Attachment R_ Term Contract.docx

Procurement Division

Attachment R:

TERM CONTRACT FOR PROFESSIONAL SERVICES

CONTRACT NO. 26067

This Stafford County Term Contract for Professional Services (“Term Contract”) is entered into this ______ day of ________, 2026, by and between the Board of Supervisors of Stafford County, Virginia, or its authorized agents, and the A/E identified below for professional services identified herein, on the following terms and conditions. This Term Contract is prepared in accordance with Chapter 20 of the Stafford County Code.

1. DEFINITIONS.

As used in this Term Contract, the term “County” shall mean the Board of Supervisors of Stafford County, Virginia, its officers and employees. As used in this Standard Contract, the term “A/E” shall mean:

A/E Firm Name Contact Address City, State Zip Code

2. CONTRACT DOCUMENTS.

The Contract Documents consist of this Term Contract, together with exhibits and amendments issued or applicable thereto (collectively, “Contract Documents” or “Contract”). The following exhibit(s) shall be part of the Contract Documents:

EXHIBIT A: RFP #26067 with its Exhibits A through X and MON Comment by Crim, Martin R.: Perhaps these exhibits should be numbered instead of lettered, to avoid confusion with the lettered exhibits of the RFP.

EXHIBIT B: A/E’s Response to RFP # 26067 with all attachments EXHIBIT C: Stafford County Architectural and Engineering General Terms and Conditions EXHIBIT D: A/E Fee Proposal Worksheets The Contract is not valid unless executed by a duly-authorized agent of the A/E and the County. By executing the Contract, the signatories represent that they have authority to do so, but a County representative can only create a contract binding on the County if they have actual authority to do so.

3. PROVISION OF PROFESSIONAL SERVICES.

The A/E shall provide transportation engineering, transportation construction management and inspection, and transportation and analysis on an “on-call” basis (“A/E Services”) as described in Exhibits A and B, and in accordance with provisions below. Development of plans and specifications for projects should be in conformance with the requirements of the Stafford County Department of Capital Construction and the Contract Documents. No aspect of the A/E Services shall be deemed complete until it is accepted by the using County department (“Department”).

4. CONTRACT TERM. The period of the Contract (“Contract Term”) shall be for one year from the date the Contract is executed by the County. The Contract may be renewed by the County for three additional one-year terms. All renewals are subject to the execution of a Stafford County Contract amendment and negotiation of rates.

5. FEES.

When the Department requests a project proposal, the A/E shall submit a cost proposal in accordance with this Contract. All hourly rates and fees shall be as set forth in Exhibit D.

6. PURCHASE ORDERS.

County purchases are authorized only if a County purchase order is issued in advance of each project task ordered. The A/E shall not perform any work, or any portion thereof, that has not been authorized by a written purchase order (or change order) executed by the Procurement Office. The County will not be liable for payment for any purchases made by its employees without appropriate purchase authorization issued by the Director of Procurement or designee (“Contracts Officer”). If the A/E provides A/E Services without a signed County purchase order, it does so at its own risk and expense.

7. PURCHASE ORDER RESTRICTION AND MAXIMUM FEE LIMITATION.*

No individual project exceeding $200,000 shall be valid unless approved by the Stafford County Board of Supervisors. The sum of all projects during any Contract term shall not exceed the sums set forth in Virginia Code § 2.2-4303.1, as amended.

8. CHANGE ORDERS.

Change orders, authorized by the Contracts Officer, may be issued to add to, delete, or otherwise modify the scope of A/E Services as provided herein. No modification can be made which will increase the original purchase order price by more than twenty-five percent (25%) or $50,000, whichever is greater, unless said change order is approved by the Board of Supervisors.

9. RENEGOTIATION OF FEES.

The County reserves the right, at any time during the Contract Term, to renegotiate a reduction in the A/E’s fees. The County may initiate such negotiations whenever the County determines that it is in the County’s best fiscal interests to do so. The County may terminate the Contract, or any task order issued hereunder, immediately and without penalty if the County is unable to renegotiate the compensation with the A/E to an amount which the County determines to be appropriate.

