Attach L_Mandatory Federal Provisions.pdf

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I. Mandatory Administrative and Contract Terms

1. Escalation Rate.

• PROFESSIONAL SERVICES SUPPORT: Based upon the procurement and contract schedule, the approved escalation rate for this contract is 2.5% for year one (1) and 5% for year two (2). For each subsequent year, the escalation will be applied according to VDOT’s published escalation rate for professional services.

2. Method of Payment.

Stafford County has selected the following method of payment for this contract:

• Lump Sum / Actual Costs (Fixed Billable Rate). [The method of payment will be lump sum for each project assignment based on fixed billable rates. For purpose of determining the lump sum fee, an overhead rate shall be established in compliance with cost principles contained in the Federal Acquisition Regulations (FAR) of Part 31 of Title 48 of the Code of Federal Regulations. The overhead rate shall be established by an audit by a cognizant government agency or independent CPA firm.

3. Key personnel

Key personnel are defined as those to whom the contract will be assigned and who will be performing the actual management of the work and be responsible for inspection, administrative and design services.

All individuals identified as Key Personnel in the EOI shall remain on the Consultant’s Team for the duration of the procurement process and, if the consultant is awarded a contract, the duration of the contract. If extraordinary circumstances require a proposed change, it must be submitted in writing to the Stafford County Project Manager for approval, who, at their sole discretion, will determine whether to authorize a change. Unauthorized changes to the Consultant’s Key Personnel at any time during the procurement process may result in elimination of the Consultant’s Team from further consideration.

4. Compliance with Laws and Regulations

The Consultant shall keep fully informed of all federal, state, and local laws, ordinances, and regulations, and all orders and decrees of bodies or tribunals having any jurisdiction or authority, which in any manner affect those engaged or employed on this Agreement, or which in any way affect the conduct of the services provided by the Consultant. It shall at all times observe and comply with, and shall cause its agents, subcontractors and employees to observe and comply with all such laws, ordinances, regulations, orders, and decrees; and shall protect and indemnify the Commonwealth of Virginia, the Department and its employees and appointees against any claim or liability arising from or based on the violation of any such law, ordinance, regulation, order, or decree, whether by itself or its agents, subcontractors or employees. If any discrepancy or inconsistency is discovered between this Agreement and any such law, ordinance, regulation, order, or decree, the Consultant shall immediately report the same to the Department in writing.

In the event of the Consultant’s noncompliance with the nondiscrimination provisions of this Agreement, the Department shall impose such contract sanctions as it or the Federal Highway Administration may determine to be appropriate, including but not limited to:

https://www.vdot.virginia.gov/doing-business/business-opportunities/consultants/indirect-cost-rate-audits/

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a. withholding of payments to the Consultant under this Agreement until the Consultant complies;

and/or

b. cancellation, termination or suspension of this Agreement, in whole or in part.

Section 49 CFR 21 is incorporated by reference in all contracts and subcontracts funded in whole or in part with federal funds.

5. Conflict of Interest

Each firm/team shall require its proposed members to identify potential conflicts of interest of a real or perceived competitive advantage relative to this procurement. Firms/teams are notified that prior or existing contractual obligations between a company and a federal or state agency relative to the contract may present a conflict of interest or a competitive advantage. If a potential conflict of interest or competitive advantage is identified, the firm/team shall submit in writing the pertinent information to Stafford County POC.

Stafford County, in its sole discretion, will make a determination relative to potential organizational conflicts of interest or a real or perceived competitive advantage, and its ability to mitigate such a conflict.

An organization determined to have a conflict of interest or competitive advantage relative to this procurement that cannot be mitigated, shall not be allowed to participate as a team member for the project.

Failure to abide by Stafford County determination in this matter may result in a EOI being declared non-responsive.

No member of or delegate to the Congress of the United States shall be entitled to any share or part of this Agreement or to any benefit arising therefrom. The Consultant shall not engage the services of any person employed by the Stafford County on any services covered by this Agreement without written permission of the Stafford County. Written permission will not be granted for any employee having official responsibility, as that term is defined in Section 2.2-4368 of the Code of Virginia, who dealt in an official capacity with the Consultant concerning procurement during his employment or for a period of one year from cessation of employment by the Stafford County unless the employee or former employee provides written notification to the Stafford County and receives written permission prior to commencement of employment by the Consultant. Any violation of these provisions by the Consultant shall be a basis for immediate termination of this agreement for cause.

