airport’s loss runs, provide copies of loss runs to the County and advise the County of any anticipated problems. Updated cumulative loss data must be rendered at least semi-annually.

21. Provide consultant on risk/loss mitigation services..

22. Procure and maintain insurance for the Offeror’s operations and confirm that the subcontractors maintain insurance of the type and in the minimum amount stated in this RFP and remain in effect throughout the duration of the Contract.

23. Pollution liability arising out of an incident originating from an above ground storage tank, named peril basis.

C. Other Insurance Requirements.

1. Insurance coverage must be in effect continuously without a break-in service. Any extension or replacement of an expiring insurance coverage must be in place no less than 90 days prior to its expiration date. Current insurance coverage expires June 30, 2026.

2. The County anticipates all insurance will be placed net of commissions including profit sharing and overrides and contingencies. Each Offeror must be fully committed to full disclosure of the firm’s policy on acceptance of override commissions, profit sharing, or any other form of compensation that the broker receives from any insurer that is based on the amount of the premium and/or losses, whether or not such carrier is presently providing any coverage to the

County. If an Offeror does accept any form of compensation from a carrier, it is the desire of the

County that any premium paid by the County specifically not be included in the calculation of such payment. If an Offeror does accept payments, a narrative must be included which details exactly what the firm’s internal processes are to guarantee that County premiums will not be a part of such compensation.

3. It is the desire of the County and Airport that all premiums paid by the County are billed by and collected by the contractor.

D. Annual Liability Insurance Underwriter Meeting

Upon request, the Offeror awarded brokering the County and Airport’s property insurance program will be required to arrange an annual meeting with the current and potential liability insurance underwriters at an appropriate location. As may be needed, such meeting would allow the County and the broker to present the liability insurance program to current and potential insurance underwriters.

E. Performance Meetings

The Offeror is required to attend quarterly performance meetings that will be held at a time and place to be designated by the County. The intention of this meeting is to provide a forum for the

County and the Offeror to identify areas of concern so they can be resolved in a timely manner. The

County may elect to switch to meeting at other frequencies (i.e., monthly, semi-annually) during the term of the contract.

MANDATORY OFFEROR REQUIREMENTS

Offerors must meet the following mandatory requirements to be considered for the award of the contract.

Offerors will address each mandatory requirement specifically in their Proposal. In order for the County to consider the qualifications of Offerors for this RFP, each Offeror must provide written documentation that it meets the following Mandatory Minimum Qualifications:

A. Offeror shall have a minimum of five (5) years primary experience in providing Liability Services or all said lines of insurance coverage for government/public entities— preferably with airports.

B. Offerors submitting proposals for Liability Broker Services shall provide a written acknowledgment that the Offeror can provide in person assistance within 12 hours after any event or emergency to assist with damage evaluation and claims submission.

C. Offerors submitting proposals shall have at least one (1) member of the service team designated in the Offeror’s proposal that has acted as a broker placing airport liability insurance services or all said lines of insurance coverage for government/public entities located in the U.S. with insurable values at risk in excess of $500 million.

D. Offerors shall be represented by at least one (1) Virginia agent duly qualified at the time of proposal submission, or within thirty (30) days of notice of intent to award, under the laws of the

Commonwealth of Virginia to act as an agent for airport liability insurance in the Commonwealth of

Virginia. Offeror shall submit copies of all licenses required to perform the scope of services contemplated in this solicitation.

III. OFFEROR’S INSTRUCTION:

A. PROPOSAL PREPARATION:

1. Offerors may submit any questions or requests for additional information regarding the project in written format by April 13, 2026. All questions shall be directed to Sam Massie at smassie@louisacounty.gov or via fax at (540) 967-3439. A formal clarification will be sent out in writing on April 17, 2026, to all known potential proposers.

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

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

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

a. Tab A -- Responsible Party

1. Include the name and address of the Offeror, the name and the phone number of the individual or individuals responsible for the Proposal who may be contacted in the event of questions or notification, and the location of the office, if other than that shown, at which the services to be provided hereunder will be performed.

b. Tab B -- Offeror Information, Personnel, Personnel Experience, Resumes

1. Provide a brief history of the Offeror including its size, number of employees, and its experience and commitment to providing services for government/public entities— preferably with airports with scheduled commercial airline service.

