Attachment C - Contract.pdf

SPOTSYLVANIA COUNTY CONTRACT AGREEMENT

FOR GOODS AND SERVICES

Contract #26-23-TO

THIS AGREEMENT (“AGREEMENT”) is made this day of by and between the BOARD OF SUPERVISORS OF SPOTSYLVANIA COUNTY, a political subdivision of the Commonwealth of Virginia, ("COUNTY"); and, ___________________________________ (“CONTRACTOR”), in good standing and duly licensed to do business in the Commonwealth of Virginia.

W I T N E S S:

WHEREAS, the COUNTY desires to obtain goods and services for GIS and GIS-Centric

Platform Support Services for Spotsylvania County; and

WHEREAS, CONTRACTOR desires to provide those same those goods and services.

NOW, THEREFORE, IN CONSIDERATION of the mutual promises stated in this

AGREEMENT, the COUNTY and CONTRACTOR agree as follows:

ARTICLE 1

CONTRACT DOCUMENTS:

1.1. The documents listed in Section 1.2 of this Article shall constitute the Contract

Documents (“CONTRACT DOCUMENTS”). These CONTRACT DOCUMENTS shall represent the entire agreement and understanding between the parties. Any oral or written understanding not incorporated in these CONTRACT DOCUMENTS is not binding on either party. These CONTRACT

DOCUMENTS shall be amended only by written instrument signed by both parties. The CONTRACT

DOCUMENTS are presented in descending order of priority with the first document listed being of the highest priority and governing over subsequently listed documents, in case of ambiguity. In the case of conflict between the CONTRACT DOCUMENTS, or provisions therein, the most exacting performance standard shall be undertaken.

1.2. The CONTRACT DOCUMENTS consist of:

1. Spotsylvania County Contract AGREEMENT for Goods and Services, Contract No.

26-23-TO between COUNTY and CONTRACTOR; and

2. Request for Proposal (RFP) 26-23-TO, GIS and GIS-Centric Platform Support

Services, dated June 24, 2026, in its entirety; and

3. _____________ proposal dated _____________, YEAR submitted in response to

RFP No. 26-23-TO, in its entirety; and

4. Exhibit A, ___________________________________________.

1.3. It is the intent of the CONTRACT DOCUMENTS to describe a functionally complete and whole understanding of the services to be performed in strict accordance with the CONTRACT

DOCUMENTS. Any labor, services, documentation, materials, or equipment that may reasonably be inferred from the CONTRACT DOCUMENTS or from prevailing custom or trade usage as being required to produce the intended result shall be provided by the CONTRACTOR without increase in the contract price or contract timelines whether or not specifically called for.

ARTICLE 2

THE WORK AND AGREEMENT TERM LIMITS:

2.1. CONTRACTOR shall provide all materials, services, necessary tools, equipment, fuel, insurance, personnel and supervision to provide a variety of Geographic Information System (GIS)

Support Services and GIS-Centric software platform support as set forth in the CONTRACT

DOCUMENTS.

2.2. This AGREEMENT shall have a term of five (5) years from the date of execution and may be extended by the COUNTY for three (3) additional one-year terms at the option of Spotsylvania

County at the prices, terms, and conditions set forth in this AGREEMENT. Each additional year referred to individually as a “RENEWAL PERIOD”. Said RENEWAL PERIOD shall occur automatically unless written notice is given by the COUNTY no later than ten (10) days before the expiration of the current period. Said notice shall be given pursuant to the procedure set forth in Article 7, Section 7.1, to the parties named therein.

ARTICLE 3

DATES OF COMMENCEMENT:

3.1. The date of commencement shall be concurrent with the execution of this

AGREEMENT.

3.2. Time is of the essence in this AGREEMENT. CONTRACTOR expressly acknowledges that in the performance of its obligations the COUNTY is relying on timely performance and will schedule operations and incur obligations to third parties in reliance upon timely performance by

CONTRACTOR and may sustain substantial losses by reason of untimely performance.

3.3. The CONTRACTOR’s services shall be performed as expeditiously as possible and consistent with professional skill and care of GIS and GIS-Centric Platform Support Services provider.