6. Virginia Prohibited Employment Discrimination

The Consultant, its agents, employees, assigns or successors, and any person, firm, or agency of whatever nature with whom it may contract or make an agreement, shall comply with the provisions of the Section 2.2-4311 of the Code of Virginia (1950), as amended, and Executive Order 61 (2017). During the performance of this Agreement, the Consultant agrees as follows:

a. The Consultant will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, sexual orientation, gender identity, political affiliation, veteran status, 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 Consultant. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause, including the names of all contracting agencies with which the contractor has contracts of over $10,000.

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

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c. 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.

d. If the Consultant employs more than five employees, the Consultant shall (i) provide annual training on the Consultant's sexual harassment policy to all supervisors and employees providing services in the Commonwealth, except such supervisors or employees that are required to complete sexual harassment training provided by the Department of Human Resource Management, and (ii) post the Consultant's sexual harassment policy in (a) a conspicuous public place in each building located in the Commonwealth that the Consultant owns or leases for business purposes and (b) the Consultant's employee handbook.

The Consultant will include the provisions of the foregoing paragraphs “a”, “b”, “c” and “d” in every subcontract or purchase order of over ten thousand dollars, so that such provisions will be binding upon each subcontractor or vendor.

7. Debarment

All firms shall fully complete and include the following forms:

• Certification Regarding Debarment – Primary Covered Transactions (Prime Consultant)

• Certification Regarding Debarment – Lower Tier Covered Transactions (Sub Consultant)

8. eVA Business-to-Government Vendor Registration (Commonwealth of Virginia Requirement)

The eVA Internet electronic procurement solution, web site portal (https://eva.virginia.gov/index.html), streamlines and automates government purchasing activities in the Commonwealth. The portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA Internet e-procurement solution through either eVA Basic Vendor Registration Service or eVA Premium Vendor Registration Service. For more detail information regarding eVA, registrations, fee schedule, and transaction fee, use the website link: https://eva.virginia.gov/index.html. All bidders or offerors must register in eVA; failure to register may result in the bid/proposal/expression of interest being rejected.

9. Award Protest.

Any offeror who desires to protest the award of a contract shall submit such protest in writing to the Stafford County Procurement Department no later than ten days after the announcement of the award.

Public announcement of the award shall be posted on the Department’s Business Center Internet site.

10. Registration and Business License Requirements

Failure to comply with the law with regard to those requirements in Virginia (whether federal or state) at the time of the EOI submittal regarding your organizational structure, any required registration with governmental agencies and/or entities, and any required governmental licensure, whether business, individual, or professional in nature may render your EOI submittal(s), in the sole and reasonable discretion of the Department, non-responsive and in that event your EOI submittal(s) may be returned without any consideration or evaluation.

All business entities (prime and subconsultants) on the Offeror’s proposed team must comply with the law with regard to their organizational structure, any required registration with governmental agencies and/or entities, and any required governmental licensure, whether business, commercial, individual, or https://eva.virginia.gov/index.html https://eva.virginia.gov/index.html

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professional in nature, and nothing herein is intended to contradict, nor to supersede, State and Federal laws and regulations regarding the same.

Each business entity (prime and subconsultants) on the Offeror’s proposed team shall be eligible at the time of their EOI submittal, under the law and relevant regulations, to offer and to provide any services proposed or related to this RFP. Unless exempted by §§ 54.1-401, 54.1-402, or 54.1-402.1 of the Code of Virginia, any person, partnership, corporation, or other entity offering or practicing architecture, engineering, or land surveying shall be registered or licensed in accordance with the provision of Chapter 4, Title 54.1 of the Code of Virginia. All business entities on the Offeror’s proposed team shall satisfy all commercial and professional registration requirements, including, but not limited to those requirements of the Virginia State Corporation Commission (SCC) and the Virginia Department of Professional and Occupational Regulations (DPOR). Full size copies of DPOR licenses and SCC registrations, or evidence indicating the same, should be included in the appendix of the RFP.

All business entities, except for sole proprietorships, are required to register with the Virginia State Corporation Commission (A Business Registration Guide is available on the Internet at https://scc.virginia.gov/). Foreign Professional corporations and Foreign Professional Limited Liability Companies must possess a Commonwealth of Virginia Certificate of Authority from the State Corporation Commission to render professional services. Any business entity other than a professional corporation, professional limited liability company or sole proprietorships that do not employ other individuals for which licensing is required must be registered in the Commonwealth of Virginia with the Department of Professional and Occupational Regulation, Virginia Board for Architects, Professional Engineers, Land Surveyors and Landscape Architects (https://dpor.virginiainteractive.org/Boards/APELS). Board regulations require that all professional corporations and business entities that have branch offices located in Virginia which offer or render any professional services relating to the professions regulated by the Board be registered with the Board.

