Attachment A RFP General Terms and Conditions | Page 1 of 9

RFP General Terms and Conditions

A. Acceptance, Invoicing and Payment. Spotsylvania County will make payment to the Consultant, Net 30 days or in accordance with discount terms, if offered, after receipt of an acceptable invoice for work resulting from this RFP.

Nothing herein, or in the process, shall be construed as having obligated the County to pay for any expenses incurred by respondents to this RFP, or to the selected Consultant prior to the Board of Supervisors’ approval of a Consultant Services Contract.

Pursuant to Virginia Code § 2.2-4354, (1950, as amended), the Offeror covenants and agrees to:

1. Within seven (7) days after receipt of any amounts paid to the Consultant under the Agreement,

(i) pay any subconsultant for its proportionate share of the total payment received from the County attributable to the work under the Contract performed by such subconsultant, or (ii) notify the County and the subconsultant, in writing, of its intention to withheld all or part of the subconsultant’s payment and the reason therefore;

2. Provide its federal employer identification number or social security number, as applicable, before any payment is made to the Consultant under the Agreement;

3. Pay interest at the legal rate or such other rate as may be agreed to in writing by the subconsultant and the Consultant on all amounts owed by the Consultant that remain unpaid after seven (7) days following receipt by the Consultant of payment from the County for work performed by the subconsultant under the Agreement; and

4. Include in its contracts with any and all subconsultants the requirements of 1, 2, and 3 above.

B. Attorney’s Fees. In the event of any action brought by either party against the other to enforce any of the obligations hereunder or arising out of any dispute concerning the terms and conditions hereby created, each party shall pay their own attorney’s fees, costs and expenses, except in a case of default by the Offeror, the Offeror shall be responsible for any resulting additional purchase and administrative costs including, but not limited to fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs.

C. Audit. Offeror shall keep and require each of its Subcontractor, if any, to keep, at no additional cost to County, full and detailed accounts of costs chargeable to County, during the project, and for five

(5) years following completion. The County shall be afforded full access to accounts, records, and supporting documents for review, audit, copy (such copies will be the property of County), and verification of costs. Audit access to Consultant’s records in lump sum or unit price areas when

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RFP General Terms and Conditions | Page 2 of 9 applicable shall be sufficient to satisfy County that all quantities meet the payments to its subconsultant and suppliers, Consultant shall remit promptly to County the amount of any adjustment resulting from audit.

D. Availability of Funds. It is understood and agreed between the parties herein that the County shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

E. Binding Effect. The terms, provisions, covenants and conditions contained in any resulting contract shall apply to, insure to the benefit of, and be binding upon the parties hereto and upon their respective heirs, legal representatives, successors, and permitted assigns except as otherwise expressly provided.

F. Compliance with Law. The Offeror providing materials and services to the County under any contract resulting from this RFP represents and warrants to the County that it is:

1. Conforming to the provisions of the Civil Rights Act of 1964, as amended, as well as the Virginians With Disabilities Act, the Americans With Disabilities Act and Section 2.2-4311 of the Virginia Public Procurement Act, and where applicable, to the Virginia Fair Employment Contracting Act of 1975, as amended, and the Virginia Human Rights Act, as amended.

2. Not employing illegal alien workers or otherwise violating the provisions of the Immigration Reform and Control Act of 1986 and Virginia Code§ 2.2-4311.1;

3. Not requiring, and shall not require, any employee or subcontractor to sign an internal confidentiality agreement or statement prohibiting or otherwise restricting, or purporting to prohibit or restrict, the reporting (in accordance with law) of waste, fraud, or abuse to an investigative or law enforcement representative of a department or agency authorized to receive such information, or otherwise violate any federal and state laws and regulations protecting employees for reprisal against whistleblowing;

4. Complying with federal, state and local laws and regulations applicable to the performance of the goods and services procured, the work performed pursuant to the Agreement shall conform to all professional principles generally accepted as standards of the industry in the Commonwealth, the Offeror’s work performed shall be free of defects, and any new materials and equipment furnished under this Agreement shall be of good quality and in working condition; and

5. Complying fully with the Virginia Conflict of Interest Act.

6. Authorized to transact business in the Commonwealth of Virginia, pursuant to Section 2.2-

4311.2 of the Code of Virginia.

G. Contract Award. Spotsylvania County has the right to award a contract to more than one Offeror, if it is in the County’s best interest to provide adequate services in accordance with the criteria found in the Scope of Services. Should Spotsylvania County determine in writing and in its sole discretion that only one offeror is fully qualified, or that one Offeror is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that Offeror.