2. State the number of years of experience the Offeror has been providing airport insurance brokerage services and furnish indicator(s) of the

Offeror’s volume of business, such as the amount of written premium by line of business, etc.

c. Tab C – Offeror’s Qualifications and Experience

1. Provide a description of the Offeror’s overall qualifications and experience that qualifies it to perform all of the items in the Scope of

Services set forth above and as to the Mandatory Offeror

Requirements in Section V. Describe the Offeror’s experience in providing Airport Insurance Broker Services for government/public entities.

mailto:smassie@louisacounty.gov

2. Provide a written narrative specifically outlining the Offeror’s experience in providing insurance brokerage services for at least five

(5) different governmental entities with airports during the past five (5) years. For each governmental entity listed, include:

i. Name of governmental unit.

ii. Name(s) of staff members that worked directly with Offeror’s firm and phone numbers at which they can be reached.

iii. Dates Offeror performed consulting services for each governmental unit.

3. If not included in (2) preceding, provide a list of all of the Offeror’s clients comparable to the County and Airport.

4. Provide any litigation or administrative proceedings or investigations in which the Offeror was a party to in any manner related to the broker’s professional activities during the five (5) years prior to the date of this RFP. Providing information regarding any pending litigation, investigations or proceedings related to the professional activities of Offeror addressed by a state or federal agency or court of law.

d. Tab D – Operations

1. Describe how the Offeror plans to provide airport liability insurance brokerage services as set forth above under Scope of Services.

2. Describe the Offeror’s plan to provide effective and timely customer service.

e. Tab E -- Financial Statements

1. Provide a copy of the Offeror’s most recent audited financial statements.

f. Tab F – Fees

1. Only submittals offering broker fees on a flat, non-commission basis will be considered. Payment will be upon placement or assumed responsibility of the coverage. Describe the Offeror’s proposed annual fixed fee, if any.

2. NOTE: The Offeror may not accept any payment other than the fixed fee paid by the County for placing the coverage. The Offeror MUST disclose and remit all compensation (contingency fees, commissions, discounts, rebates, or any other form, including soft dollar arrangements) received by the Offeror as a result of coverage placed on the County’s behalf, including any fees or commissions paid by or to intermediaries or other service providers, whether or not owned by or affiliated with Offeror.

3. Describe a detailed explanation of any ancillary services that are not included in the annual fixed fee set forth above and the basis of determining Offeror’s fee.

4. Provide any other additional costs that may be applicable throughout the duration of the agreement, along with relevant payment terms

(frequency of billing, etc.)

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

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

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

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

8. Offerors are reminded that changes to the RFP, in the form of addenda, are often issued between the issue date and the due date of the solicitation. All addenda must be acknowledged on the RFP Title Page. Notice of addenda will be posted on eVA and on the

County of Louisa procurement page https://www.louisacounty.com/Bids.aspx. It is the offeror’s responsibility to monitor the webpage for the most current addenda.

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

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

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

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

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

3. Signed Appendix A “County of Louisa, Virginia Standard Terms and Conditions.”

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

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

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

7. If submitting electronically through eVA, One (1) electronic document in WORD format or searchable PDF of the entire proposal as one document, INCLUDING ALL

ATTACHMENTS must be uploaded through the eVA online submission portal.

9. Should the proposal contain proprietary information, provide one (1) redacted electronic copy of the proposal and attachments with proprietary portions removed or blacked out.

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

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

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

1. Airport Insurance Brokerage Service for the Louisa County Airport

2. RFP# LKU-26-06

3. Name of the Proposer

4. Address of the Proposer

5. Due Date and Time: April 28, 2026 @ 3:30 p.m.

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

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

This solicitation will close on Tuesday, April 28, 2026 at 3:30 p.m., local time prevailing.

Return the proposal to:

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

County of Louisa County of Louisa

1Woolfolk Avenue Louisa County Administration Building

Suite 304 Finance Department, 2nd Floor

Louisa, VA 23093 1 Woolfolk Avenue, Suite 304

Attn: Sam Massie Louisa, VA 23093

(540) 967-3404 Attn: Sam Massie https://www.louisacounty.gov/Bids.aspx

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

Information Act (FOIA).