3.4. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, industry wide material shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, pandemic flu, acts of God, war, governmental action, or labor conditions. In the case of an industry wide material shortage the CONTRACTOR shall provide to the COUNTY within 24 hours of

CONTRACTOR’s determination that there exists an industry wide material shortage, the following: 1) a written description of the specific material alleged to be in short supply; 2) a written list of all manufacturers, wholesalers, contractors and/or retailers from which CONTRACTOR has attempted to obtain, and/or contracted to obtain, said material; 3) a written description detailing all actions taken by

CONTRACTOR to obtain said materials; 4) a written statement, signed by an authorized representative of

CONTRACTOR, that CONTRACTOR has used due diligence to secure said materials in the most expeditious manner; and, 5) a written time frame in which CONTRACTOR anticipates that it will obtain said materials. The COUNTY, or its authorized representative, must concur that there is an industry-wide shortage of the specific material so identified by CONTRACTOR.

ARTICLE 4

CONTRACT PRICE AND TERMS OF PAYMENT:

4.1. The COUNTY shall pay for services out of appropriated funds and the COUNTY’s performance under this AGREEMENT is expressly subject to appropriation of funds by the Board of

Supervisors.

4.2. The COUNTY agrees to pay fees at the rates contained in the AGREEMENT and as follows:

INSERT PRICING

4.3. Payments shall occur as follows:

1. No deposit nor advance sums shall be paid;

2. Payments are due net thirty (30) days after receipt by COUNTY of an accurate and properly submitted invoice to the COUNTY for materials and services as described in Article 2; if a corrected invoice is requested, then the thirty (30) days starts over at receipt of corrected invoice;

3. All payments will be delivered through the US Postal Service. No request for special handling of checks will be honored.

4. In no event shall any interest penalty or late fee accrue against COUNTY for any delayed payment under this provision or any other provision.

4.4. Pursuant to Section 2.2-4354 of the Code of Virginia (1950, as amended), the

CONTRACTOR covenants and agrees to:

1. Within seven (7) days after receipt of any amounts paid to the CONTRACTOR under this AGREEMENT, (i) pay any subcontractor for its proportionate share of the total payment received from the COUNTY attributable to the work under this

AGREEMENT performed by such subcontractor, or (ii) notify the COUNTY and the subcontractor, in writing, of its intention to withhold all or part of the subcontractor’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 CONTRACTOR under the

AGREEMENT;

3. Pay interest, which shall accrue at the rate of one percent per month unless otherwise provided under the terms of this AGREEMENT, on all amounts owed by the

CONTRACTOR to any subcontractor that remain unpaid after seven (7) days following receipt by the CONTRACTOR of payment from the COUNTY for work performed by the subcontractor under this AGREEMENT, except for amounts withheld as allowed in Section 4.4., subdivision 1 above; and

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

5. CONTRACTOR’S obligation to pay any interest charge to a subcontractor pursuant to this AGREEMENT shall not be construed to be an obligation of the COUNTY.

6. No modifications to this AGREEMENT shall be allowed for the purpose of providing reimbursement for such interest charges.

7. No cost reimbursement claim shall include any amount for reimbursement for such interest charges.

ARTICLE 5

RIGHTS AND RESPONSIBILITIES OF CONTRACTOR:

5.1. CONTRACTOR 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 CONTRACTOR and/or its subcontractors or employees, or anyone else for whom CONTRACTOR is or may be responsible. This section shall survive the termination of this AGREEMENT.

5.2. CONTRACTOR agrees to obtain a business license from the Spotsylvania County

Commissioner of Revenue if required by the Code of Virginia (1950, as amended) and/or Spotsylvania

County Code and to present such license for inspection by the COUNTY if requested. CONTRACTOR also agrees to maintain as current all required business licenses and permits required by the

Commonwealth of Virginia and to present such licenses and permits as may be requested or required by the COUNTY.

5.3. CONTRACTOR shall maintain the following insurance coverage, naming COUNTY as additional insured, during the course of this AGREEMENT, and provide the COUNTY with certificates of insurance for said coverage upon execution of this AGREEMENT All policies of insurance shall be written by insurance companies licensed to conduct the business of insurance in Virginia and shall carry the provision that the insurance will not be cancelled or materially modified by CONTRACTOR without thirty (30) days prior written notice to the COUNTY:

1. General Liability – in an 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. Coverage should be provided on a per project/per location basis.

