Attachment B Draft Contract.PDF

GOOCHLAND COUNTY

Contract For Architectural and Engineering Services between

Goochland County and

Architect for

West Creek Fire-Rescue Station 7

A&E CONTRACT FOR RFP# 2026-01 WEST CREEK FIRE-RESCUE STATION

THIS CONTRACT is made this ____ day of _____________, 2025 between (Architect) and Goochland County, Virginia (County).

WHEREAS, County requires professional architectural and engineering services; and

WHEREAS, Architect is engaged in the business of providing professional architectural and engineering services and has been selected by County in response to its Request for Proposals (RFP) # 2026-01 Architectural and Engineering (A&E) Services for West Creek Fire-Rescue Station 7, dated , 2025, as the firm to perform the Work specified therein.

WHEREAS, Architect agrees to furnish all services, labor, materials, and equipment necessary or appropriate as called for in the Contract Documents, in accordance with generally accepted professional standards of care and shall provide to County good advice and consultation within Architect’s authority and capability. The purpose of the Services is to design a new Fire Station on Hockett Road.

WHEREAS, County and Architect each acknowledge that they have reviewed and familiarized themselves with this Contract including the documents enumerated in Contract Documents, and agree to be bound by the terms and conditions contained therein.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the parties agree as follows:

1. Nothing in the Contract Documents shall be construed to limit Architect’s responsibility to manage the details and execution of its work. The Scope of Services includes the subsections below.

2. ARCHITECT’S SERVICES AND RESPONSIBILITIES

2.1 GENERAL

2.1.1 The Architect shall perform all professional services for the completion of the above-described project to the satisfaction of County Administrator or designee in conformance with sound professional practice and in the best interest of County.

2.1.2 The ARCHITECT shall check all reports, designs, design drafts and final plans for accuracy prior to submission to the COUNTY. The ARCHITECT will be required, without additional compensation, to correct any errors, including but not limited to omissions, discrepancies and ambiguities, in any services performed in fulfillment of the obligations of this Agreement, and shall also reimburse the COUNTY for any costs incurred. Acceptance of the plans or reports by the COUNTY shall not relieve the Architect of the responsibility of subsequent correction of errors. Costs incurred by the ARCHITECT in correcting errors in the plans or reports and reimbursing the COUNTY for costs incurred by the COUNTY as a result of such error shall be maintained in a separate account. Such account shall be clearly coded and identified, and shall be subject to audit by the COUNTY and shall be maintained in accordance with Article 4.1. Such costs shall not be billed to the COUNTY as a direct charge or an overhead item.

2.1.3 Typical project services will consist of the services described in Article 2.2, as modified by task orders or purchase orders.

2.1.4 ARCHITECT shall notify the COUNTY, in writing, if modifications or additions to the Scope of Work to this Agreement or to a task order are required. Compensation for modifications or additions shall be negotiated and approved by the COUNTY prior to proceeding with the work. A change order to the purchase order will be issued by the COUNTY. Additional or modified work that is performed without COUNTY approval shall be at ARCHITECT risk and said work may not be compensated by the COUNTY.

2.1.5 High Performance Building Act – When applicable to the project, all new and renovated facilities shall be designed and constructed to meet the requirements of Section 15.2-1804.1 of the Code of Virginia and the County’s High Performance and Sustainable Buildings Policy. The County will determine which certification process the design Architect shall pursue at the time of project scoping and prior to the issuance of the purchase order.

2.2 BASIC SERVICES - The Architect shall provide the services identified in the Scope of

Work of the Request for Proposals (RFP) and as detailed below.

2.2.1 CONCEPTUAL DESIGN

2.2.1.1 Project Initiation Meeting – If requested by the COUNTY, conduct a project initiation meeting with COUNTY staff to define project components and schedule. This information will be summarized into a memorandum of understanding and distributed to meeting attendees.