10. NON-APPROPRIATION OF FUNDS.*

The obligations of the County to pay compensation due to the A/E pursuant to the Contract or any other payment obligations under any contract awarded pursuant to this Contract are subject to appropriations by the Stafford County Board of Supervisors to satisfy payment of such obligations. The County’s obligations to make payments during subsequent fiscal years are dependent upon the same action. If such appropriation is not made for any fiscal year, the Contract shall terminate effective at the end of the fiscal year for which funds were appropriated and the County will not be obligated to make any payments under the Contract beyond the amount appropriated for payment obligations under the Contract. The County will provide A/E with written notice of non-appropriation of funds 30 days after action is completed by the Board of Supervisors, but failure to give such notice shall be of no effect and the County shall not be obligated under the Contract beyond the date of non-appropriation.

11. PAYMENT TO SUBCONTRACTORS.*

11.1 In accordance with Virginia Code § 2.2- 4354, as amended, the A/E is obligated to take one of the two following actions within seven days after receipt of amounts paid to the A/E by the 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 the County and the subcontractor, in writing, of the A/E’s intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment.

11.2 The A/E is obligated to pay interest to the subcontractor on all amounts owed by the A/E to the subcontractor that remain unpaid after seven days following receipt by the A/E of payment from the County for work performed by the subcontractor under the Contract, except for amounts withheld as allowed in subparagraph (b), above. Unless otherwise provided under the terms of the Contract, interest shall accrue at the rate of one percent per month.

11.3 The A/E shall include in each of its subcontracts, if any are permitted, 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. The A/E’s obligation to pay an interest charge to a subcontractor pursuant to this paragraph may not be construed to be an obligation of the County. A Contract modification may not be made for the purpose of providing reimbursement for such interest charge. A cost reimbursement claim may not include any amount for reimbursement for such interest charge.

11.4 All A/Es, if a proprietorships, partnerships, and/or corporations, shall provide the County with its federal employer identification number, or if an individual A/E, their social security number.

12. EXAMINATION OF RECORDS.

12.1 The A/E agrees that the County, or any duly authorized representative, shall, until the expiration of five (5) years after final payment hereunder, have access to and the right to examine and copy pertinent books, documents, papers, and records of the A/E involving transactions related to the Contract.

12.2 The A/E further agrees to include in any subcontract for more than $10,000 entered into as a result of the Contract, a provision to the effect that the subcontractor agrees that the County or any duly authorized representative shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and copy pertinent books, documents, papers and records of such subcontractor involved in transactions related to such subcontract, or the Contract. The term subcontract as used herein shall exclude subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.

12.3 The period of access provided in subparagraphs 12.1 and 12.2 for records, books, documents and papers which may relate to any arbitration, litigation, or the settlement of claims arising out of the performance of the Contract or any subcontract shall continue until any appeals, arbitration, litigation, or claims shall have been finally disposed of.

13. CONFIDENTIALITY.

13.1 The A/E acknowledges and understands that its employees and subcontractors may have access to proprietary, business information, or other confidential information belonging to the County. Therefore, except as required by law, the A/E will require that its employees and subcontractors will not:

a. Access or attempt to access data that is unrelated to their job duties or authorizations as related to this Contract;

b. Access or attempt to access information beyond their stated authorization; and

c. Disclose to any other person, or allow any other person access to, any information related to the County or any of its facilities or any other user of this Contract that is proprietary or confidential. Disclosure of information includes, but is not limited to, verbal discussions, facsimile transmissions, electronic mail messages, voice mail communication, written documentation, “loaning” computer access codes and/or another transmission or sharing of data.

13.2 The A/E understands that the County, or others may suffer irreparable harm by disclosure of proprietary or confidential information and that the County may seek legal remedies available to it should such disclosure occur, including termination of the Contract. Further, the A/E understands that information and data obtained during the performance of this Contract shall be considered confidential, during and following the term of this Contract, and will not be divulged without the Contracts Officer’s written consent and then only in strict accordance with prevailing laws. The A/E shall hold all information provided by the County as proprietary and confidential, and shall make no unauthorized reproduction or distribution of such material.

13.3 If any invention, work of authorship, or confidential information is developed exclusively by an employee, consultant, or third-party A/E or subcontractor of the County during the performance of Services by the Contract, the A/E shall have no ownership claim to such invention, work of authorship, or confidential information.

13.4 County Confidentiality. In addition, the County understands that certain information provided by the A/E in accordance with Virginia Code § 2.2-4342 (F) during the performance of the Contract may also contain confidential or proprietary information. All such information will be maintained in accordance with the Virginia Freedom of Information Act, Virginia Code § 2.2-3700, et seq.