Spotsylvania County reserves the right to award the contract to the most qualified, responsible, and responsive Offeror(s), resulting in a negotiated agreement, which is most advantageous to and in the

RFP General Terms and Conditions | Page 3 of 9 best interest of Spotsylvania County. Spotsylvania County shall be the sole judge of the Proposal and the resulting negotiated agreement that is in the public interest, and Spotsylvania County’s decision shall be final.

H. Contract Changes. No verbal agreement or conversation with any officer, agent or employee of

Spotsylvania County either before or after execution of the Contract resulting from this Request for Proposal (RFP), RFP Addendum or follow-on negotiations, shall affect or modify any of the terms or obligations contained in the Contract. No alterations to the terms and conditions of the Contract shall be valid or binding upon Spotsylvania County unless made in writing and where Board approval is not required, by the County Administrator or his designee.

I. Contract Documents. The contract entered into by Spotsylvania County and the Consultant shall consist of this Request for Proposal, any addendum issued, the proposal submitted by the Consultant, Spotsylvania County’s Standard Form of Agreement, and any approved change orders issued, all of which shall be referred to collectively as the Contract Documents. Additional documents which the parties agree to include as contract documents may be set forth in the final contract.

J. Definitions.

1. Consultant. The Consultant who enters into a contract with Spotsylvania County to provide the services herein for Spotsylvania County.

2. County/Owner. Wherever the word "County or Owner" appears, it shall be understood to mean the Spotsylvania County Government.

3. Offeror. A person who makes an offer in response to a Request for Proposals.

4. Informality. A minor defect of variation in a Proposal from the exact requirements of the Request for Proposal, which does not affect the price, quality, quantity or delivery schedule for the goods, services or construction being procured.

K. Drug-Free Workplace. During the performance of this Contract, the Offeror agrees to (i) provide a drug-free workplace for the Offeror’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Offeror’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Offeror that the Offeror maintains a drug-free workplace;

and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this Section, “drug-free workplace” means any site at which the performance of work is done in connection with this Contract awarded to the Offeror, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or

RFP General Terms and Conditions | Page 4 of 9 use of any controlled substance or marijuana during the performance of the Contract.

L. Ethics in Public Contracting. The Offeror hereby certifies that it has familiarized itself with Article

6 of Title 2.2 of the Virginia Public Procurement Act, Section 2.2-4367 through 2.2-4377, Virginia Code Annotated, and that all amounts received by it, pursuant to a Contract resulting from this RFP, are proper and in accordance herewith. By submitting a response to this solicitation, Offeror certifies that their Proposal is made without collusion or fraud 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.

M. Examination of Records. The Offeror agrees that Spotsylvania County or any duly authorized representative shall have access to and the right to examine any and copy any directly pertinent books, documents, papers and records of the Offeror involving transactions related to any Contract resulting from this RFP. The period of access provided in this paragraph for records, books, documents, and papers and software which may be related to any arbitration, litigation, or the settlement of claims arising out of the performance of any subsequent contract or any subsequent contracts with vendors shall continue until disposition of any appeals, arbitration, litigation, or claims. Offerors agrees to keep all records in accordance with the state and local retention laws including but not limited to Virginia Code § 55-525.27.

N. Faith-Based Organizations. Pursuant to Section 2.2-4343.1 of the Code of Virginia of 1950, in all

Invitations to Proposal, requests for proposals, contracts, and purchase orders, the County does not discriminate against faith-based organizations.

“Faith-based Organization” means a religious organization that is or applies to be an Offeror to provide goods and/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.

If Offeror is a faith-based organization, then Offeror shall give to each individual who applies for or receives goods, services, or disbursements provided pursuant to this Agreement the following notice:

NOTICE

Pursuant to Section 2.2-4343.1 of the Code of Virginia of 1950, as an applicant for or recipient of goods, services, or disbursements provided pursuant to a contract between the County and a faith-based organization, you are hereby notified as follows:

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

RFP General Terms and Conditions | Page 5 of 9 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 County Administrator.

O. Federal-Aid Provisions. When the U. S. government pays all or any portion of the cost of a project, the Offeror shall observe all federal laws, rules, and regulations made pursuant to such laws. The work shall be subject to inspection by the appropriate federal agency. Such inspection shall in no sense make the federal government a party of the contract and will in no way interfere with the rights of either party. Offeror shall require all subcontractors to observe all federal laws, rules, and regulations made pursuant to such laws. Reporting requirements that is part of the regulation shall be followed in accordance with the federal law, rules and/or regulation made pursuant to such laws.

A Data Universal Numbering System (D-U-N-S) number will be provided by the Offeror and registration with the Central Offeror Registration (CCR) shall be followed according to the federal aid provisions.