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

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

Trade Secrets Act.

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

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

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

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

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

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

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

IV. PROPOSAL EVALUATION PROCESS:

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

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

V. PROPOSAL EVALUATION CRITERIA

The respondents will be evaluated on the following criteria:

30 Points - Demonstrated Experience, Ability and Qualifications

20 Points - Services, Methodology and Approach to Servicing Account

10 Points - Staff and Available Resources

30 Points - Cost of Services

10 Points - References

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

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

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

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

VI. COUNTY OF LOUISA STANDARD TERMS AND CONDITIONS

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

Standard Terms and Conditions, and any attempt by the Offeror to make such changes is in itself reason for a proposal to be declared as non-responsive to the RFP and rejected by the

County.

APPENDIX A

COUNTY OF LOUISA, VIRGINIA

STANDARD TERMS AND CONDITIONS

1. General Provisions

1.1 Unless otherwise agreed to in a writing signed by the County Administrator for Louisa County, and approved as to form by the Louisa County Attorney, these Standard Terms and Conditions apply to and govern all purchases, regardless of the type of goods or services purchased, by the County of

Louisa, Virginia (the “County”) from ___________________________ (the

“Vendor”).

2. Definitions

2.1 “Solicitation” means the vehicle by which the County solicited pricing, and if applicable other terms, by which it could acquire goods or services from

Vendor, regardless of whether the vehicle was an Invitation for Bid, Request for Proposal, Request for Quote, telephone quote or any other means permissible under the Louisa County Code or Virginia law.

2.2 “Contract Documents” means all documents that constitute any legal and binding agreement between the Vendor and the County, including these

Standard Terms and Conditions.

2.3 “Contract Period” means the time period from the time that Vendor first becomes legally bound to provide goods or services to the County in response to a Solicitation until all of Vendor’s contractual obligations to the County, arising out the Solicitation, cease.

2.4 “Obligations” means any and all legal obligations of Vendor under any

Contract Documents.

3. Laws of the Commonwealth

3.1 The Contract Documents shall be governed in all respects whether as to validity, construction, performance, or otherwise by the laws of the

Commonwealth of Virginia and the Louisa County Code. Vendor represents and warrants to the County that during the Contract Period it:

a) Will comply and conform with the provisions of the Civil Rights Act of 1964, as amended, the Virginia Fair Employment Contracting Act of 1975, as amended, and the Virginia Human Rights Act, as amended, where applicable;

b) Not employ illegal alien workers or otherwise violate the provisions of the Immigration Reform and Control Act of 1986; and

c) Comply with all federal, state and local laws and regulations applicable to the performance of the services procured.

4. Louisa County Policies

4.1 In every contract of over $10,000, the Vendor agrees during the Contract

Period that Vendor:

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

b) Will post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and

c) Will state that the Vendor is an equal opportunity employer in all solicitations or advertisements for employees placed by or on behalf of the Vendor to perform under the Contract Documents. All 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; and

d) Will include the provisions of the foregoing subparagraphs in every subcontract or purchase order exceeding $10,000 issued by Vendor in order to fulfill its Obligations, so that the provisions will be binding upon each subcontractor or vendor employed by Vendor.

4.2 In every contract of over $10,000, the Vendor agrees during the Contract

Period the Vendor shall:

a) Provide a drug-free workplace for its employees;

b) 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 its workplace and specify the actions which will be taken against any employee for a violation;

c) State in all of its solicitations or advertisements for employees that the

Vendor maintains a drug-free workplace; and

d) Include the provisions of this sub-paragraph in every subcontract or purchase order of over $10,000, so that said provisions shall be binding upon each subcontractor or subvendor.

e) For purposes of this sub-paragraph, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a Vendor under a Solicitation and in accordance with the Virginia Public Procurement Act and/or the Louisa County

Code.

f) In addition to the provisions contained herein, the Vendor shall comply with the federal Drug Free Workplace Act.