2.2.1.2 Surveys – ARCHITECT shall perform or have performed topographic and planimetric surveys, using standard surveying practices, to determine ground configuration and obtain mapping details required for preliminary and final designs.

Surveys shall be limited to those required to supplement surveys previously performed.

2.2.1.3 Site Geotechnical Surveys – Complete geotechnical surveys of the site.

Investigations performed to obtain geotechnical information required for preliminary and final design shall include: (a) review of available geotechnical data; (b) preparation of plans and specifications for a subsurface exploration program, including borings, sampling and testing of materials; (c) contracting with a competent subcontractor (driller, excavator, etc.) to perform applicable portions of the subsurface exploration program; (d) field evaluations of the subsurface exploration program; and (e) compilation and analyzing results of the subsurface exploration program; and (f) preparation of geotechnical design criteria for proposed facilities.

Surveys shall be limited to those required to supplement surveys previously performed.

2.2.1.4 Conceptual Plans and Reports – If requested by the County develop conceptual design plans and reports.

2.2.1.5 Prepare Revised Concept Plan – Prepare revisions to conceptual design based upon COUNTY comments.

2.2.2 PRELIMINARY DESIGN

2.2.2.1 Permits and Approvals – Attend meetings with COUNTY staff to determine COUNTY requirements for the planned improvements.

2.2.2.2 Environmental Permitting Review – Perform site visit and contacts with regulatory agencies to identify environmental permitting issues and requirements required to be addressed for development of the project.

2.2.2.3 30% Submittal - Develop and submit plans, specifications and cost estimate to the 30% completion level. Submit three (3) hard copies and one (1) electronic copy to COUNTY.

2.2.2.4 COUNTY Review - Meet with COUNTY staff to review the 30% submittal.

2.2.3 DETAILED DESIGN

2.2.3.1 60% Submittal - Develop and submit plans, specifications and cost estimate to the 60% completion level. Submit three (3) hard copies and one (1) electronic copy to COUNTY.

2.2.3.2 COUNTY Review - Meet with COUNTY staff to review the 60% submittal.

2.2.4 PREFINAL DESIGN

2.2.4.1 90% Submittal – Develop and submit plans, specifications and updated cost estimate to the 100% completion level. Submit three (3) hard copies and one (1) electronic copy to COUNTY.

2.2.4.2 COUNTY Review – Meet with COUNTY staff to review the 90% plans, specifications and cost estimate.

2.2.5 FINAL DESIGN

2.2.5.1 100% Final Submittal – Submit 100% final plans and specifications to

COUNTY for review. Prepare updated construction cost estimate and schedule for construction.

2.2.5.2 Permits and Approvals – Submit documents for permitting and approvals to appropriate federal, state and local agencies.

2.2.5.3 Bid Ready Documents – Incorporate all applicable review comments and provide electronic copies of the Contract Documents, specifications, and PDF & CADD files of the final drawings to COUNTY.

2.2.5.4 Final Cost Estimate – Prepare final ARCHITECT’s estimate of probable construction cost.

2.2.6 BID PHASE SERVICES – ARCHITECT shall assist COUNTY in advertising construction projects, answering questions from prospective bidders, conducting pre-bid site inspections and meetings, obtaining and reviewing construction bids and/or preparing contract documents, and making recommendations for award.

2.2.7 CONSTRUCTION ADMINISTRATION SERVICES

2.2.7.1 Construction administration services may include periodic site visits, resident inspection services, invoice review/approval or other services as described in the task order.

2.2.7.2 Construction administration shall include responses to requests for information, submittal review/approval, change order management, final site inspection and preparation of “punch list” of incomplete items, and preparation/delivery of CADD-based record drawings from the Contractor’s redlined markups in both PDF and DWG/RVT file formats.