2. Automobile Liability Policy – in an amount not less than $1,000,000 combined single limit bodily injury and property damage. This coverage shall include liability for use of hired and non-owned vehicles; and

3. Workers’ Compensation – in compliance with all states in which CONTRACTOR does business, including Coverage B Employer’s Liability in not less than the following amounts:

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

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

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

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.

5.4. During the performance of this AGREEMENT, CONTRACTOR agrees that:

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

CONTRACTOR;

2. It will post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and

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

4. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient to meet this requirement; and

CONTRACTOR agrees it will include the provisions of the foregoing paragraph in every subcontract or purchase order of over $10,000.00, so that the provisions will be binding upon each subcontractor or vendor.

5.5. During the performance of this AGREEMENT, the CONTRACTOR agrees to:

1. Provide a drug-free workplace for the CONTRACTOR’s employees and comply with the Federal Drug Free Workplace Act;

2. Post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the CONTRACTOR’S workplace and specifying the actions that will be taken against employees for violations of such prohibition;

3. State in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR that the CONTRACTOR maintains a drug-free workplace;

4. 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.

5. 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

CONTRACTOR, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

5.6. CONTRACTOR acknowledges that the Spotsylvania County Procurement Policy is applicable to this AGREEMENT.

5.7. Except as noted in the AGREEMENT, this AGREEMENT, nor any part hereof, may be assigned or subcontracted by CONTRACTOR to any other party without the express written permission of the COUNTY.

5.8. The CONTRACTOR providing goods or services to the COUNTY under this

AGREEMENT represents and warrants to the COUNTY that it is:

1. Conforming to 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.

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 services procured; and

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

6. Authorized to transact business in the Commonwealth of Virginia. Pursuant to

Section 2.2-4311.2 of the Code of Virginia.

5.9. In the event of a termination under section 6.1 of this AGREEMENT, CONTRACTOR acknowledges and agrees that it shall not be entitled to any compensation in excess of the value of the work performed. Under no circumstances shall CONTRACTOR, or any subcontractor, be entitled to anticipatory or unearned profits, unabsorbed overhead, opportunity costs or consequential or other damages as a result of a termination under this section. Payment to CONTRACTOR of any and all sums already earned by CONTRACTOR under the terms of Article 4 constitutes CONTRACTOR’s exclusive remedy for a termination hereunder.

5.10. CONTRACTOR agrees that it shall keep confidential all photographs, digital imagery, reports, information, or data given to CONTRACTOR by the COUNTY as well as any photographs, digital imagery, reports, studies, analysis, data tables, or calculations prepared by the CONTRACTOR under this AGREEMENT. No release of any such data by the CONTRACTOR shall be made to any individual or organization without the prior written approval of the COUNTY, which approval the

COUNTY shall be under no obligation to grant. CONTRACTOR further agrees that it shall fully obtain all rights and releases to photographs, digital imagery, reports, information, or data utilized in

CONTRACTOR’s final report and/or digital photo library before submission of the report and library to the COUNTY.

5.11. The CONTRACTOR shall not employ any employee who is a registered sex offender and shall enforce the same restriction upon all subcontractors and agents of CONTRACTOR. Prior to starting work and quarterly during performance of the work, the CONTRACTOR shall check the Virginia

State Police Sex Offender Registry to verify sex offender status of all employees and agents of

CONTRACTOR and sub-contractors who are employed by the CONTRACTOR or subcontractor. The

CONTRACTOR shall furnish the COUNTY with evidence verifying compliance with the services.

Notwithstanding any other provision of this AGREEMENT, materially false statements by the

CONTRACTOR about the sex offender status of its employees or agents shall be grounds for immediate termination of this AGREEMENT.

5.12. Audit: The COUNTY shall have the right to audit all books and records (in whatever form they may be kept, whether written, electronic or other) relating or pertaining to this AGREEMENT

(including any and all documents and other materials, in whatever form they may be kept, which support or underlie those books and records), kept by or under the control of CONTRACTOR, including, but not limited to those kept by CONTRACTOR, it’s employees, agents, assigns, successors and subcontractors.