14. COMPLIANCE WITH LAWS.

The A/E shall comply with all applicable federal and state laws, and with all County ordinances and requirements.

15. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH.*

An A/E organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia, or as otherwise required by law. Any business entity described above that enters into a contract with Stafford County shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required by Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the Contract. Stafford County may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this paragraph.

16. FAIR EMPLOYMENT CONTRACTING ACT; DISCRIMINATION PROHIBITED.*

16.1 In accordance with Virginia Code § 2.2-4311, as amended, during the performance of the Contract, the A/E agrees as follows:

a. The A/E will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the A/E. The A/E agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

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

c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this paragraph.

16.2 The A/E will include the provisions of the foregoing paragraphs 16.1 a, b, and c in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

17. EMPLOYMENT OF UNAUTHORIZED ALIENS PROHIBITED.*

In accordance with Virginia Code § 2.2-4311.1, as amended, the A/E acknowledges that it does not, and shall not during the performance of this Contract, knowingly employ an unauthorized alien as that term is defined in the federal Immigration Reform and Control Act of 1986.

18. DRUG-FREE WORKPLACE.*

18.1 In accordance with Virginia Code § 2.2-4312, as amended, during the performance of this Contract, A/E agrees to:

a. Provide a drug-free workplace for the A/E's employees;

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

c. State in all solicitations or advertisements for employees placed by or on behalf of the A/E that the A/E maintains a drug-free workplace; and

d. 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.

18.2 For the purposes of this section, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to the A/E, 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 this Contract.

19. FORCED AND INDENTURED CHILD LABOR PROHIBITION.*

19.1 In accordance with Virginia Code § 2.2-4311.4, as amended, A/E agrees to:

19.2 For the purposes of this section, “forced or indentured child labor” means all work or service (i) exacted from any person younger than 18 years of age under the menace of any penalty for the nonperformance of such work or service and for which such person does not offer himself voluntarily or (ii) performed by any person younger than 18 years of age pursuant to a contract the enforcement of which can be accomplished by process or penalties.

20. NONDISCRIMINATION CLAUSE.*

In accordance with Virginia Code § 2.2-4343.1, as amended, the County does not discriminate against faith-based organizations. The County does not discriminate against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law.

21. ACCESSIBILITY.

A. Compliance Requirement. All information and communications technology (ICT) purchased or upgraded pursuant to this Contract for use by the County shall comply with all technical and other standards for digital accessibility applicable to local governments under Title II of the Americans with Disabilities Act (“ADA”) and with any technical or other standards required by Virginia law, including but not limited to the Information Technology Access Act, §§ 2.2-3500 through § 2.2-3505 of the Code of Virginia.

B. Certification or Documentation. For ICT delivered under this Contract that will be used by the County or made available to the public, Supplier must certify that the ICT conforms with “accessibility,” as that term is defined in Virginia Code § 2.2-3501. If the supplier cannot certify full conformance of accessibility, the Supplier must provide:

1) a Supplier-paid and completed Accessibility Conformance Report (as that term is defined in Virginia Code § 2.2-3501) indicating the level of conformance with accessibility for the ICT being procured; and

2) a Supplier-paid and completed Vendor Accessibility Roadmap (as that term is defined in Virginia Code § 2.2-3501) documenting any areas of nonconformance and including a timeline for each nonconforming area's completion.

C. No Waiver of Supplier Obligations. Consistent with 28 C.F.R. §35.201 and 36 C.F.R. Part 1194, Appendix A, § E202, the County may, in its sole discretion, procure non-accessible ICT, if such procurement does not result in individuals with disabilities being denied the benefit of any program, service, or activity. This discretion does not waive Supplier’s obligations to comply with accessibility requirements and provide required certifications or documentation at no additional cost to the County.

D. Enforcement and Remedies. Failure to meet these standards shall constitute breach of contract, entitling the County to any and all remedies available in law and equity, and as provided in this contract, including but not limited to, the right of the County to obtain alternate performance of the obligations in this contract by another vendor at Supplier’s expense.

22. NO SMOKING.

Smoking in all County buildings is prohibited. The County may designate a smoking area outside County facilities. A/E shall only use those designated smoking areas. Certain County and SCPS facilities, both inside and outside, may be entirely smoke free. A/E shall inquire if a facility is entirely smoke free.