2.3 ADDITIONAL SERVICES

2.3.1 At the option of COUNTY and if authorized in writing, ARCHITECT shall furnish or obtain from others, Additional Services of the following types of work which may not be considered normal or customary Basic Services:

2.3.1.1 Easements, plats, or topographical surveying required beyond that described herein.

2.3.1.2 Additional geotechnical investigations and laboratory testing beyond that included herein.

2.3.1.3 Additional studies and design services that may be required by COUNTY that are not identified herein.

2.3.2 The scope of work for the Additional Services described in the above Article 2.3 shall be negotiated and approved by COUNTY prior to proceeding with the work.

COUNTY is under no obligation to award any of the services to ARCHITECT.

2.3.3 Services resulting from significant changes in the general scope of the project or its design including, but not limited to, changes in size, complexity, or character of construction; and, revising previously accepted studies, reports, design documents, or contract documents when such revisions are due to causes beyond ARCHITECT’s control shall be considered Additional Services.

2.3.4 Investigation of reasonable and limited alternative solutions not addressed by ARCHITECT shall not be considered as Additional Services and shall be covered by the Basic Services.

2.4 TIME

2.4.1 ARCHITECT agrees to begin work on the project promptly upon the receipt of a purchase order and shall perform as expeditiously as is consistent with professional skills. If the project schedule is not identified in the task order or purchase order, ARCHITECT shall submit a proposed schedule for COUNTY's review. The schedule, when approved by COUNTY, shall not be exceeded by ARCHITECT except for reasonable cause shown, and agreed upon in writing by COUNTY.

2.4.2 This Contract shall continue in full force and effect until the contractually obligated services are completed unless sooner terminated as hereinafter provided.

Notwithstanding the above, this Contract is subject to annual appropriation by the Goochland County Board of Supervisors as hereinafter provided.

3. COUNTY RESPONSIBILITIES

3.1 COUNTY shall assist ARCHITECT by placing at its disposal all available information pertinent to the project including previous reports and any other data relative to the scope of the project and by rendering approvals and decisions as expeditiously as necessary for the orderly progress for ARCHITECT’s services and the work.

3.2 COUNTY shall furnish, if available, to ARCHITECT, as required by it for performance of its Basic Services, data prepared by, or the services of others, such as core borings, probings and subsurface explorations, laboratory tests, and inspection of samples, all of which ARCHITECT may rely upon in performing its services.

3.3 COUNTY shall assist ARCHITECT, when ARCHITECT encounters objections from specific property owners, in obtaining permission to enter upon public and private property as required for ARCHITECT to perform its services.

3.4 COUNTY shall designate in writing a person to act as COUNTY’s representative with respect to the work to be performed under this Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret, and define COUNTY’s policies and decisions with respect to materials, equipment, elements, and systems pertinent to ARCHITECT’s services. Such person shall have the authority to reject any work which does not conform to the documents produced under the terms of this Agreement.

3.5 If COUNTY observes or otherwise becomes aware of any fault or defect in the project or nonconformance with the documents produced by ARCHITECT, COUNTY shall give prompt written notice thereof to ARCHITECT.

4. COMPENSATION AND METHOD OF PAYMENT

4.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES. COUNTY shall pay ARCHITECT for Basic Services under Article 2.2 in accordance with the schedule of services and fees, which is incorporated herein by reference.

4.1.1 Lump Sum – For services provided on a lump-sum fee basis, ARCHITECT shall furnish the identified Scope of Services for a fixed total cost with the payment(s) to be made on a schedule mutually agreed to by the parties.

4.1.2 Cost plus not-to-exceed – For services provided on a cost plus not-to-exceed basis, ARCHITECT shall be paid on an hourly basis per position. In addition, COUNTY shall pay ARCHITECT the actual cost of all reimbursable expenses.

4.1.3 Hourly cost – Hourly cost is defined as the actual hours of employees engaged in the performance of the service times the rates set forth in Appendix A to this Agreement.

These rates cover the costs of items such as Workers’ Compensation, federal and state unemployment taxes, group life and medical insurance, retirement, social security, sick leave, vacation and similar fixed employee benefits.