P. Freedom of Information. All information submitted to the County in response to this RFP will constitute public information and pursuant to the Virginia Freedom of Information Act will be available to the public for inspection upon request. Pursuant to Virginia Code § 2.2-4342 and County Procurement Policy § 3-27, an Offeror may request an exception to disclosure for trade secrets or proprietary information as such is defined under Virginia Code § 59.1-336, part of the Uniform Trade Secrets Act. In order to claim this exemption, an Offeror must: (1) Submit a request in writing referencing their desire to invoke the protections of Virginia Code § 2.2-4342; (2) Specifically identify which data or materials they wish to have protected; and (3) Articulate the rationale for why protection is necessary for the particular data or materials, to the satisfaction of the County. Failure to meet these requirements will result in the data or materials being open for inspection in response to a valid inquiry under the Virginia Freedom of Information Act and serve to waive any right of the Offeror to assert a claim against the County for disclosure of trade secrets or proprietary information.

Q. Grant Funds Provision. When a project is funded in part or all by grant funds, the Offeror shall observe all rules and regulations according to the grant fund award documentation. Offeror has the responsibility to comply with all grant fund reporting requirements and any or all award documentation terms and conditions.

R. Governing Law. In any contract resulting from this RFP, the parties agree that this agreement is governed by and shall be interpreted in accordance with the Spotsylvania County Procurement Policy and laws of the Commonwealth of Virginia, and that proper venue, in the event of litigation concerning this matter, shall be in the Circuit Court of Spotsylvania County, Virginia. The parties agree that any litigation involving this Agreement shall be brought only in such court.

S. Headings. Headings in the RFP and any resulting contract are informational only and the substance of each numbered or lettered provision shall prevail in the event of any ambiguity or inconsistency between a heading and its content.

T. Insurance. During the performance of any contract resulting from this RFP, the Offeror shall have and keep current insurance whichever is greater in scope or amount as follows:

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1) Worker’s Compensation Insurance in compliance with all states in which the Offeror does business, including coverage B Employer’s Liability in not less that the following amounts:

a. Bodily Injury by accident, $100,000 for each accident;

b. Bodily Injury by disease, $500,000 policy limit;

c. Bodily Injury by disease, $100,000 for each employee;

2) General Liability Insurance in amount not less than $1,000,000 for any occurrence involving bodily injury, and not less than $1,000,000 for any occurrence involving property damage. This coverage shall include contractual liability, broad form property damage, independent Offerors, and personal injury. Coverage should be provided on a per project/per location basis;

3) Automobile Liability Insurance in an amount not less than $1,000,000 combined single limit bodily injury and property damage. This coverage shall include liability for the use of hired and non-owned vehicle.

4) Professional Liability Insurance in an amount not less than $2,000,000 per occurrence and $6,000,000 in the aggregate. The amount of coverage may increase according to the project value.

The General Liability and Automobile Liability insurance policies specified herein shall name Spotsylvania County as additional insured with regard to work performed under any contract resulting from this RFP. The Offeror shall provide Spotsylvania County with copies of certificates of insurance coverage and proof of payment of all premiums. These certificates shall have provisions for notifying Spotsylvania County if there is any change in liability insurance.

The insurance required shall have been issued by a company rated “A” as reported in the current edition of Best’s Key Rating Guide, published by Alfred M. Best Company, Inc. and licensed to conduct business of insurance in Virginia.

The Offeror shall carry the provision that the insurance will not be cancelled or materially modified by the Offeror without thirty (30) days prior written notice to the County.

U. Interpretation. Words of any gender used in a resulting Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context otherwise requires.

V. Non-Collusion. The party submitting the foregoing RFP hereby certifies that such RFP is genuine and not collusive or sham; that said Offeror has not colluded, conspired, connived or agreed, directly in indirectly, with any Offeror or person, to put in a sham proposal or to refrain from proposing, and has not in any manner, directly or indirectly, sought by agreement or collusion, or communication or conference, with any person to fix the proposal price or affiant or of any Offeror, or to fix any overhead, profit or cost element of said RFP price, or of that of any other Offeror, or to secure any advantage against the County or any person interested in the proposed contract; and that all statements in said RFP are true.

W. Non-Discrimination. Any contract resulting from this RFP and every contract, sub-contract, or

RFP General Terms and Conditions | Page 7 of 9 purchase order there under shall include the following provisions according to 2.2-4311Code of Virginia:

During the performance of a Contract, the Offeror agrees as follows:

1) The Offeror will not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, or national origin, except where religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of the Offeror.

2) The Offeror agrees to post in conspicuous places, available to employees and applicant for employment, notices setting forth non-discrimination clause.

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

4) Notices, advertisements, and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirement.

The Offeror will include the provisions in the foregoing paragraphs 1, 2, and 3 in every contract, subcontract, or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor associated with Spotsylvania County.