4.3 Pursuant to Section 2.2-4343.1 of the Code of Virginia and Section 60-25 of the Louisa County Code, in all Solicitations, contracts, and purchase orders, the County does not discriminate against faith-based organizations.

a) "Faith-based Organization" means a religious organization that is or applies to be a Vendor to provide goods or services for programs funded by the block grant provided pursuant to the Personal

Responsibility and Work Opportunity Reconciliation Act of 1996, P.L.

104-193.

b) If Vendor is a faith-based organization, then Vendor shall give to each individual who applies for or receives goods, services, or disbursements provided pursuant to this Agreement the following notice in bold-face type:

NOTICE

Neither the County's selection of a charitable or faith-based provider of services nor the expenditure of funds under this contract is an endorsement of the provider's charitable or religious character, practices, or expression. No provider of services may discriminate against you on the basis of religion, a religious belief, or your refusal to actively participate in a religious practice. If you object to a particular provider because of its religious character, you may request assignment to a different provider. If you believe that your rights have been violated, please discuss the complaint with your provider or notify the appropriate person as indicated in this form.

5. Certifications

5.1 The Vendor certifies that Vendor’s response to the Solicitation:

a) Has been prepared without prior participation, understanding, agreement, or connection with any corporation, firm or other person that is also submitting a bid/offer in response to the same Solicitation;

b) Is in all respects fair, without misrepresentations of fact, and free from collusion or fraud;

c) Is in full compliance with the Virginia Conflicts of Interest Act;

d) Is or is intended to be competitive and free from any collusion with any person, firm or corporation; and

e) Has been prepared without the benefit of being provided information not available to the general public, or other potential bidders, such as insider information known to County employees or other sources which may have gained such information from interaction with County employees.

5.2 The Vendor has not offered or received any kickback from any other bidder or vendor, supplier, manufacturer, or subcontractor in connection with the bid/offer on this solicitation. A kickback is defined as an inducement for the award of a contract, subcontracts or order, in the form of any payment, loan, subscription, advance, deposit of money, services or anything, present or promised, unless consideration of substantially equal or greater value is exchanged. Further, no person shall demand or receive any payment, loan, subscription, advance, and deposit of money, services or anything of value in return for an agreement not to compete on a public contract;

5.3 The Vendor is not a party to nor has he participated in nor is obligated or otherwise bound by agreement, arrangement or other understanding with any person, firm or corporation relating to the exchange of information concerning bids, prices, terms or condition upon which the contract resulting from the acceptance of his bid proposal is to be performed;

5.4 The Vendor understands that collusive bidding is a violation of the Virginia

Governmental Frauds Act and federal Law, and can result in fines, prison sentences, and civil damage awards and agrees to abide by all conditions of this proposal; and

5.5 Neither Vendor, Vendor’s subcontractors, nor any person acting on Vendor’s behalf, have conferred, or will confer, on any public employee having official responsibility for a 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 is exchanged.

6. Warranties

6.1 The Vendor represents and warrants that it has the requisite experience, skills, capabilities, and manpower to perform the Obligations in a good and workmanlike fashion, that it is a legal business entity chartered or authorized to do business in Virginia having all necessary licenses required by law, that the person signing any of the Contract Documents has been fully authorized to do so, and his signature will legally bind the Vendor to perform its

Obligations. Any goods or services furnished by the Vendor under the

Contract Documents shall be covered by the most favorable warranties provided by the Vendor to any customer, but in no event shall such warranty be less than one (1) year from date of completion of services or sale of goods, as applicable.

6.2 Vendor warrants to the County that all materials and equipment furnished shall be new, unless otherwise specified, and that Vendor’s Work shall be of good quality, free from faults and defects and in strict conformance with the

Contract Documents. All materials and work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. This warranty shall be in addition to, and not in limitation of, any other warranty or remedy required by law or by the Contract

Documents.

6.3 The Vendor agrees that if warranties set forth in the Contract Documents are in any respect breached, the Vendor will pay to the County the full contract price agreed to by the County to be paid for the supplies, materials, equipment or services furnished under the bid or proposal. These rights and remedies are in addition to and do not limit those rights and remedies otherwise available to the County.