Registration involves completing the required application and submitting the required registration fee for each and every branch office location in the commonwealth. All branch offices which offer or render any professional service must have at least one full-time resident professional in responsible charge that is licensed in the profession offered or rendered at each branch. All firms involved that are to provide professional services must meet this criterion prior to submitting a EOI to Stafford County.

Individual engineers shall meet the requirements of Chapter 4, Title 54.1 of the Code of Virginia.

11. Hardware/Software/Firmware

The consultant shall not be responsible for correcting any product(s) (e.g., hardware, software, firmware) which were not provided under the agreement or for correcting any previously owned VDOT products that are used in combination with the VDOT product(s). However, if this solicitation identifies any product or sources of data to be used in combination with the product(s) delivered under the resulting agreement, the consultant shall be responsible for providing all necessary interface(s) or other appropriate means for assuring that date data output from such other product(s) or source(s) is automatically corrected before being processed by the product(s) or system provided under this agreement.

12. State of Virginia Nondiscrimination Provision

For state-funded projects, construction contractors and consultants must abide by Title 2.2, chapter 43 of the Code of Virginia (the Public Procurement Act) that declares it to be the policy of the Commonwealth of Virginia that discrimination on the grounds of race, color, or national origin shall not occur in connection with programs and activities receiving state financial assistance.

13. Public Inspection of Certain Records and Virginia Freedom of Information Act https://scc.virginia.gov/ https://dpor.virginiainteractive.org/Boards/APELS

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All RFPs submitted to Stafford County become the property of Stafford County and are subject to the disclosure requirements of Section 2.2-4342 of the Virginia Public Procurement Act and the Virginia Freedom of Information Act (FOIA) (Section 2.2—3700 et seq. of the Code of Virginia). Offerors are advised to familiarize themselves with the provisions of each Act referenced herein to ensure that documents identified as confidential will not be subject to disclosure under FOIA.

If a responding Offeror has special concerns about information which it desires to make available to Stafford County but believes that it constitutes a trade secret, proprietary information, or other confidential information exempted from disclosure, such responding Offeror should specifically and conspicuously designate that information as such in its RFP and state in writing why protection of that information is needed. The Offeror should make a written request to Stafford County POC. In order to receive protection, Offeror must:

a) Invoke the protection in writing prior to or upon submission of the data or other materials

b) Identify the data or other materials to be protected

c) Suggested forms of designation include: creating a Table/Form listing the RFQ Section, Tab, or

Page numbers; attaching to this form a copy of the table of contents from your RFQ with the relevant trade secret or proprietary contents highlighted; or identifying herein a document stamp used within the RFQ to designate the relevant materials (e.g. “all portions of the RFQ marked “Proprietary” or “Trade Secret””). NOTE: The classification of an entire proposal document, line item prices, and/or total proposal prices as proprietary or trade secrets is not acceptable.

d) State the reason(s) why protection is necessary. NOTE: For each distinct section of data or other information identified in response to item (b) your explanation must do more than simply stating the materials are “proprietary,” or “trade secrets,” or “not publicly available.”

e) Each of these requirements must be met with respect to the particular information for which protection is sought. It is incumbent upon each vendor to meet the prerequisites for protection of their trade secrets or proprietary information. Offerors are encouraged to consult with their legal counsel prior to designation of materials for protection. In no event shall the Stafford County be liable to an Offeror for the disclosure of all or a portion of a RFP submitted pursuant to this request not properly identified as confidential.

f) Failure to take such precautions prior to submission of a RFP may subject confidential information to disclosure under the Virginia FOIA.

14. Affiliate

Any business entity which is closely associated to another business entity so that one entity controls or has the power to control the other entity either directly or indirectly; or, when a third party has the power to control or controls both; or where one business entity has been so closely allied with another business entity through an established course of dealings, including but not limited to the lending of financial wherewithal, engaging in joint ventures, etc. as to cause a public perception that the two firms are one entity. Firms which are owned by a holding company or a third party, but otherwise meet the above conditions and do not have interlocking directorships or joint officers serving are not considered affiliates.

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II. Mandatory Federal-Aid Provisions

1. Americans with Disabilities Act

The Consultant shall comply with the Americans with Disabilities Act (ADA), and with the provisions of the Virginians with Disabilities Act, Sections 51.5-40 through 51.5-46 of the Code of Virginia (1950), as amended, the terms of which are incorporated herein by reference.