4.1.4 [EDIT IF REQUIRED BASED ON NEGOTIATIONS] Reimbursable expenses – Reimbursable expenses are those incurred directly in the performance of this Agreement and do not include those incidental to the normal conduct of business.

Reimbursable expenses include, but are not necessarily limited to, authorized travel, subsistence, reproduction costs, computer charges, laboratory fees, equipment rental charges, special supplies, and subcontract costs.

4.2 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES. COUNTY shall pay ARCHITECT for Additional Services rendered under Article 2.3 based on a negotiated fee in accordance with the rates, which is incorporated herein by reference.

4.3 METHOD OF COMPENSATION. ARCHITECT shall submit monthly invoices for Basic and Additional Services rendered. The monthly invoice shall be in the form of an itemized invoice setting forth services which have been performed, and the charges therefore, in accordance with Article 4 and Article 4.1. The invoice shall also state current project completion, any anticipated project Additional Services with estimated costs, and anticipated changes in the project construction estimate. COUNTY shall make monthly payments within 30 days of COUNTY’s receipt of ARCHITECT’s monthly invoices, unless COUNTY objects in writing to the invoice within the same 30-day period.

4.4 COST LIMITATIONS. A cost limitation may be shown for any specific project or task order in the discretion of the COUNTY. Where shown, the cost limitation is derived from a specific appropriation of funds or purchase order for the project or task order.

Accordingly, it shall be a condition of this Agreement that ARCHITECT shall prepare its plans and specifications so that the project or task order cost (including construction estimate or bid, contingencies of 5% and design cost) shall not exceed the stated cost limitation. If at any time during the project design development, or following the receipt of bids, the cost limitation is exceeded, COUNTY may require that ARCHITECT, at no cost to COUNTY, revise the design and construction documents as may be necessary to bring the project or task order cost within the cost limitation. Any cost limitations for a project shall be as shown on the specific task order(s) or purchase order.

4.5 ACCOUNTING RECORDS OF ARCHITECT. Records of ARCHITECT’s

personnel, Architect’s Additional Services, and reimbursable expenses pertaining to the project, and records of accounts between COUNTY and its contractors, shall be kept on a generally recognized accounting basis, and all such records shall be available to COUNTY’s representative at mutually convenient times. ARCHITECT agrees to retain all books, records and other documents relative to this Agreement for five (5) years after final payment, or until audited by COUNTY, whichever comes first. The authorized agents and auditors of COUNTY shall have full access to, and the right to examine, any of said materials during this period, upon providing reasonable notice to ARCHITECT.

5. GENERAL CONDITIONS

5.1 APPLICABLE LAW. This Contract is made, entered into, and will be performed in

Goochland, Virginia, and will be governed in all respects by the laws of Virginia. Venue for any litigation arising out of this Contract will be brought in the courts of Goochland County, Virginia. Architect shall comply with all applicable federal, state, and local laws and regulations.

5.2 APPROPRIATIONS. It is understood and agreed between the parties that County shall be bound hereunder only to the extent of the funds available or which may hereafter become available for this purpose through appropriation by the Board of Supervisors.

Failure of the Board of Supervisors to appropriate adequate funds for the terms of the contract shall result in the immediate cancellation of the contract. There shall be no penalty should the Board fail to make annual appropriations for the contract.

5.3 ARBITRATION. It is expressly agreed that nothing under this Contract shall be subject to arbitration, and any references to arbitration are expressly deleted from the Contract Documents.

5.4 AUDIT. Architect agrees to retain all books, records and other documents related to Architect’s performance of this Contract for five years after final payment or until audited by County, whichever is sooner. County or its authorized agents shall, upon reasonable advance written notice and during normal business hours, have full access to and the right to examine any of the above documents during this period.

5.5 CONFIDENTIALITY. In the course of performance, the parties recognize that Architect may come in contact with or become familiar with information which County may, within the law, consider confidential. This information includes, but is not limited to, information pertaining to personal information of personnel, citizens, or clients. Architect shall keep all such information confidential in accordance with state and federal laws and regulations.