CONTRACTOR shall maintain such books and records, together with such supporting or underlying documents and materials, for the duration of this Contract and for at least three (3) years following the completion of this AGREEMENT, including any and all renewals thereof. The books and records, together with the supporting or underlying documents and materials shall be made available, upon request, to the COUNTY’S employees, agents, representatives, Contractors or other designees, during normal business hours at CONTRACTOR'S office or place of business in Spotsylvania, Virginia. In the event that no such location is available, then the books and records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location in

Spotsylvania, County chosen by the COUNTY.

5.13. Security Certification: CONTRACTOR will at all times use the industry standards and best efforts to protect all information related to this AGREEMENT. In the event of a data or other security breach, CONTRACTOR will make every effort to stop the breach and recover all lost information, at its sole cost. In the event of a data or other security breach, CONTRACTOR will immediately notify COUNTY of the nature and scope of the breach and will keep COUNTY notified of all security and recovery efforts to cure the breach. In addition, CONTRACTOR agrees to require all other persons and entities who have access to information under this AGREEMENT, including any subcontractors, to follow these security procedures.

5.14. Anti-Disparagement: CONTRACTOR agrees that at no time shall it disparage or detract from COUNTY, even in the event that a dispute may arise from this AGREEMENT. Violation of this provision shall be considered a material breach and the terms of this provision shall survive the termination of this AGREEMENT, indefinitely.

ARTICLE 6

RIGHTS AND RESPONSIBILITIES OF COUNTY:

6.1. The COUNTY may cancel this AGREEMENT and project for any reason upon ten (10) days’ written notice in compliance with the notice procedure set forth in Article 7, Section 7.1 to the parties named therein. Anything contained in the AGREEMENT to the contrary notwithstanding, a termination under this section shall not waive any right or claim to damages which COUNTY may have with respect to work performed or failed to be performed when it should have been by the

CONTRACTOR. In either case, the COUNTY may pursue any cause of action which it may have by law or under this AGREEMENT on account of such damages claimed by the COUNTY.

6.2. In case of default by the CONTRACTOR for failure to deliver or perform in accordance with this AGREEMENT, resulting in the COUNTY procuring the products or services from other sources, the defaulting CONTRACTOR shall be responsible for any additional purchase and administrative costs, including, but not limited to, fees and charges of engineers, architects, attorneys, other professionals and all court or other dispute resolution costs. If the completion of the contract work results in increased costs to the COUNTY, a letter will be sent to the defaulted CONTRACTOR requiring payment for additional costs (“REPAYMENT”). When REPAYMENT is requested, the

CONTRACTOR will be removed from future bidding until the REPAYMENT has occurred, and the

COUNTY reserves the right to debar CONTRACTOR from doing further business with the COUNTY.

Failure of a CONTRACTOR’s source to deliver is not considered to be an unavoidable cause upon which the CONTRACTOR may rely as to a delay in the work to be done under the terms of the AGREEMENT, and the burden of proof rests with the CONTRACTOR to prove that any default was not related to

CONTRACTOR’s, or any subcontractor’s or vendor’s, acts or failure to act.

6.3. Pursuant to Section 2.2-4343.1 of the Code of Virginia of 1950, in all invitations to bid, requests for proposals, contracts, and purchase orders, the COUNTY does not discriminate against faith-based organizations.

6.4. “Faith-based Organization” means a religious organization that is or applies to be a contractor 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.

6.5. If CONTRACTOR is a faith-based organization, then CONTRACTOR 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 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.

ARTICLE 7

MISCELLANEOUS:

7.1. The following persons shall be contact persons for the parties, and notice given them, by certified return receipt requested mail to the addresses shown, shall constitute valid notice under the requirements of this AGREEMENT:

1. For COUNTY:

Edward Petrovitch Spotsylvania County Administrator P.O. Box 99 Spotsylvania, VA 22553

With a copy to:

Spotsylvania County Attorney P.O. Box 308 Spotsylvania, VA 22553

2. For CONTRACTOR:

The parties may amend such addresses by written notice to the opposite party at the given address.

