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Title: Audit Services

Issue Date: August 12th, 2026

Issuing Agency: County of Warren, Virginia

220 N. Commerce Avenue, Suite 700

Department of Finance & Purchasing

Front Royal, VA 22630

Interested firms are asked to submit one (1) original and five (5) copies of sealed proposals to

Issuing Agency in Finance Department at 220 N. Commerce Ave Suite 700 Front Royal VA, 22630 clearly marked “Audit Services” OR through the eVA portal. Proposals will be received until no later than 2:00 P.M., EDT, September 23rd, 2026 (for in office submittals time will be determined by the analog clock in the Finance Department). Any proposal received after the specified date and time will not be considered and will be returned unopened. No responsibility will be attached to any County personnel for the premature opening of a proposal not properly addressed and identified on the outside of a sealed envelope.

Direct All Inquiries for Information in Writing: Kimberly Henry, khenry@warrencountyva.gov no later than 5 days prior to proposal due date. No questions will be answered by phone.

This procurement is governed by the Virginia Public Procurement Act (VPPA) and all terms and conditions are made a part of this solicitations and resulting public contract.

This public body does not discriminate against faith-based organizations in accordance with the

Code of Virginia, § 2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, sexual orientation, gender identity, political affiliation, or veteran status or any other basis prohibited by state law relating to discrimination in employment.

I. PURPOSE AND GENERAL INFORMATION:

The County of Warren requests qualified independent certified public accountants to submit proposals to enter into a term contract to perform financial and compliance audits for the County for the fiscal years ending June 30th, 2027 through June 30th, 2030.

Location Where Work Will Be Performed: Warren County, Virginia.

REQUEST FOR PROPOSALS

County of Warren, Virginia

Finance & Purchasing Department

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II. STATEMENT OF NEED:

1. Financial Statements

The auditor shall audit all funds and account groups of the Local Government in accordance with generally accepted auditing standards; the standards for financial audits contained in Government auditing standards issues by Comptroller General of the United States; the provisions of the OMB

Circular A-128 Audits of State and Local Governments; and the specification for Audits of Other

Counties, Cities, and Towns. The audit shall result in the rendering of the auditor’s opinion on the financial statements prepared by the County. The auditor’s opinion shall be unqualified unless the auditor furnishes the County, on a timely basis, the reasons for qualifying the opinion, disclaiming an opinion, or rendering an adverse opinion.

2. Supplemental Schedules and Statistical Schedules

The auditor shall apply procedures and report on the supplementary scheduled included in the

Annual Comprehensive Financial Report (ACFR), including the statements of the Treasurer’s accountability, the legal debt margin, the analysis of funding progress for pension plans, and the schedule of federal assistance. The auditor is not required to apply procedures and report on the statistical tables included in the ACFR.

3. Internal Controls

In accordance with the audit of the financial statements, the auditor shall consider, test and report on internal controls, in accordance with generally accepted auditing standards (GAAS), Government auditing standards, OMB Circular A-128, audits of State and Local Governments, and the specification for audits of Counties, Cities, and Towns. In addition to the work required by these standards, the auditor shall test internal controls of Warren County Schools and Social Services of

Warren County. It is understood that in performing these tests of control, the auditor shall visit the following areas during the course of the audit:

• Warren County School Board Office

• Warren County Department of Social Services

4. Compliance Auditing

In connection with the audit of the financial statements, the auditor shall perform tests and report on compliance in accordance with Government Auditing standards, OMB Circular A-128, audits of

States and Local Governments, and the specifications for audits of Counties, Cities, and Towns.

5. School Cafeteria Fund

The audit of the School Cafeteria Fund shall be included in the audit of the Local Government’s financial statements.

6. Comparative Report Transmittal Forms

The auditor of Public Accounts requires all local governments to complete Comparative Report

Transmittal Forms in accordance with the Uniform Financial Reporting Manual. The auditor shall prepare the required forms, perform the agreed-upon procedures specified in the Uniform Financial

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Reporting Manual, and submit the forms to the Auditor of Public Accounts by November 30th following the end of the fiscal year.

7. Meetings

The selected auditor shall schedule conferences between the auditor and representatives of the governing body of the local government before the preliminary work and at the end of the field work. The purpose of these meetings is to keep the governing body informed on the scope and progress of the audit.

8. Required Reports

Based on the audit work performed, the auditor shall include the following reports in the ACFR unless otherwise indicated:

a. An opinion on the fair presentation of the governmental activities, each major fund, and the remaining fund information of Warren County and Warren County Public Schools, a discreetly presented component in conformity with generally accepted accounting principles.

b. A report on the supplementary schedules described in II.2 above. The auditor shall prepare a disclaimer of opinion related to the statistical schedules included in the ACFR.

c. A report on internal control over financial reporting and on compliance and other matters in accordance with Governmental Auditing Standards. The auditor shall communicate all reportable conditions (as defined by the AICPA) found during the audit in the report on internal controls.