5.6 CONTRACT DOCUMENTS. The Contract Documents shall consist of this Contract, the Request for Proposals (RFP) attached as Exhibit A, all special conditions, all supplemental conditions, any modifications or addenda to any of these documents, and the proposal submitted by Architect dated August attached as Exhibit B. If there is a conflict between any documents, then the order of precedence will be as listed herein.

The Contract Documents constitute the entire and exclusive agreement between the parties with respect to its subject matter and supersede any and all prior communications, discussions, negotiations, understandings, and agreements.

5.7 CONTRACT MODIFICATIONS. All contract modifications must be approved by the Goochland County Administrator or designee. The County will not assume responsibility for the cost of any changes made without proper consent. No fixed price contract may be increased by more than twenty-five percent (25%) or $50,000, whichever is greater, without advance approval of the Goochland County Board of Supervisors.

5.8 DEBARMENT STATUS. Architect certifies that it is not currently debarred from submitting proposals or bids on contracts by any department, agency or political subdivision of the (i) the Commonwealth of Virginia, (ii) any other state, or (iii) the federal government, nor is it an agent of any person or entity that is currently debarred from submitting bids or proposals on contracts by the same.

5.9 DESIGNATED PERSONNEL. County shall, throughout the term of this Contract, have the right of reasonable rejection and approval of staff or subcontractors assigned to the work by Architect. If County reasonably rejects staff or subcontractors, then Architect shall provide replacement staff or subcontractors satisfactory to County in a timely manner and at no additional cost to County. The day-to-day supervision and control of Architect’s employees shall be solely the responsibility of Architect. In performing under this Contract, Architect shall employ people reasonably proficient and enforce strict discipline and good order among them.

5.10 ELECTRONIC RECORD. The parties agree that this Contract can be executed through an electronic signature, and that an electronic record of this Contract is as valid and enforceable as an original.

5.11 ETHICS IN PUBLIC CONTRACTING. This Contract incorporates by reference any applicable state or federal law related to ethics, conflicts of interest, or bribery, including the Virginia Conflict of Interests Act, the Virginia Governmental Frauds Act, and the Virginia Code. Architect certifies that its offer is made without collusion or fraud and that it has not offered or received any kickbacks or inducements from any other offeror, supplier, manufacturer, or subcontractor in connection with this solicitation, and that it has not conferred on any public employee having official responsibility for this solicitation 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.

5.12 FAITH-BASED ORGANIZATIONS & NON-DISCRIMINATION. In the solicitation and awarding of contracts, County does not discriminate against faith-based organizations or any other bidder or offeror because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, status as a service disabled veteran, or any other basis prohibited by state law relating to discrimination in employment.

5.13 FORCE MAJEURE. Unless otherwise specified in the Contract, neither Architect nor County will be held responsible for failure to perform the duties and responsibilities imposed by the Contract if such failure is due to strikes, fires, riots, rebellions, or force majeure which are beyond the control of Architect or County and which make performance impossible or illegal.

5.14 GOOCHLAND COUNTY TAXES. Architect shall pay all County taxes when due.

County may offset the amounts of any County taxes which are due and owing against sums otherwise due to Architect by paying such amounts to the County Treasurer on Architect’s behalf.

5.15 IMMIGRATION REFORM AND CONTROL ACT OF 1986. Architect shall not knowingly employ an unauthorized alien as defined in the Federal Immigration Reform and Control Act of 1986.

5.16 INDEMNIFICATION. Architect shall hold harmless and indemnify County and all of its officials, departments, agencies, agents, and employees from and against any and all claims, losses, damages, injuries, actions, or reasonable costs (including court costs and attorney’s fees), resulting from or arising out of its work required by the Contract Documents, including, but not limited to, the negligence, gross negligence, or willful misconduct of Architect’s employees or agents.