7.2. The parties agree that this AGREEMENT is governed by and shall be interpreted in accordance with the laws of the Commonwealth of Virginia. In the event of litigation concerning this matter, all suits shall be maintained in the appropriate court of competent jurisdiction in the County of

Spotsylvania, or, if applicable, in the United States District Court for the Eastern District of Virginia, Richmond Division.

7.3. In the event that any provision of this AGREEMENT is unenforceable, then the parties agree that all other provisions of this AGREEMENT have full force and effect and shall not be affected thereby.

7.4. The CONTRACTOR certifies that:

1. The bid or offer (1) was made without prior participation, understanding, agreement, or connection with any corporation, firm or person submitting a bid/offer for the same materials, supplies, equipment, or services with respect to the allocation of the business afforded by or resulting from the acceptance of the bid or proposal, (2) was in all respects fair and without collusion or fraud, and (3) was or was intended to be competitive and free from any collusion with any person, firm or corporation;

2. The CONTRACTOR did not offer or receive any kickback from any other bidder, contractor, 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;

3. The CONTRACTOR is not a party to nor has it participated in nor is it 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 conditions upon which the contract resulting from the acceptance of its bid proposal is to be performed;

4. The CONTRACTOR 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 these provisions;

and

5. The CONTRACTOR or subcontractor has not and will not 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.

7.5. CONTRACTOR warrants to COUNTY that:

1. The work performed pursuant to this AGREEMENT shall conform to all professional principles generally accepted as standards of the industry in the

Commonwealth;

2. The CONTRACTOR’S work performed shall be free of defects;

3. Any new materials and equipment furnished under this AGREEMENT shall be of good quality and in working condition; and

4. The CONTRACTOR’s work performed shall meet all the requirements set forth in this AGREEMENT.

7.6. Copyright. CONTRACTOR acknowledges that COUNTY will be the sole and exclusive owner of all goods and services produced under this AGREEMENT, including but not limited to tangible items, information, works, derivative works, results, strategies, taxonomies, writing, drawings, plans, images, intellectual property and data compilations of any form whatsoever (“WORKS”); and such shall be the exclusive and sole property of COUNTY and shall not be otherwise reproduced, disclosed or used by CONTRACTOR, elsewhere, for any reason. All such WORKS accepted and paid for by COUNTY are and shall remain the exclusive property of COUNTY and CONTRACTOR shall neither have nor will make claim of ownership of any such. CONTRACTOR agrees that it has no right, title and/or interest in such WORKS and will not give, sell, rent, license or otherwise distribute or share such WORKS with any party other than COUNTY, without COUNTY’S express, written consent.

This AGREEMENT constitutes a current assignment of any such ownership rights that

CONTRACTOR may have in law or otherwise: CONTRACTOR hereby irrevocably grants and assigns to

COUNTY all rights, title, and interest in and to the WORKS, and all property therein, including all copyrights as well as all renewals and extensions of copyright throughout the world, now or hereafter provided. COUNTY’S rights will thus include, but not be limited to, the Use Ownership, and exclusive right to publish, adapt, license, copy, transmit, republish, distribute, and sell the WORKS in whole or in part in any channels and by any method or means currently available or developed in the future. The copyright shall be in the name of COUNTY or its designee.

7.7. Any failure of the COUNTY to demand rigid adherence to one or more of the terms and provisions as set forth in this AGREEMENT, on one or more occasions, shall not be construed as a waiver nor deprive the COUNTY of the right to insist upon strict compliance with the terms of this

AGREEMENT. Any waiver of a term of this AGREEMENT, in whole or in part, must be in writing and signed by the party granting the waiver to be effective.

7.8. The bankruptcy, takeover, merger, outright purchase of a majority of the voting capital stock by another organization, or other change in ownership or status of CONTRACTOR, or any assignment for the benefit of creditors shall fully obligate the newly formed organization, corporation or legal entity to fulfill all terms and conditions of this AGREEMENT, and to perform or supply items in accordance with the specifications or descriptions contained herein. Should such newly formed organization, corporation or legal entity fail to fulfill all the terms and conditions of this AGREEMENT or fail to perform or supply items in accordance with the specifications or descriptions contained herein to the satisfaction of the COUNTY, the COUNTY shall have the right unilaterally to terminate this

AGREEMENT and/or to pursue any remedy for damages and otherwise which is available at law and in equity. The COUNTY reserves the right to enforce any subcontract directly against the subcontractor, CONTRACTOR or any newly formed organization, corporation or legal entity. Failure of any subcontractor to perform shall not relieve CONTRACTOR of its obligation to fulfill the terms and conditions of this AGREEMENT as set forth herein.