7. Modifications, Additions or Changes

7.1 Modifications, additions or changes to these terms and conditions may not be made except in writing and agreed to by the County. No fixed priced contract may be increased by more than twenty-five (25) percent of the amount of the contract or $50,000, whichever is greater, without the approval of the County.

The amount of any contract may not be increased for any purpose without adequate consideration provided to the County.

8. Procurement Code

8.1 Solicitations are subject to Chapter 60 of the Louisa County Code and any revisions, thereto, which are hereby incorporated into this contract in their entirety. ANY SOLICITATION OR CONTRACT DOCUMENTS THAT

ARE ISSUED, REQUESTED OR EXECUTED IN VIOLATION OF

LOUISA COUNTY CODE OR VIRGINIA LAW ARE VOID AB INTIO,

AND ARE OF NO EFFECT, REGARDLESS OF WHETHER ANY

PURCHASE HAS BEEN MADE UNDER THE CONTRACT

DOCUMENTS AND IRRESPECTIVE OF THE AMOUNT OR

LENGTH OF VENDOR’S PERFORMANCE UNDER THE

CONTRACT DOCUMENTS. A current copy of the Louisa County Code is available at www.municode.com or for viewing at the Louisa County administration building during normal business hours.

9. Bid Acceptance Period

9.1 Any bid in response to a Solicitation shall be valid for 60 days. At the end of the 60 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 cancelled.

10. Indemnification

10.1 The Vendor agrees to indemnify, defend and hold harmless the County and its officers, agents, and employees from any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by (i) the use of any materials, goods, or equipment of any kind or nature furnished by the Vendor; (ii) any services of any kind or nature provided by the Vendor; or

(iii) Vendor’s performance of its Obligations, provided that such liability is not attributable to the sole negligence on the part of the County.

11. Assignment

11.1 Neither the Obligations nor the Contract Documents may be assigned, sublet, or transferred, in whole or in part, without the written consent of the County.

12. Audit

12.1 The Vendor hereby agrees to retain all books, records, and other documents relative to Vendor’s Obligations and the Contract Documents for five (5) years after final payment or after all other pending matters are closed, whichever is longer. The County and its authorized agents, state auditors, the grantor of the funds to the County, the Comptroller of Virginia or of the

United States, or any of their duly authorized representatives shall have access to any such books, documents, papers and records of the Vendor for the purpose of making audits, examinations, excerpts or transcriptions.

13. Ownership of Documents

13.1 Any reports, studies, photographs, negatives, or other documents prepared by

Vendor in the performance of its Obligations shall be remitted to the County by the Vendor, without demand therefore, upon the earliest of (i) completion of its Obligations; (ii) completion of the Contract Period; or (iii) termination, cancellation or expiration of the Contract Documents. Vendor shall not use, willingly allow or cause to have such materials used for any purpose other than performance of the Obligations without the prior written consent of the

County. The County shall own the intellectual property rights to all materials produced under this Agreement.

14. Payment and Performance Bond

14.1 If Vendor’s Obligations include construction, the amount of which exceeds

$100,000, the Vendor shall furnish to the County the bonds required under

Section 60-21 of the Louisa County Code and shall otherwise fully comply with the requirements of such sections of the Code. The County reserves the right to require payment and/or performance bonds in the amount of the

Obligations for any other projects, goods or services, whether or not required by such sections of the Code.

15. Required Payment

15.1 The Vendor covenants and agrees to:

a) Within seven (7) days after receipt of any amounts paid to the Vendor under the Agreement,

b) pay any subcontractor for its proportionate share of the total payment received from the County attributable to the work under the

Agreement performed by such subcontractor, or

c) notify the County and the subcontractor, in writing, of its intention to withhold all or a part of the subcontractor’s payment and the reason therefore.

15.2 Vendor agrees to provide its federal employer identification number or social security number, as applicable, as a condition precedent to the County being required to make any payment to the Vendor under the Contract Documents.

15.3. Vendor agrees to pay interest at the legal rate or such other rate as may be agreed to in writing by the subcontractor and the Vendor on all amounts owed by the Vendor that remain unpaid after seven (7) days following receipt by the

Vendor of payment from the County for work performed by the subcontractor in furtherance of Vendor meeting its Obligations to the County, except for amounts withheld pursuant to subparagraph 15.1(c) above.