5.17 INSURANCE. Architect shall, by a date to be established by County, purchase and maintain, at its own expense, from a company(ies) authorized to do business in Virginia, insurance policies with the following types of coverages and minimum limits of liability, protecting from claims which may arise out of or result from Architect’s performance under this Contract, and also covering anyone directly or indirectly employed by Architect or for whose acts it may be liable, with respect to the performance hereunder:

A. Comprehensive General Liability, including Premises and Operations, with limits of $1,000,000 per occurrence / $2,000,000 Total Bodily Injury (including death) $1,000,000 per occurrence / $2,000,000 Total Property Damage

B. Comprehensive Automobile Liability with limits of $1,000,000 per occurrence / $2,000,000 Total Bodily Injury (including death) $1,000,000 per occurrence / $2,000,000 Total Property Damage

C. Employer’s Liability for Participants not covered by workers’ compensation insurance in an amount not less than $100,000.

D. Professional Liability Insurance with limits of not less than $1,000,000 per claim and $2,000,000 in the aggregate. If Architect’s professional liability coverage is on a “claims-made” basis, then Architect shall obtain extended reporting (tail) coverage (with the same liability limits) upon expiration of this Contract for at least 3 years following the expiration or termination of the Contract.

Architect shall obtain and maintain such workers’ compensation coverage as may be required pursuant to the provisions of the Virginia Code and shall require any subcontractor to do the same. Architect shall include the provisions of this subsection within each of its subcontracts, so as to bind each subcontractor.

A certificate of insurance shall be submitted to County upon its request and included as part of the Contract.

Architect shall furnish County a binder adding County as an additional insured on the comprehensive general liability and comprehensive automobile liability policies, and include the following language: “The above-described policies shall not be canceled, modified, or amended, or coverage reduced without the issuing company providing 30 business days advance written notice to Goochland County.”

Should insurance coverage be changed or canceled, Architect shall furnish a valid binder evidencing the required insurance. Failure to deliver such binder will result in suspension of all payments until the binder is furnished.

All insurance required shall be and remain in full force and effect for the term of the Contract.

No contract shall be binding upon County until all insurance requirements and policies, have been timely obtained by Architect, approved as to form and sufficiency by the County Attorney, and, if requested, filed with County.

5.18 NO PERSONAL LIABILITY. Nothing herein shall be construed to create any personal liability on the part of any elected or appointed official, agent, or employee of County or on the part of any shareholder, director, officer, or employee of the Architect.

5.19 NON-WAIVER. No waiver or breach of any terms, conditions, provisions, or covenants contained in this Contract will be construed as a waiver of any prior or succeeding breach of the same terms, conditions, provisions, or covenants.

5.20 NOTICE. All notices or invoices involving this Contract will be made either by personal delivery or by registered or certified mail, return receipt requested, and will be deemed given upon personal delivery or upon receipt. Notices will be sent to the following addresses:

County: County Administrator

P.O. Box 10 1800 Sandy Hook Road, Suite 352 Goochland, VA 23063

With a copy to: County Attorney

P.O. Box 10 1800 Sandy Hook Road, Suite 352 Goochland, VA 23063

Architect:

Either party may change the location or individuals for receipt of notices by providing written notice to the other party.

5.21 OWNERSHIP OF DESIGNS. The Preliminary Design and the Design for Construction are to be County’s sole property. Architect may maintain copies for its record and for its future professional endeavors. Neither the Preliminary Design nor the Design for Construction are intended by Architect for use on other projects by County or others.

Any reuse by County or third parties without the written consent of Architect will be at the sole risk of County.

5.22 PARTIES’ RELATIONSHIP. Architect shall be legally considered an independent contractor, and neither Architect nor its employees will, under any circumstances, be considered employees or agents of County. County shall not be legally responsible for any negligence or other wrongdoing by Architect, its employees, or agents. County shall not withhold payments to Architect for any federal or state unemployment taxes, federal or state income taxes, Social Security tax, or any other amounts for benefits to Architect.