Further the auditor shall identify any material weakness in his report. The auditor shall report other weaknesses in internal controls not meeting the definition of reportable condition in the report on internal controls.

d. A report on compliance for each major federal assistance program and on internal control over compliance as required by the Uniform Guidance. The auditor shall communicate all reportable conditions affecting federal assistance programs in the report on internal controls. Further, the auditor shall identify any material weakness in his report. The auditor shall report other weaknesses in internal controls not meeting the definition of a reportable condition in the report on internal controls.

e. A report disclosing the status of prior audit findings and recommendations in accordance with

Government Auditing Standards and the Specifications for Audits of Counties, Cities and Towns.

f. A report on the application of agreed-upon procedures relative to the Comparative Report

Transmittal Form. The report shall be forwarded to the local government for submission with the forms to the Auditor of Public Accounts.

g. The auditor shall make an immediate, written report of all irregularities and illegal acts, or indications of illegal acts of which they become aware to the Honorable Members of the Board of Supervisors, the County of Warren, Virginia.

9. Report Preparation and Presentation

The auditor shall be responsible for the report preparation, editing and printing. The auditor shall furnish 25 copies of the final ACFR to the governing body not later than December 31st following the close of the accounting period.

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The auditor shall present the Annual Comprehensive Financial Report to the local governing body at a public session as required by section 15.2-2511 of the Code of Virginia.

The Local Government may send it’s ACFR to the Government Finance Officers Association of the

United States for revie in its certificate of achievement program.

10. Submission of Reports to APA

The auditor shall submit 3 copies of the ACFR to the Auditor of Public Accounts by December 15th of each year in accordance with section 15.2-2510 of the Code of Virginia.

11. Submission of Reports to Federal and State Agencies

The auditor shall be responsible for submitting copies of the ACFR to appropriate state and federal agencies. The auditor shall complete Census Form F-28 “Survey of County Government Finances” for the year audited and submit it to the Census Bureau on behalf of the Local Government.

12. Submission of Transmittal Forms to APA

The auditor shall submit one copy of the Comparative Report Transmittal Forms, including his report thereon, following the end of the fiscal year.

III. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS:

In order to be considered for selection, Offeror must submit a complete response to this RFP. One (1) original and five (5) copies of each proposal must be submitted if being submitted to the Warren County

Government Center. If submitting through eVA the 5 copies are not required.

A. Proposal Preparation

1. Proposal signed by an authorized representative of the Offeror.

2. All information requested is submitted.

3. Information not submitted may result in:

a. Prompt submission of missing information

b. Lower evaluation of the proposal

c. Rejection of the proposal

4. Completeness and clarity of content.

5. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

6. Proposals should be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP.

7. The Offeror is responsible for all costs of proposal preparation. The County is not liable for any costs incurred in preparing a response to the RFP.

8. Organized in the order in which the requirements are presented in the RFP.

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9. All pages numbered.

10. Paragraphs should be referenced to paragraph number and sub letter in RFP.

11. Table of Contents which cross-references the RFP requirements.

12. Response to “must” and “shall” items.

13. Nonrelated requirements, “Required Signature Pages” placed at the end.

14. Each copy of the proposal including attachments should be bound in a single volume with no loose or unbound material if not submitting through eVA.

15. If proprietary information is included, a written notice must specifically identify the page number and data or materials to be protected and state the reason why protection is necessary. The specific proprietary information must be identified by a distinct method. The classification of an entire proposal document, line-item prices, and/or total proposal prices as proprietary or trade secrets is not acceptable and will result in rejection of the proposal.

16. Outermost envelope shall be marked, “AUDIT SERVICES

17. Submittal of proposal through eVA portal will be accepted.

B. Specific Proposal Preparation Instructions

1. COVER LETTER & SIGNED ADDENDA: Include a cover letter to introduce the Offeror’s company, including a brief history; and include addendum acknowledgements, if any, signed and filled out as required.

2. REQUIRED SIGNATURE FORMS (Attachment A through F)

3. WRITTEN NARRATIVE STATEMENT: The Offeror should include a detailed description of the process of how they will provide each of the services listed in the Statement of Needs.

4. QUALIFICATIONS: Provide a description of the Offeror’s experience, background and qualifications, including the experience, background and qualifications of the staff members who will serve as the point of contact and emergency or after-hours point of contact.