15.4 Vendor agrees to include in its contracts with any and all subcontractors the requirements of 15.1(a), 15.1(b), and 15.1(c) above.

16. Liability Coverage

16.1 Unless otherwise expressly excepted in the Solicitation documents prepared by the County, the Vendor shall take out and maintain during the Contract

Period such bodily injury, liability and property damage liability insurance as shall protect it and the County from claims for damages for personal injury, including death, as well as from claims for property damage, which could arise from Vendor’s performance of its Obligations. Such insurance shall at least have the coverages and be in the amounts set forth in section 19

“Insurance and Bond Requirements” set forth below and shall name the

“Board of Supervisors of Louisa County, Virginia” and the “County of

Louisa, Virginia” as additional insureds. Such insurance must be issued by a company admitted to do business within the Commonwealth of Virginia and with at least an AM Best rating of A-. Within 10 days after Vendor is awarded a contract in response to a Solicitation, and in no event later than the first day on which Vendor provides goods or services to the County, the Vendor shall provide the County with a certificate of insurance showing such insurance to be in force and providing that the insurer shall give the County at least 30 days’ notice prior to cancellation or other termination of such insurance.

17. Loss or Damage in Transit

17.1 Delivery by a Vendor to a common carrier does not constitute delivery to the

County. Any claim for loss or damage incurred during delivery shall be between the Vendor and the carrier. The County accepts title only when goods are received regardless of the F.O.B. point noted in the Solicitation or the

Contract Documents. The receiving agency will note all apparent damages in transit on the freight bill and notify the Vendor. Discovery of concealed damages or loss will be reported by the receiving agency to the carrier and the

Vendor within 15 days of receipt and prior to removal from the point of delivery if possible. The Vendor shall make immediate replacement of the damaged or lost merchandise or be in default of the Contract Documents. It shall be the Vendor’s responsibility to file a claim against the carrier. If damage is to a small quantity, with the approval of the agency, the Vendor may deduct the amount of damage or loss from his or her invoice to the agency in lieu of replacement.

18. Freight

18.1 By signing any response to a Solicitation the bidder certifies that the bid price(s) offered for F.O.B. destination include only the actual freight charges at the lowest and best rate and is based upon the actual weight of the goods to be shipped. Freight charges are, therefore, established for each individual purchase. If a requirement is bid F.O.B. origin, the Vendor shall prepay the charges and add the amount to the invoice. A copy of the freight bill should be attached to all invoices that include freight charges. In a solicitation specifying

F.O.B. origin the County will consider freight cost in the evaluation of bids.

19. Insurance and Bond Requirements

19.1 The Vendor shall maintain the following insurance to protect it from claims that could arise from performance of the Obligations, including claims (i) under the Workmen’s Compensation Act; (ii) for personal injury, including death; and (iii) for damage to property, regardless of whether such claims arise out of Vendor’s actions or inactions, or those of Vendor’s subcontractor or other persons directly or indirectly employed by either of them:

a) Worker’s Compensation and Employer’s Liability. Vendor shall procure and maintain Worker’s Compensation and Employer’s

Liability Insurance covering all of its employees in conformance with the laws of any state, district or territory of the United States of

America in which work towards meeting Vendor’s Obligations are to be performed. Such insurance shall not have a limit of liability less than the following: Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the County of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract. Employer’s

Liability -$100,000.

b) Commercial General Liability Insurance. This coverage shall include contractual liability, underground hazard, explosion and collapse, hazard, property damage, independent Vendor, and personal injury insurance in support of section 10 of this Agreement entitled

“Indemnification”. This policy shall be endorsed to include the

County as additional insured’s during the Contract Period and shall state that this insurance is primary insurance as regards any other insurance carried by the County. Vendor shall procure and maintain

Public Liability Insurance in an amount not less than:

a) $1,000,000 for each occurrence involving bodily injury;

b) $1,000,000 for each occurrence involving property damage;

c) $2,000,000 aggregate limits.

c) Comprehensive Automobile Liability. Vendor shall procure and maintain Comprehensive…