Further, County shall not provide Architect any insurance coverage or other benefits, including workers' compensation, normally provided by County for its employees.

5.23 PAYMENT OF SUBCONTRACTORS. Architect is obligated to take one of the two following actions within seven days after receipt of amounts paid to Architect by County for work performed by any subcontractor under this Contract:

A. Pay the subcontractor for the proportionate share of the total payment received from the County attributable to the work performed by the subcontractor under the Contract;

or

B. Notify County and the subcontractor, in writing, of Architect’s intention to withhold all or a part of the subcontractor’s payment with the reason for nonpayment.

Architect is obligated to provide its social security number or federal employer identification number in accordance with Virginia Code § 2.2-4354.

Architect shall pay interest to any subcontractor on all amounts owed by Architect that remain unpaid after seven days of Architect’s receipt of County’s payment for work performed by the subcontractor under this Contract, except for amounts withheld as allowed in (b), above. Unless otherwise provided under the terms of this Contract, interest shall accrue at the rate of 1% per month.

Architect shall include in each of its subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier subcontractor.

Architect’s obligation to pay an interest charge to subcontractors pursuant to these provisions may not be construed to be an obligation of County. Neither a contract modification nor a cost reimbursement claim will be made to reimburse the interest charge.

5.24 PROJECT MANAGER. Performance of Architect is subject to review and approval of the Project Manager who will be identified in writing prior to the start of performance of Services under this Contract. However, Architect shall manage the details of the execution and performance of its work under this Contract.

5.25 PROJECT RECORDS. All records relating to this Project which are in possession of

Architect or its Architects shall be made available to County for inspection and copying upon County’s written request. Architect shall, at County’s request, make these records available to any state, federal, or other regulatory authorities and any such authority may review, inspect, and copy such records. These records include, but are not limited to, all plans, specifications, submittals, correspondence, minutes, memoranda, tape recordings, videos, or other writings which document the Project, its design, and its construction.

Architect shall maintain and protect these records for 3 years after final completion of the Project, or for any longer period of time as may be required by applicable law or good architectural practice.

5.26 PURCHASE ORDER REQUIREMENT. Services under this Contract are authorized only if County’s Purchase Order is issued in advance of the transaction indicating that there are sufficient funds available to pay. County will not be liable for payment for any Services under this Contract without appropriate purchase order authorization issued by the County.

5.27 REMOTE ACCESS. If Architect needs to connect remotely to County's computer network, then it shall ensure that any computer it uses to connect has up-to-date and properly configured anti-virus software and current operating system service pack and patch level. County may scan Architect’s computers to ensure compliance with county standards. If Architect’s computers present an unacceptable risk to county networks, then access to the network will be denied. Architect access to the network will also be monitored, and any attempt to access unauthorized areas will result in denied remote access. Denial of remote access for cause does not relieve Architect of any responsibilities under the Contract Documents. If Architect must be in Goochland because remote access has been denied for cause, then Architect shall bear that cost and shall not be reimbursed by County.

5.28 SEVERABILITY. If any term, condition, provision, or covenant of this Contract is held invalid, illegal, or unenforceable in any respect, this Contract will remain in effect and will be construed without regard to such term, condition, provision, or covenant.

5.29 SUBCONTRACTORS. Architect may not use subcontractors to perform the services described herein without prior written notice to County and, if so, Architect shall include provisions in its subcontracts requiring the subcontractors to comply with the applicable provisions of this Contract.

5.30 SUCCESSORS AND ASSIGNS. County and Architect bind themselves and any successors and assigns to this Contract. Architect shall not assign, transfer, convey, sublet, or otherwise dispose of its rights, obligations, or interests under this Contract without prior written consent of County.