5. PRICING: Provide a binding proposed price for each of the services provided to meet the

County’s Statement of Needs. Include costs for labor with other direct and indirect costs to

Warren County.

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IV. EVALUATION FACTORS & SELECTION PROCESS

Proposals that pass the preliminary screening will be evaluated and scored on the basis of the following factors, numerical value, and weight:

NUMERICAL

VALUE

(1=least, 10= most)

SCORE WEIGHT WEIGHTED

EVALUATION

QUALIFICATIONS AND

EXPERIENCE OF KEY

CONTRACT TEAM MEMBERS

WHO ARE ACTIVELY

INVOLVED THROUGHOUT THE

ENTIRE CONTRACT

1-10 20

RELEVANT EXPERIENCE WITH

SIMILAR PROJECTS

1-10 30

SPECIFIC PLAN AND/OR

METHODOLOGY TO BE USED

TO PERFORM THE SERVICES

1-10 20

REFERENCES FROM OTHER

SIMILAR PROJECTS

1-10 20

OVERALL COMPLETENESS,

CLARITY AND QUALITY OF

PROPOSAL INCLUDING

INCLUSION OF TECHNICAL

REQUIREMENTS.

1-10 10

TOTAL:

SELECTION PROCEDURES

Warren County shall engage in individual discussions with one or more Offerors deemed fully qualified and responsible, and suitable on the basis of initial responses, with emphasis on professional competence, to provide the required services. Such Offerors shall be encouraged to elaborate on their qualifications and to answer questions during a presentation lasting approximately one hour.

Following these discussions, on the basis of the Evaluation Factors listed in this request and all information developed in the selection process to this point, Warren County shall rank those Offerors whose professional qualifications are deemed most meritorious. Negotiations shall then be conducted, beginning with the

Offeror ranked first. If a contract satisfactory and advantageous to the County can be negotiated at a price considered fair and reasonable, the award shall be made to that Offeror. If not, negotiations with the Offeror

Page | 7 ranked first shall be formally terminated and negotiations shall commence with the Offeror ranked second, and so on until a contract can be negotiated at a fair and reasonable price. Should Warren County determine in its sole discretion that only one Offeror is fully qualified, or that one Offeror is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that

Offeror.

V. GENERAL TERMS AND CONDITIONS

PROCUREMENT REQUIREMENTS AND MANDATORY CONTRACT TERMS

I. REQUIREMENTS APPLICABLE TO ALL PROCUREMENTS

MANDATORY USE OF COUNTY FORMS AND TERMS: Failure to utilize the official County forms provided for responding to a procurement solicitation shall be cause for rejecting the submission. Modifications of or additions to any portion of the County’s forms or the terms of the solicitation may also be cause for rejecting the submission. The County reserves the right to decide on a case-by-case basis, in its sole discretion, whether to reject such a submission as nonresponsive.

CLARIFICATION OF TERMS: Questions about the specifications or other solicitation documents should be submitted in writing to the County by the deadline specified in the procurement schedule. Any revisions to the solicitation will be made only by written addendum issued by the County.

QUALIFICATIONS: The County may investigate the ability of the bidder/offeror to perform under the contract being procured and may request information and data for this purpose. The County reserves the right to visit physical facilities prior to award to satisfy questions regarding such capabilities. The County further reserves the right to reject any bid or proposal if it concludes that the bidder/offeror is not properly-qualified to carry out the obligations of the contract.

CONTRACTOR LICENSING: Potential contractors are required to comply with all applicable licensing requirements for contractors as set forth in Virginia Code § 54.1-1100, as amended.

STATE CORPORATION COMMISSION (SCC) IDENTIFICATION NUMBER: A bidder/offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 is required to include in its bid/proposal the identification number issued to it by the State Corporation Commission (SCC). Any bidder/offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or

Title 50 or as otherwise required by law is required to include in its bid/ proposal a statement describing why the bidder/offeror is not required to be so authorized.

BID BONDS:

1. All bids/proposals for non-transportation-related construction contracts in excess of $500,000 and transportation-related construction projects authorized under Code of Virginia, § 33.2-208, et seq., that are in excess of $350,000 and partially or wholly funded by the Commonwealth of Virginia shall be

Page | 8 accompanied by a bid bond from a surety company which is legally authorized to do business in Virginia as a guaranty that if the contract is awarded to such bidder, that bidder will enter into the contract for the work mentioned in the bid. The amount of the bid bond shall not exceed 5% of the amount bid. No forfeiture under a bid bond shall exceed the lesser of the difference between the bid for which the bond was written and the next low bid or the face amount of the bid bond. In lieu of a bid bond, a certified check, cashier’s check, or cash escrow in the face amount requirement for the bond.