23. BACKGROUND CHECKS

23.1 Background checks of A/E employees and/or subcontractors may be conducted at the discretion of the County after the A/E identifies those persons who will be working under the Contract. When this occurs, the A/E shall not send any workers to the job site whose information has not been provided for the County’s background check. The background checks will be paid for by the County. If it is determined, in the County’s sole judgment, that an individual is not suitable due to the results of a background check, the County has right of refusal for that individual. If the A/E needs to have materials delivered to the job site, deliveries from outside vendors must be approved in advance by the Department.

24. INDEMNIFICATION.

24.1 General Indemnification. A/E must indemnify, keep and save harmless the County, its agents, officials, employees, and volunteers against claims that may accrue or arise against the County as a result of the granting a contract, if the claim was caused by the negligence, error, or omission of the A/E, its employees, its subcontractor, or its subcontractor’s employees in performance of the Contract. As used in this paragraph, a claim includes: injuries, death, damage to property, breach of data security, suits, liabilities, judgments, or costs and expenses. Upon request by the County, the A/E must at its own expense appear and pay all attorney’s fees and all costs and other expenses related to the claim. If, related to a claim, any judgment is rendered against the County or a settlement reached that requires the County to pay money, the A/E must at its own expense satisfy and discharge the same. A/E expressly understands and agrees that any performance bond or insurance protection required by this Contract, or otherwise provided by the A/E, does not limit the A/E’s responsibility to indemnify, keep and save harmless the County as provided in this Contract.

24.2 Intellectual Property Indemnification. In addition to the General Indemnification, A/E will indemnify the County against third-party claims for infringement of any valid United States patent, trademark or copyright by the A/E’s products, software, services, or deliverables. A/E must indemnify the County for any loss, damage, expense or liability, including costs and reasonable attorney’s fees that may result by reason of any such claim. In the event of a claim covered by this subparagraph, and in addition to all other obligations of A/E in this paragraph, A/E must at its expense and within a reasonable time: (i) obtain a right for the County to continue using such products and software, or allow A/E to continue performing the A/E Services; (ii) modify such products, software, services or deliverables to make them non-infringing; or (iii) replace such products or software with a non-infringing equivalent. If, in the A/E’s reasonable opinion, none of the foregoing options is feasible A/E must immediately notify the County and accept the return of the products, software, services, or deliverables, along with any other components rendered unusable as a result of the infringement or claimed infringement, and refund to the County the price paid to A/E for such components as well as any pre-paid fees for the allegedly infringing services, including license, subscription fees, or both. Nothing in this paragraph, however, relieves the A/E of liability to the County for damages sustained by the County by virtue of any breach of contract related to a third-party infringement claim.

24.3 Right to Participate in Defense. If the A/E chooses to defend the County against a claim, the County may, at its sole expense, participate in the defense or resolution of a claim. A/E will have primary control of the defense and resolution of the claim, except when such defense or resolution requires the County to (i) admit liability or wrongdoing; or (ii) to pay money. In either of these cases A/E must obtain the County’s prior written consent before entering into such settlement or resolution.

24.4 No Indemnification by the County. The parties agree that under applicable law the County cannot indemnify, release, defend or hold the A/E, its employees, its subcontractor, or its subcontractor’s employees harmless. To the extent any promise or term contained in this Contract, including any exhibits, attachments, or other documents incorporated by reference therein, includes an indemnification, release, or obligation to defend by the County, that promise or term is stricken from this Contract and of no effect.

25. FORCE MAJEURE.

25.1 A party is not liable for failure to perform the party's obligations if such failure is as a result of acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, strikes at national level or industrial disputes at a national level, or strike or industrial disputes by labor not employed by the affected party, its subcontractors or its suppliers and which affect an essential portion of the Contract, but excluding any industrial dispute which is specific to the performance of the Contract, interruption or failure of electricity or telephone service.

25.2 If a party asserts force majeure as an excuse for failure to perform the party's obligation, that party must immediately notify the other party in writing giving full particulars of the event of force majeure and the reasons for the event of force majeure preventing that party from, or delaying that party in performing its obligations under this Contract and that party must use its reasonable efforts to mitigate the effect of the event of force majeure upon its or their performance of the Contract and to fulfill its or their obligations under the Contract.

25.3 An event of force majeure does not relieve a party from liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of that event.