2. Title VI – Nondiscrimination in Federally Assisted Programs

The Stafford County in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C.§§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that Stafford County will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

A. Mandatory Attachments and Reporting. During the performance of this Agreement, the Consultant, for itself, its assignees and successors in interest (herein referred to as “the Consultant”), shall comply with the provisions of USDOT 1050.2A, Appendices A and E, which are attached, in addition to the following provisions:

a. Consultants and subconsultants shall include Appendices A and E in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

b. Consultants and subconsultants shall submit an updated Title VI Evaluation Report annually and/or in accordance with the locality’s VDOT approved Title VI Implementation Plan for as long as the Consultant or subconsultant is performing in accordance with this Agreement.

B. Title VI NON-DISCRIMINATION PROVISION: The Consultant agrees to abide by the provisions of Title VI of the Civil Rights Act of 1964 (42 USC 2000e), which prohibits discrimination against any employee or applicant for employment, or any applicant or recipient of services, on the basis of race, religion, color, sex or national origin.

3. Title VII - Equal Employment Opportunity

The Consultant agrees to abide by the provisions of Title VII of the Civil Rights Act of 1964 (42 USC 2000e), Executive Order No. 11246 entitled “Equal Employment Opportunity,” as amended by Executive Order No. 11375 and as supplemented in the Department of Labor Regulations (41 CFR Part 60), which prohibit discrimination on the basis of race, color, religion, sex, or national origin, pregnancy, age, and disability or any other basis prohibited by state law relating to discrimination in employment.

4. Federal Acquisition Regulation (FAR) Audit

• All Offerors submitting EOIs (prime consultants, joint ventures and sub-consultants) must have internal control systems in place that meet Federal requirements for accounting. These systems must comply with requirements of 48CFR31, “Federal Acquisition Regulations. Contract Cost Principles and Procedures,” and 23CFR172, “Administration of Negotiated Contracts.” All Offerors selected for a project (prime consultants, joint ventures and sub-consultants) must submit their FAR approved rates along with a Contractor Cost Certification for indirect cost rates required by FHWA order 4470.1A dated October 27, 2010 to VDOT within ten (10) business days of being notified of their selection, RFP 26067 7 whereby an official of an Offeror shall certify that the indirect cost rate submitted does not include any costs which are expressly unallowable and that the indirect cost rate was established only with allowable costs in accordance with the applicable cost principles contained in the Federal Acquisition Regulations (FAR) of 48CFR31. A sample Contractor Cost Certification is available on VDOT website for the Offeror’s use: Contractor_Cost_Certification.pdf at the link below. Should any Offeror or firm on the proposed team fail to submit the required audit data and certification within the ten (10) business days, negotiations may be terminated by Stafford County and the next most qualified team invited to submit a proposal.

• Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and in compliance with the Federal cost principles. Consultants must submit documentation annually to VDOT for review and acceptance by Virginia Department of Transportation per the Indirect Cost Rate Submission and Review Process. VDOT Annual Indirect Cost rate submittal policy can be found at at https://www.vdot.virginia.gov/doing-business/business-opportunities/consultants/indirect-cost-rate-audits/

• Firms with classifications identified in section E.2. will be required to have VDOT approved field and home office indirect cost rates (approved within the last 18 months) for inclusion in the contract within ten (10) business days of being notified of their selection (Pre-Award Submittal due date). Firms that do not have a VDOT approved field and / or home office indirect cost rate at the time of the Pre-Award submittal due date, will be required to request a “Safe Harbor” provisional rate by the VDOT Assurance and Compliance Office (ACO) for inclusion in Contract.

5. Federal Immigration Reform and Control Act of 1986

IMMIGRATION REFORM AND CONTROL ACT OF 1986: The Offeror represents that it does not, and shall not during the performance of the contract, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986. Further that, Stafford County will not consider for award any cost proposals submitted by any consultants and will not consent to subcontracting any portions of the contract to any subconsultants in violation of the provisions of this Act.

https://www.vdot.virginia.gov/media/vdotvirginiagov/doing-business/business-opportunities/consultants/indirect-cost-rate-audits/ipd_Contractor_Cost_Certification.pdf https://www.vdot.virginia.gov/doing-business/business-opportunities/consultants/indirect-cost-rate-audits/ https://www.vdot.virginia.gov/doing-business/business-opportunities/consultants/indirect-cost-rate-audits/

Failure to comply with the law with regard to those requirements in Virginia (whether federal or state) at the time of the EOI submittal regarding your organizational structure, any required registration with governmental agencies and/or entities, and...