2. A bid bond may be required for construction contracts and other contracts which fall outside the scope of this section. Please refer to the County’s procurement solicitation for any additional bonding requirements, which are incorporated herein by reference.

TRANSPORTATION AND PACKAGING: By submitting a bid/proposal, each bidder/offeror certifies and warrants that the price offered for FOB destination includes only the actual freight rate costs at the lowest and best rate and is based upon the actual weight of the goods to be shipped. Except as otherwise specified herein, standard commercial packaging, packing and shipping containers shall be used. All shipping containers shall be legibly marked or labeled on the outside with purchase order number, commodity description, and quantity.

TESTING AND INSPECTION: The County reserves the right to conduct any test or inspection it deems advisable to assure goods and services conform to the specifications.

USE OF BRAND NAMES: Unless otherwise provided in the solicitation, the name of a certain brand, make or manufacturer does not restrict bidders/offerors to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired. Any article which the County, in its sole discretion, determines to be the equivalent of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The bidder/offeror is responsible for clearly and specifically identifying the product being offered and providing sufficient descriptive literature, catalog cuts and technical detail to enable the County to determine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified. Failure to furnish adequate data for evaluation purposes may result in a finding of nonresponsiveness.

ETHICS IN PUBLIC CONTRACTING: By submitting a bid/proposal, each bidder/offeror certifies that their bid/proposal is made without collusion or fraud and that they have no offered or received kickbacks or inducements from another bidder, offeror, supplier, manufacturer or subcontractor in connection with their bid/proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or great value was exchanged.

NONDISCRIMINATION BY COUNTY: A bidder, offeror, or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment.

DEBARMENT STATUS: By submitting a bid or proposal, the bidder or offeror certifies that they are not currently debarred by the Commonwealth of Virginia or the County from participating in this procurement and that they are not an agent of any person or entity that is currently debarred by the Commonwealth of Virginia or the County.

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PRICE CURRENCY: All prices shall be stated in US dollars.

INFORMALITIES: The County reserves the right to waive informalities. "Informality" means a minor defect or variation from the exact requirements of an Invitation to Bid or Request for Proposal that does not affect the price, quality, quantity, or delivery schedule for the goods, services, or construction being procured.

CANCELLATION: The County may cancel or reject an Invitation to Bid, Request for Proposal, other solicitation, and any bids and proposals submitted in response thereto.

INSPECTION OF SOLICITATION DOCUMENTS AND JOB SITE: The signature of the bidder/offeror on their bid/proposal certifies that they have inspected all documents associated with this procurement solicitation and the job site and are fully aware of the conditions under which the project or work must be accomplished. The County will not consider any claims arising from the failure to inspect the solicitation documents or job site.

eVA ORDERS AND CONTRACTS: This solicitation may result in one or multiple purchase orders with the applicable eVA transaction fee assessed for each order. Potential contractors desiring to provide goods or services to the County shall participate in the eVA Internet e-procurement solution. If this solicitation is for a term contract, the failure by a potential contractor to provide an electronic catalog (price list) or index page catalog for items being procured may result in rejection of the bid by the County.

ANNOUNCEMENT OF AWARD: The County will post notice of the award or announcing the decision to award a contract as a result of this solicitation in eVA (www.eva.virginia.gov).

IDENTIFICATION OF BID/PROPOSAL ENVELOPE: If a special envelope is not furnished, or if return in the special envelope is not possible, the signed bid/proposal should be returned in a separate envelope or package, sealed, and identified as follows:

From:

Name of Bidder/Offeror

Due Date Time

Street or Box Number

IFB No./RFP No.

City, State, Zip Code

IFB/RFP Title

Licensed Class A Virginia Contractor No. Specialty

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Licensed Class B Virginia Contractor No. Specialty

Licensed Class C Virginia Contractor No.

Specialty

Virginia SCC Entity ID:

DSBSD-Certified Micro Business or Small Business No.

Name of Contract/Purchase Officer or Buyer

II. ADDITIONAL PROVISIONS APPLICABLE TO FOR INVITATIONS TO BID

BID ACCEPTANCE PERIOD: Any bid submitted in response to an Invitation to Bid shall be valid for a period of 30 days following the opening of bids. At the end of the 30 day-period, the bid may be withdrawn at the written request of the bidder. Otherwise, the bid remains in effect until an award is made or the solicitation is canceled.

BID EVALUATION AND AWARD PROCEDURE: Net pricing is used to evaluate bids unless provided otherwise in the Invitation to Bid. The contract is typically awarded to the lowest responsive and responsible bidder. The County reserves the right to award multiple contracts in response to an Invitation to Bid.