25.4 A/E has no entitlement and County has no liability for: (1) any costs, losses, expenses, damages or the payment of any part of the Contract price during an event of force majeure; and (2) any delay costs in any way incurred by the A/E due to an event of force majeure.

26. TERMINATION FOR CONVENIENCE

26.1 The parties agree that the County may terminate the Contract, the A/E Services or any portion thereof, required hereunder, from time to time either in whole or in part, whenever the County Administrator of Stafford County shall determine that such termination is in the best interest of the County. Termination, in whole or in part, shall be effected by delivery of a Notice of Termination signed by the County Administrator or his designee, mailed or delivered to the A/E, and specifically setting forth the effective date of termination.

26.2 Upon receipt of such Notice, the A/E shall:

a. cease any further provision of A/E Services due under the Contract, on the date, and to the extent, which may be specified in the Notice;

b. place no further orders with any subcontractors except as may be necessary to perform that portion of the Contract not subject to the Notice;

c. terminate all subcontracts except those made with respect to contract performance not subject to the Notice;

d. settle all outstanding liabilities and claims which may arise out of such termination, with the ratification of the Contracts Officer; and

e. use its best efforts to mitigate any damages which may be sustained by him as a consequence of termination under this clause.

26.3 After complying with the provisions of subparagraph 26.2, above, the A/E shall submit a termination claim, in no event later than six (6) months after the effective date of termination, unless one or more extensions of three (3) months each are granted by the Contracts Officer.

26.4 The Contracts Officer shall pay from the Department’s budget reasonable costs of termination, including a reasonable amount for profit on A/E Services completed. In no event shall this amount be greater than the original Contract price, reduced by any payments made prior to Notice of Termination, and further reduced by the price of the A/E Services not provided. The Contract shall be amended accordingly, and the A/E shall be paid the agreed amount, but no amount shall be allowed for anticipated profit on unperformed A/E Services.

26.5 In the event that the parties cannot agree on the amount to be paid to the A/E by reason of termination under this clause, the Contracts Officer shall pay to the A/E the amounts determined as follows, without duplicating any amounts which may have already been paid under the preceding paragraph of this clause:

a. with respect to all Contract performance prior to the effective date of Notice of Termination, the total of:

(i) the cost of A/E Services performed;

(ii) the cost of settling and paying any reasonable claims as provided in subparagraph 26.2 (d), above; and

(iii) a sum as profit on 26.5(a)(i) determined by the Contracts Officer to be fair and reasonable.

b. the total sum to be paid under subparagraph 25.5 above shall not exceed the Contract price, as reduced by the amount of payments otherwise made, and as further reduced by the Contract price or A/E Services not terminated. In addition, no amount shall be allowed for anticipated profit on unperformed services.

26.6 In the event that the A/E is not satisfied with any payments which the Contracts Officer shall determine to be due under this clause, the A/E may dispute any claim in accordance with Paragraph 28 of this Contract concerning Disputes.

26.7 When termination for the convenience of the County is a provision of the Contract, the A/E shall include similar provisions in any subcontract, and shall specifically include a requirement that subcontractors make all reasonable efforts to mitigate damages which may be suffered. Failure to include such provisions shall bar the A/E from any recovery from the County whatsoever for loss or damage sustained by a subcontractor as a consequence of termination for convenience.

27. TERMINATION FOR DEFAULT.

If, through any cause, the A/E fails to fulfill in a timely and proper manner its obligations under the Contract, or if the A/E violates any of the covenants, agreements, or stipulations of the Contract, the County shall have the right to terminate the Contract upon five (5) business days’ notice. Any such termination shall be effected by mailing or delivery to the A/E of a Notice of Termination specifying the extent to which performance shall be terminated and the date upon which termination becomes effective. In such event all finished or unfinished documents, data, studies, surveys, drawings, maps, models, and reports prepared by the A/E under the Contract shall, at the option of the County, become the County’s property and the A/E shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents. Termination of the Contract for Cause does not relieve the A/E of liability to the County for damages sustained by the County by virtue of any breach of contract by the A/E until such time as the exact amount of damages due to the County from the A/E is determined.