X. Partial Invalidity. Neither any payment for, nor acceptance of, the whole or any part of the services by Spotsylvania County, nor any extension of time, shall operate as a waiver of any provision of any Contract resulting from this RFP, nor of any power herein reserved to Spotsylvania County, or any right to damages herein provided, nor shall any waiver of any breach of any Contract be held to be a waiver of any other or subsequent breach. Failure of Spotsylvania County to require compliance with any term or condition of any Contract shall not be deemed a waiver of such term or condition nor a waiver of the subsequent enforcement thereof.

Y. Proposal Withdrawal. Any Proposal may be withdrawn up until the time set above for the opening of the Proposal. Any Proposals not so withdrawn shall constitute an irrevocable offer for a period of 180 days.

Z. RFP and Proposal Clarification. Spotsylvania County reserves the right to request clarification of information submitted and to request additional information of one or more Offerors. Each Offeror shall examine the RFP and shall judge all matters relating to the adequacy and accuracy of such RFP.

Any inquiries, suggestions or requests concerning interpretation, clarification or additional information pertaining to the RFP shall be submitted in writing to the Spotsylvania County Procurement contact listed on the first page of this RFP. Spotsylvania County shall not be responsible for oral interpretations given by an employee, representative, agent, or others. The issuance of a written RFP Addendum issued by the Spotsylvania County Procurement Division is the only official method whereby interpretation, clarification, or additional information can be issued.

AA. Release and Ownership of Information. Spotsylvania County shall make a good faith effort to identify and make available to the Consultant all non-confidential technical and administrative data in Spotsylvania County’s possession which Spotsylvania County may lawfully release including, but not limited to contract specifications, drawings, correspondence, and other information specified and

RFP General Terms and Conditions | Page 8 of 9 required by the Consultant and relating to its work under this Contract. Spotsylvania County reserves its rights of ownership to all material given to the Consultant by Spotsylvania County and to all background information, documents, and computer software and documentation developed by the Consultant in performing any Contract resulting from this RFP.

No reports, information or data given to or prepared by the Consultant under the resulting Contract shall be made available to any individual or organization by the Consultant without the prior written approval of Spotsylvania County, which approval Spotsylvania County shall be under no obligation to grant.

As may be allowed by law, any information, ideas, or concepts that the County receives during the procurement process from any offeror’s written proposal, any discussion or interview with the offeror or as a result of any portion of the procurement process for the services described in this Request for Proposal shall become the property of Spotsylvania County. Spotsylvania County may use this information for any purpose without compensation to the offeror from whom the information was received.

BB. Rights and Responsibilities of Offeror. The Offeror shall indemnify, defend and hold harmless the

County and its employees, agents, and/or representatives from any and all claims, suits and actions for injury or damage sustained by any person or property from any act or omission by Offeror and/or its subcontractors or employees, or anyone else for who is or may be responsible. This section shall survive the termination of this agreement.

The Offeror in any Contract resulting from this RFP shall pay all royalties and license fees necessary for performance of the Contract. The Offeror shall defend all suits or claims for infringement of any patent rights or any other proprietary rights arising from or related to performance of the resulting Contract and shall save Spotsylvania County harmless from any and all loss, including reasonable attorneys' fees, on account thereof.

CC. Subcontractor and Assignments. The Offeror shall not sublet or assign or transfer any interest in this Contract or any portion thereof without the prior written consent of Spotsylvania County of which Spotsylvania County shall be under no obligation to grant. In seeking consent for any subcontract or assignment, the Offeror shall furnish all information required by Spotsylvania County to permit Spotsylvania County to ascertain the qualifications of the proposed Subcontractor to perform the work, and the Offeror shall submit a copy of the subcontract to Spotsylvania County for approval.

The subcontractor shall incorporate by reference all provisions and conditions of the Contract resulting from this solicitation.

Spotsylvania County’s approval of a subcontractor shall not relieve the Offeror of any of its responsibilities, duties or liabilities hereunder. The Offeror shall continue to be responsible to Spotsylvania County for performance of the subcontractor and the subcontractor, for all purposes, shall be deemed to be an agent or employee of the Offeror. Nothing in the Contract resulting from this RFP or any subcontract shall create any contractual relationship between any subcontractor and Spotsylvania County.

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DD. Tax Exemption. The County of Spotsylvania as a public body politic and corporate of the

Commonwealth of Virginia, is exempt from any Federal excise tax and Virginia sales and use tax for purchases made by the County.

EE. Termination. Spotsylvania County shall have the right to terminate at Spotsylvania County’s convenience, with or without cause, any Contract resulting from this RFP by specifying the date of termination in a written notice. In this event, the Consultant shall be entitled to just and equitable compensation for any satisfactory work completed. All work produced, and data collected shall become the property of Spotsylvania County.