TIE BIDS: In the case of a tie bid, preference is given to goods, services and construction produced in the County or provided by persons, firms or corporations whose principal place of business is in the County, if such a choice is available.

Otherwise, the tie is decided by lot unless the provisions of the Code of Virginia, § 2.2-4324, apply.

NEGOTIATION WITH THE LOWEST BIDDER: When the low bid exceeds budgeted funds, the County may negotiate with the low bidder to attempt to obtain a contract price within the budged funds available. Negotiations may include modification of the bid amount, scope of work, and/or specifications.

III. ADDITIONAL PROVISONS APPLICABLE TO REQUESTS FOR PROPOSALS

PROPOSAL EVALUATION AND AWARD PROCEDURE:

1. For professional services, the County evaluates the proposals based solely on professional competence. Interviews are scheduled with at least the two offerors ranked highest. In these interviews, the parties can discuss professional qualifications, the project under consideration, the project cost, and offerors can be asked to provide a nonbinding estimate of the cost of their services. After the interviews, the County ranks the proposals and enters into contract negotiations with the highest-ranking offeror. If a contract can be negotiated with that offeror at a fair and reasonable price, then the contract is awarded. Otherwise, negotiations are terminated with the first offeror, and the County moves on to the next-ranked offeror until a contract can be awarded.

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2. For goods, construction, and nonprofessional services, the County ranks proposals by price and any other specifications set forth in the Request for Proposals. Interviews are conducted with at least the two offerors ranked highest. Binding prices are obtained during the interviews. After the interviews are complete, the contract is awarded to the offeror submitting with the best proposal.

3. If the County determines in writing that one offeror is clearly more qualified than all others, the interviews mentioned above may be dispensed with and the County may commence contract negotiations with the offeror so designated.

IV. MANDATORY CONTRACT TERMS

AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: Contractor shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if required under

Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. The County may void this contract if Contractor fails to remain in compliance with the provisions of this section.

ANTI-DISCRIMINATION: For any contract greater than $10,000, Contractor agrees to the following:

1. Contractor 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 Contractor. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

2. Contractor, in all solicitations or advertisements for employees placed by it or on its behalf, will state that Contractor is an equal opportunity employer.

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

4. Contractor shall include the provisions of the foregoing paragraphs of this section in every subcontract or purchase order of over $10,000 so that the provisions will be binding upon each subcontractor or vendor.

COMPLIANCE WITH FEDERAL IMMIGRATION REFORM AND CONTROL ACT: Contractor certifies that it does not and shall not during the performance of this contract knowingly employ an unauthorized alien as defined in the Federal Immigration Reform and Control Act of 1986, as amended.

DRUG-FREE WORKPLACE: For any contract greater than $10,000, Contractor agrees, during performance of the contract, to (i) provide a drug-free workplace for Contractor'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 Contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on

Page | 12 behalf of Contractor that Contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a 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.

PAYMENTS TO CONTRACTOR:

1. The County will issue payment to Contractor after satisfactory performance of the contract, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. The County reserves the right to withhold any and all payments or portions thereof for Contractor’s failure to perform in accordance with the provisions of the contract or any modifications thereto.

2. Contractor must list all goods and services ordered, delivered, and accepted on all invoices. Invoices shall be sent directly to the payment address shown on the purchase order/contract. All invoices shall show the contract number, purchase order number; social security number (for individual contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations).

3. Contractor must select between purchasing card (VISA) or ACH (electronic deposit) as the form of payment by the County. Acceptance of payment by purchasing card usually requires that Contractor have credit card processing capability. The County encourages Contractor to check with its financial institutions to ascertain precisely what is necessary to comply with the purchasing card requirement. The County will not pay additional fees, convenience fees and/or surcharges in excess of the purchase order or contract amount. The County will make all payments by purchasing card when Contractor has indicated, either directly or indirectly, that credit card is an acceptable method of payment.

4. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days. The date of postmark shall be deemed the date of payment when payment is made by mail.

5. All goods or services provided under this contract or purchase order shall be billed by Contractor at the contract price regardless of which County department is billed.

CONTRACTOR’S PAYMENTS TO SUBCONTRACTORS:

1. Contractor shall take one of the two following actions within seven days after the receipt of amounts paid by the

County for work performed by any subcontractor under the 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 its intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment.

2. Contractor shall pay interest to the subcontractor on all amounts owed that remain unpaid after seven days following its receipt of payment from the County for work performed by the subcontractor under

Page | 13 the contract, except for amounts withheld as allowed by Paragraph (1)(b) above. Interest shall accrue at the rate of one percent per month.