5.31 TERMINATION FOR CONVENIENCE. County may terminate this Contract in whole or in part when such action is determined by County to be in its best interest. Any such termination will be effected by delivery to Architect of a written notice of termination which provides at least 30 days’ notice of the termination date and which specifies the extent to which performance under this Contract is terminated and the date of termination.

After receipt of a notice of termination, Architect shall stop all work on the date specified in the notice, place no further orders or subcontracts for materials, services, or facilities except as are necessary for the completion of such portion of the work not terminated, immediately transfer all documentation and paperwork for terminated work to County, terminate all vendors and subcontracts, and settle all outstanding liabilities and claims.

Architect shall be entitled to receive compensation for all contract services satisfactorily performed by Architect and allocable to the Contract up through and including the date of termination.

5.32 TERMINATION FOR DEFAULT. County shall have the right to terminate this Contract before the specified termination date if Architect fails, as determined at County’s discretion, to deliver goods or perform services required by this Contract. County shall provide written notice at least ten (10) days before termination takes effect, during which Architect and/or its surety may rectify the cause of the termination to the satisfaction of County. If rectified to the satisfaction of County within said ten (10) days, the County may rescind its notice of termination. If it does not, the termination for default shall become effective at the end of the ten-day (10) notice period. In the alternative, the County may postpone the effective date of the termination notice, at its sole discretion, if it should receive reassurances from the Architect and/or its surety that the causes of termination will be remedied in a time and manner that the County finds acceptable.

If at any time more than ten (10) days after the notice of termination, the County determines that Architect and/or its surety has not or is not likely to rectify the causes of termination in an acceptable manner or within the time allowed, then the County may immediately terminate the contract for default by giving written notice to the Architect and its surety. This decision shall be final and not subject to an appeal to any court of law or equity. In no event shall termination for default terminate the obligations of the Architect’s surety on its payment and performance bonds. The County may procure goods or services in accordance with this Contract from other sources and hold Architect and/or its surety responsible for any resulting additional purchase and administrative costs. Termination of the contract under this section is without prejudice to any other right or remedy of the County.

5.33 TIME OF THE ESSENCE. Architect shall perform work in a timely manner. Architect shall assign the Work to such qualified personnel in sufficient numbers to complete the Work assigned according to the performance schedule set in the Contract Documents or any related Purchase Order.

5.34 TRANSACTING BUSINESS IN VIRGINIA. Architect must be authorized to transact business in Virginia as a domestic or foreign business entity if so required by the Virginia Code. Architect shall not allow its existence to lapse or its certificate of authority or registration to transact business in Virginia to be revoked or canceled at any time during this Contract. County may void this Contract if Architect fails to remain in compliance with the provisions of this section.

5.35 WORKPLACE PROVISIONS. During performance of the Contract, Architect shall abide by the following workplace provisions. If Architect engages any subcontractor or vendor to provide services hereunder, then Architect shall include these provisions in every subcontract or purchase order over $10,000:

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

Architect. Architect shall post in conspicuous places, available to employees and applicants of employment, notices setting forth the provisions of this nondiscrimination clause. Also, Architect, in all solicitations or advertisements for employees placed by or on behalf of Architect, will state that it is an equal opportunity employer.

B. Architect shall: (i) provide a drug-free workplace for Architect’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 Architect’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; and (iii) state in all solicitations or advertisements for employees placed by or on behalf of Architect that Architect maintains a drug-free workplace. For the purposes of this paragraph, “drug-free workplace” means a site for the performance of work done in connection with the Contract awarded to Architect in accordance with this procurement transaction, where Architect’s employees are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession, or use of any controlled substance or marijuana during the performance of the Contract.

C. Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation will be deemed sufficient for the purpose of meeting the requirements of these sections.

GOOCHLAND COUNTY, VIRGINIA THE CONTRACTOR.

By: By:

Name: Name:

Title: Title: _________________ Date: Date:

Approved as to legal form:

Goochland County Attorney’s Office

General procurement forms\Contract for Architectural and engineering services greater than 80k Revised: 5/1/2023