7.9. Proprietary Information/Non-Disclosure. Contractor is advised that the Virginia Public

Procurement Act (Section 2.2-4342, Code of Virginia, 1950 as amended) shall govern public inspection of all documents submitted by Contractor. Contractor may invoke the protections of §2.2-4342 of the

Code of Virginia to protect trade secrets, proprietary information, and information or documents pertaining to security equipment and systems provided that the CONTRACTOR:

1. Invoke the protections of this Section prior to, or upon submission of, the data or other materials.

2. Provide a statement that identifies the data or other materials to be protected and that states the reasons why protection is necessary.

3. Submit proprietary or security information under separate cover in a sealed envelope clearly marked “PROPRIETARY”.

4. An all-inclusive statement that the entire proposal is proprietary is unacceptable. A statement that CONTRACTOR’S costs and/or proposal pricing are to be protected is unacceptable. Contractor will be requested to remove any such statement(s) in order to be eligible for further consideration.

5. COUNTY reserves the right to submit such information to the COUNTY Attorney for concurrence of the CONTRACTOR’S claim that it is in fact proprietary.

Information submitted that does not meet the above requirements will be considered public information in accordance with the Virginia Freedom of Information Act.

7.10. CONTRACTOR and COUNTY agree that the provisions of this AGREEMENT are binding upon the parties, their employees, agents, heirs, successors and assigns.

7.11. Non-exclusivity. The COUNTY reserves the right to procure goods and services covered under this AGREEMENT from a third party when, in the COUNTY’S sole discretion, it is deemed to be in the COUNTY’S best interest.

7.12. No Construction Against Drafting Party. Each party to this AGREEMENT expressly recognizes that this AGREEMENT results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this AGREEMENT. Given this fact, no legal or other presumptions against the party drafting this AGREEMENT concerning its construction, interpretation or otherwise accrue to the benefit of any party to the AGREEMENT, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this AGREEMENT.

7.13. Attorney Fees. CONTRACTOR agrees that in the event of litigation arising from this

AGREEMENT any judgement awarded to the COUNTY against CONTRACTOR shall include all litigation expenses, including actual attorney’s fees, appellate attorney’s fees, and court costs.

CONTRACTOR further agrees that the COUNTY shall not be responsible for CONTRACTOR’S litigation expenses, regardless of the outcome.

7.14. Environmental Consideration. Any costs or expenses associated with environmentally related violations of the law, the creation or maintenance of a nuisance, or releases of hazardous substances, including, but not limited to, the costs of any cleanup activities, removals, remediations, responses, damages, fines, administrative or civil penalties, or charges imposed on the CONTRACTOR, whether because of actions or suits by any governmental or regulatory agency or by any private party, as a result of the storage, accumulation, or release of any hazardous substances, or any noncompliance with or failure to meet any federal, State or local standards, requirements, laws, statutes, regulations or the law of nuisance by CONTRACTOR (or by its agents, officers, employees, Subcontractors, consultants, sub consultants, or any other persons, Corporations or legal entities employed, utilized, or retained by

CONTRACTOR) in the performance of this AGREEMENT or related activities, shall be paid by

CONTRACTOR. This Section shall survive the termination, cancellation or expiration of this

AGREEMENT.

7.15. Contractual claims and disputes shall be conducted and resolved pursuant to Section 4-7 of the current Spotsylvania County Procurement Policy.

7.16. Article and Paragraph headings are inserted for convenience only and are not a part of this AGREEMENT.

WITNESS the following signatures and seals in agreement with the above terms for Contract No. 26-23-

TO, GIS and GIS-Centric Platform Support Services:

BOARD OF SUPERVISORS OF

SPOTSYLVANIA COUNTY, VIRGINIA

By:

EDWARD PETROVITCH Dated

COUNTY ADMINISTRATOR

By:

NAME Dated

TITLE

Approved as to form:

COUNTY ATTORNEY Dated