3. Contractor 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.

4. Contractor’s obligation to pay an interest charge to a subcontractor pursuant to the payment clause in this section shall not be construed to be an obligation of the County. A contract modification shall not be made for the purpose of providing reimbursement for such interest charge and a cost reimbursement claim shall not include any amount for reimbursement for such interest charge.

5. If this contract is for construction, Contractor shall pay the entire amount of an invoice issued by a subcontractor within 60 days of the receipt following satisfactory completion of the work covered by the invoice even if Contractor has not received payment from the County for that work. Contractor shall not be liable for amounts reducible due to the subcontractor’s noncompliance with the terms of the contract.

However, in the event that Contractor withholds all or a part of the amount invoiced by the subcontractor, Contractor shall notify the subcontractor within 50 days of the receipt of such invoice, in writing, of his intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment, specifically identifying the contractual noncompliance, the dollar amount being withheld, and the lowertier subcontractor responsible for the contractual noncompliance. Payment by the party contracting with the contractor shall not be a condition precedent to payment to any lower-tier subcontractor, regardless of that contractor's receiving payment for amounts owed to that contractor.

PEFORMANCE AND PAYMENT BOND REQUIREMENTS:

1. For contracts involving nontransportation-related public construction contract exceeding $500,000 to any prime contractor; or transportation-related project authorized pursuant to Code of Virginia, § 33.2-

208, et seq., exceeding $350,000 that is partially or wholly funded by the Commonwealth of Virginia, Contractor is required to furnish the following:

a. A performance bond, in a form acceptable to the County, in the sum of the contract amount conditioned upon the faithful performance of the contract in strict conformity with the plans, specifications and conditions of the contract.

b. A payment bond, in a form acceptable to the County, in the sum of the contract amount. Such bond shall be for the protection of claimants who have and fulfill contracts to supply labor or materials to the prime contractor to whom the contract was awarded, or to any subcontractors, in the prosecution of the work provided for in such contract and shall be conditioned upon the prompt payment for all such material furnished or labor supplied or performed in the prosecution of the work.

2. Bonds shall be executed by one or more surety companies selected by Contractor which are legally authorized to do business in Virginia.

3. Bonds shall be made payable to the County and filed at the County’s offices.

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4. Contractor may require each subcontractor to furnish a payment bond with surety thereon in the sum of the full amount of the subcontract conditioned upon payment to all persons performing labor and furnishing materials in the prosecution of the work provided for in the subcontract.

5. In lieu of a payment or performance bond, Contractor may furnish a certified check, cashier’s check, or cash escrow in the face amount requirement for the bond.

6. Performance and payment bonds may be required for construction contracts and other contracts which fall outside the scope of this section. Please refer to the County’s procurement solicitation for any additional bonding requirements, which are incorporated herein by reference.

INSURANCE: Contractor certifies that it and any subcontractors will maintain these insurance coverages during the contract term and that all coverage will be provided by companies authorized to sell insurance in Virginia:

1. Workers’ Compensation - Statutory requirements and benefits.

2. Employer’s Liability - $100,000.

2. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate. Commercial General

Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The County of Warren, Virginia shall be added as an additional insured to the policy by an endorsement.

3. Automobile Liability - $1,000,000 combined single limit. (Required only if a motor vehicle not owned by the

County is to be used in the contract. Contractor must assure that the required coverage is maintained by Contractor

(or thirdparty owner of such motor vehicle.)

Profession/Service Limits

Accounting $1,000,000 per occurrence, $3,000,000 aggregate

Architecture $2,000,000 per occurrence, $6,000,000 aggregate

Asbestos Design, $1,000,000 per occurrence, $3,000,000 aggregate

Inspection or Abatement Contractors, Health Care Practitioner (to include

Dentists, Licensed Dental Hygienists, Optometrists, Registered or Licensed

Practical Nurses, Pharmacists, Physicians, Podiatrists, Chiropractors, Physical Therapists, Physical Therapist

Assistants, Clinical Psychologists, Page | 15

Clinical Social Workers, Professional

Counselors, Hospitals, or Health

Maintenance Organizations.)

Code of Virginia § 8.01-581.15

Insurance/Risk Management $1,000,000 per occurrence, $3,000,000 aggregate

Landscape/Architecture $1,000,000 per occurrence, $1,000,000 aggregate

Legal $1,000,000 per occurrence, $5,000,000 aggregate

Professional Engineer $2,000,000 per occurrence, $6,000,000 aggregate

Surveying $1,000,000 per occurrence, $1,000,000 aggregate

ASSIGNMENT OF CONTRACT: Contractor may not assign this contract in whole or in part without the written consent of the County.

CHANGES TO THE CONTRACT: Changes to the contract may only be made as follows:

1. The terms, conditions, or scope of the contract may be modified by a written addendum executed by the

County and Contractor. Any additional goods or services to be provided shall be of a sort that is ancillary to the contract goods or services, or within the same broad product or service categories as were included in the contract. Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of the contract addendum.