28. DISPUTES.*

28.1 Any dispute concerning a question of fact as a result of the Contract shall be decided by the County Administrator, or designee, who shall render his/her decision in writing and mail or otherwise forward a copy to the A/E within 90 days of the receipt of the claim. The decision of the County Administrator, or designee, shall be final and conclusive unless the A/E appeals the decision as provided in the Code of Virginia (1950, as amended). The A/E may not institute a legal action, prior to receipt of the County Administrator’s, or his/her designee, decision on the claim, unless the County Administrator, or designee, fails to render such a decision within the time specified.

28.2 The A/E’s contractual claims, whether for money or other relief, shall be submitted in writing to the County Administrator, or designee, no later than 60 days after the final payment; however, written notice of the A/E’s intention to file such a claim shall have been given at the time of the occurrence or beginning of the work upon which claim is based. Nothing herein shall preclude the A/E from submission of an invoice for final payment within a certain amount of time after completion and acceptance of A/E Services. Pendency of claims shall not delay payment of amounts agreed due in the invoice for final payment.

29. ASSIGNABILITY OF CONTRACT.

It is mutually understood and agreed that the A/E shall not assign, transfer, convey, sublet or otherwise dispose of its contractual duties to any other person, firm or corporation, without the previous written consent of the Contracts Officer. If the A/E desires to assign its right to payment of the Contract, A/E shall notify the Contracts Officer immediately, in writing, of such assignment of right to payment. In no case shall such assignment of the Contract relieve the A/E from its obligations or change the terms of the Contract.

30. SEVERABILITY.

In the event that any provision shall be adjudged or decreed to be invalid, by a court of competent jurisdiction, such ruling shall not invalidate the entire Contract but shall pertain only to the provision in question and the remaining provisions shall continue to be valid, binding and in full force and effect.

31. NON-WAIVER.

No waiver of any provision of the Contract shall constitute a waiver of any other provision nor shall any waiver of this Contract constitute a continuing waiver unless otherwise expressly provided.

32. GOVERNING LAW, VENUE, JURISDICTION.*

The Contract and its terms, including but not limited to, the parties’ obligations, the performance due, and the remedies available to each party, are governed, construed, and interpreted in accordance with the laws of the Commonwealth of Virginia. Any jurisdiction’s choice of law, conflicts of laws, rules, or provisions that would cause the application of any laws other than those of the Commonwealth of Virginia do not apply. Any and all disputes, claims, and causes of action arising out of or in any way connected with the Contract or its performance must be brought in the applicable court of Stafford County, or in the United States District Court for the Eastern District of Virginia, Alexandria Division. No term in this Contract, or any attachment or exhibit thereto, shall limit either party’s rights or waive its remedies at law or in equity, including the right to a trial by jury.

33. ENTIRE AGREEMENT.

The Contract Documents set forth the entire agreement between the County and the A/E. The County and the A/E agree that no representative or agent of either of them has made any representation or promise with respect to the parties’ agreement which is not contained in the Contract Documents. In the event of a conflict, the following order of precedence shall apply: this Term Contract, and Exhibits A, C, B, D, and E, in that order. Neither this Term Contract nor any of the other Contract Documents may be amended unless in writing, signed by the parties hereto, and approved as to form by the County Attorney.

34. NOTICES.

Contract administration of the Contract will be performed by the Contracts Officer. Any questions pertaining to the Contract shall be directed to the Stafford County Procurement Office. Unless otherwise provided herein, all notices and other communications required by the Contract shall be deemed to have been given when made in writing and either (a) delivered in person, (b) delivered by an agent, such as an overnight or similar delivery service, or (c) deposited in the United States mail, postage prepaid, certified or registered, addressed as follows:

Contact information for the A/E:

Attn:

Phone:

E-Mail:

Contact information for the County:

Notice is deemed to have been received: (i) on the date of delivery if delivered in person; or (ii) on the first business day after the date of delivery if sent by same day or overnight courier service.

35. SURVIVAL OF TERMS.

Upon discharge of this Contract, terms and conditions related to Insurance, Warranty, Indemnification, Disputes, Notice, and Governing Law, Venue, and Jurisdiction shall continue and survive in full force and effect.

36. COUNTERPARTS.

This Contract may be executed in one or more counterparts and all of such counterparts shall together constitute one and the same instrument. Original signatures transmitted and received via facsimile or other electronic transmission, (e.g., PDF or similar format) are true and valid signatures for all purposes hereunder and shall be effective as delivery of a manually executed original counterpart.

A/E

BOARD OF SUPERVISORS STAFFORD COUNTY, VIRGINIA

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