2. The County may order changes within the scope of the contract at any time by written notice to

Contractor including, but not limited to, changes to the services to be performed, the method of packing or shipment, and the place of delivery or installation. If the County issues a change order that requires an adjustment to compensation, Contractor shall be compensated for any additional costs incurred as the result of the order and the County shall be credited for any savings. Contractor must assert any claim for an adjustment in price by written notice to the County within 30 days from the date of receipt of the change order. Any adjustment to compensation shall be determined as follows: (a) By written agreement of the parties;

(b) If the work can be expressed in units, by agreeing upon a unit price or using a unit price set forth in the contract, and Contractor accounts for the number of additional units of work performed, subject to reasonable verification by the County; or

(c) By Contractor proceeding with the work and keeping a record of all costs incurred and savings realized, including adjustment for overhead and profit if provided by the contract. Upon completion of the work, Contractor shall present the County with all vouchers and records of expenses incurred and savings realized. The County shall have the right to audit Contractor’s records to verify costs and savings.

TAXES: Sales to the County are normally exempt from Virginia sales tax. Virginia sales and use tax certificates of exemption, Form ST-12, will be issued upon request. If sales or deliveries under the contract are not tax-exempt, Contractor shall be responsible for the payment of such taxes unless the tax law specifically imposes the tax upon the buying entity and prohibits Contractor from offering a tax-included price.

EXAMINATION AND RETENTION OF CONTRACTOR’S RECORDS: The County or any of its duly authorized representatives shall have access to and the right to examine Contractor’s directly pertinent books, Page | 16 documents, papers, or other records involving transactions related to this contract for five years after final payment.

AVAILABILITY OF FUNDS: The parties expressly acknowledge and agree that the County’s obligations under this contract are expressly contingent upon appropriation by the County’s Board of Supervisors.

TERMINATION FOR CONVENIENCE: The County may terminate this contract for convenience at any time, in whole or in part, upon giving Contractor 60 days’ notice of such termination. Upon such termination, Contractor shall immediately cease work and remove all of its labor forces and materials. Contractor shall also take such steps as the County may require to assign to the County Contractor’s interest in all subcontracts and purchase orders designated by the County. After all such steps have been taken to the County’s satisfaction, Contractor shall receive the following as payment in full:

1. All amounts otherwise due under the terms of this contract at the time of termination.

2. Amounts due for work performed between the date of the most recent invoice and the date of termination.

3. Reasonable compensation for the actual cost of demobilization incurred by Contractor as a direct result of such termination. Contractor shall not be entitled to any compensation for lost profits or for any other type of contractual compensation or other damage.

TERMINATION FOR CAUSE:

1. The County may terminate the contract for cause on the following grounds:

a. Contractor is adjudged bankrupt, makes a general assignment for the benefit of creditors, or a receiver is appointed on account of insolvency.

b. Contractor persistently or repeatedly refuses or fails to provide the goods and services required under the contract.

c. Contractor fails to make prompt payment to subcontractors or vendors.

d. Contractor violates laws, ordinances, or the written instructions of the County, or otherwise be guilty of a substantial violation of any provision of the contract.

2. Prior to termination of the contract, the County shall give Contractor 10 calendar days’ written notice to all an opportunity to cure the default. If cured to the County’s satisfaction within 10 days, the County may rescind the notice of termination. Otherwise, the termination for cause shall become effective at the end of the 10-day notice period. In the alternative, the County may postpone the effective date of the termination notice, at its sole discretion, upon receipt of reassurances from Contractor that the default will be cured in a time and manner which the County finds acceptable. If at any time more than 10 days after the notice of termination, the County determines that contractor has not or is not likely to cure the default in an acceptable manner or within the time allowed, then the County may immediately terminate the contract for cause by giving written notice to Contractor.

3. Notices of termination, whether initial or given after a period of postponement, may be served upon Contractor by mail or any other means to the address provided in their proposal. Failure to accept or pick up registered or certified mail addressed to the last known address shall be deemed to be delivery.

4. Upon termination of the contract, the County may take possession of the premises and of all materials, tools, and appliances thereon and finish the work by whatever method it deems expedient. In such case, Contractor shall not be entitled to receive any further payment. If the expense of finishing the work, including compensation for

Page | 17 additional managerial and administrative services exceeds the unpaid balance of the contract price, Contractor shall pay the difference to the County, together with any other expenses of terminating the contract and having it completed by others.

5. Termination of the contract under this section is without prejudice to any other right or remedy of the County, including the right to procure services from other sources and hold Contractor responsible for any resulting additional purchase and administrative costs.

HOLD HARMLESS AND INDEMNIFICATION: Contractor shall defend, indemnify and hold the County, and County’s employees, agents, and volunteers, harmless, from and against any and all damage claim, liability, cost, or expense (including, without limitation, reasonable attorney’s fees and court costs) of every kind and nature (including, without limitation, those arising from any injury or damage to any person, property or business) incurred by or claimed against Contractor, its employees, agents, and volunteers, or incurred by or claimed against the County, County’s employees, agents, and volunteers, arising out of, or in connection with, the performance of all services hereunder by Contractor. This indemnification and hold harmless includes, but is not limited to, any financial or other loss, any adverse regulatory, agency or administrative sanctions or civil penalties incurred by the County due to the negligent, fraudulent, or criminal acts of Contractor or any of

Contractor’s officers, shareholders, employees, agents, contractors, subcontractors, or any other person or entity acting on behalf of Contractor. Unless otherwise provided by law, Contractor’s indemnification obligations hereunder shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for Contractor under worker’s compensation acts, disability benefit acts, other employee benefit acts, or benefits payable under any insurance policy. This paragraph shall survive the expiration or termination of the contract.

AS BUILT DRAWINGS: Contractor shall provide the County a clean set of reproducible “as built” drawings and wiring diagrams, marked to record all changes made during installation or construction. Contractor shall also provide the County with maintenance manuals, parts lists and a copy of all warranties for all equipment. All “as built” drawings and wiring diagrams, maintenance manuals, parts lists and warranties shall be delivered to the County upon completion of the work and prior to final payment.

WORK SITE DAMAGES: Contractor shall repair any damage to utilities, equipment or finished surfaces resulting from the performance of this contract to the County’s satisfaction at Contractor’s expense.

RIGHT IN DATA AND PATENT RIGHTS (OWNERSHIP AND PROPRIETARY INTEREST): The

County shall have exclusive ownership of all proprietary interest in, and the right to full and exclusive possession of all information, materials, and documents discovered or produced by Contractor pursuant to the terms of this contract, including, but not limited to, reports, memoranda or letters concerning the research and reporting tasks of the contract.

CONTRACTUAL CLAIMS: All contractual claims for monetary or other relief shall be adjudicated utilizing the procedures set forth in § 38A-12.3 of the Code of the County of Warren, Virginia, which are incorporated herein by reference.

ENTIRE AGREEMENT: This contract constitutes the entire understanding and agreement among the parties with respect to the matters set forth herein and supersedes all prior or contemporaneous understandings or agreements among the parties concerning the same subject matter.

SEVERABILITY: If any provision of this contract is declared invalid, illegal or unenforceable by a court of competent jurisdiction, the balance of this contract shall remain in full force and effect.

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CONSTRUCTION: This contract represents a fully-negotiated agreement among sophisticated parties with the opportunity to consult with legal counsel and any ambiguity shall not be construed against any party.

APPLICABLE LAW AND FORUM SELECTION: This contract shall be construed in accordance with the laws of the Commonwealth of Virginia and that all claims, disputes, and other matters shall only be decided by a

Virginia court of competent jurisdiction.

END OF GENERAL TERMS AND CONDITIONS

VI. SPECIAL TERMS AND CONDITIONS

The following Special Terms and Conditions are mandatory for sealed competitive bidding and/or sealed competitive negotiations as appropriate. Other Special Terms and Conditions may be added as appropriate for the procurement method and needs of the County. In the event there is a conflict between any General

Terms and Conditions and Special Terms and Conditions, Special Terms and Conditions shall govern.

AUDIT: The contractor shall retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Virginia and/or the County, whichever is sooner. The County, its authorized agents, and/or state auditors shall have full access to and the right to examine any of said materials during said period.

AWARD OF CONTRACT:

A. Request for Quotes and Competitive Sealed Bidding award shall be made to the lowest responsive and responsible bidder. Evaluation will be based on net prices. Unit prices, extensions and grand total must be shown. In case of arithmetic errors, the unit price will govern. If cash discount for prompt payment is offered, it must be clearly shown in the space provided. Discounts for prompt payment will not be considered in making awards. The County reserves the right to reject any and all bids in whole or in part, to waive any informality, and to delete items prior to making an award.

The right is reserved to make a separate award of each item, a group of items or all items, and to make an award either in whole or in part, whichever is deemed in the best interest of the County. The award or awards will be made to the lowest responsive, responsible bidder or bidders as applicable.

B. Competitive Negotiation selections shall be made on the basis of the evaluation factors included in the Request for Proposals, including price, if so stated in the Request for Proposals.