LCWA Banking Services WA-24-08.pdf

COUNTY OF LOUISA, VIRGINIA

REQUEST FOR PROPOSAL (RFP)

FOR

BANKING SERVICES FOR THE LOUISA COUNTY

WATER AUTHORITY

RFP# WA-24-08

FEBRUARY 1, 2024

REQUEST FOR PROPOSAL

(RFP)

Issue Date: February 1, 2024 RFP# WA-24-08

Title: Banking Services for the Louisa County Water Authority

Issuing Agency: County of Louisa, Virginia

Attn: Sam Massie

1 Woolfolk Avenue, Suite 304

Louisa, VA 23093

Location Where Work Will Be Performed: County of Louisa, Virginia

Period of Contract: From TBD Through TBD

Renewable: Five (5) successive one (1) year terms upon mutual agreement

Proposals Will Be Received Until: Thursday, February 29, 2024 @ 3:30 p.m. local prevailing time

Direct All Inquiries for Information To: Sam Massie, Purchasing Coordinator

1 Woolfolk Avenue

Suite 304

Louisa, VA 23093

(540) 967-3404 smassie@louisa.org

IF PROPOSALS ARE MAILED, SEND DIRECTLY TO ISSUING AGENCY SHOWN ABOVE. IF

PROPOSALS ARE HAND DELIVERED, DELIVER TO:

County of Louisa

Louisa County Administration Building

Attn: Sam Massie

Finance Department, 2nd Floor

1 Woolfolk Avenue, Suite 304

Louisa, Virginia 23093

(540) 967-3404

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

Code of Virginia, § 2.2-4343.1 or against a proposer or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

REQUEST FOR PROPOSAL TITLE PAGE

REQUEST NUMBER: WA-24-08 ISSUE DATE: 2/1/2024

TITLE: Banking Services for the Louisa County Water Authority

In compliance with this Request for Proposal and to all the conditions imposed herein, by signing below, Offeror:

(1) Offers and agrees to furnish the goods/services in accordance with the attached signed proposal;

(2) Agrees that upon Louisa County Water Authority’s written acceptance of Offeror’s response to the Request for

Proposal, a valid and binding contract for services exists between Offeror and Louisa County Water Authority;

(3) Agrees that the Contract Documents will consist of, and only of, the Request for Proposal, the Louisa County

Water Authority Standard Terms and Conditions and Offeror’s response to the Request for Proposal;

(4) Certifies and warrants that the individual signing on Offeror’s behalf is authorized to bind the Offeror in any and all contractual matters relating to this Request for Proposal;

(5) Certifies and warrants that neither Offeror, nor the individual signing on Offeror’s behalf, has any business or personal relationships with any other persons, including Louisa County Water Authority employees, or companies that are in conflict with the Commonwealth of Virginia’s Conflict of Interest Act, or the Louisa

County Water Authority Standard Terms and Conditions; and,

(6) Certifies and warrants that the Offeror is properly licensed for providing the goods/services specified in the

Request for Proposal and has the appropriate License or Certificate and classification(s) required to perform the work included in the scope of the proposal documents, prior to submitting the proposal, in accordance with Title

54.1, Chapter 11 of the Code of Virginia. If an Offeror shall fail to obtain the required license prior to submission of his proposal, he shall be deemed to be in violation of § 54.1-1115 of the Code of Virginia (1950), as amended, and his proposal will not be considered.

Sign in ink and type or print requested information.

Legal Name and Address of Firm:

Date:

By:

(Signature)

Name:

FEI/FIN/SSN: (Please Print)

Fax Number: Title:

E-mail Address: Telephone Number:

Please provide the following if applicable to this RFP:

Virginia Contractor License # SCC ID #

Offeror shall ascertain prior to submitting a response that all Addenda issued have been received and shall acknowledge receipt and inclusion of all Addenda here:

Addendum #: Date Issued:

Information the Offeror deems Proprietary is included in this response in the separate section of the proposal identified immediately below.

This Title Page MUST be Submitted as Part of your Proposal

TABLE OF CONTENTS FOR RFP # WA-24-08

PAGE

I. PURPOSE 5

II. STATEMENT OF NEEDS/SCOPE OF SERVICES 5

III. OFFEROR’S INSTRUCTION 9

IV. PROPOSAL EVALUATION PROCESS 12

V. PROPOSAL EVALUATION CRITERIA 12

VI. LOUISA COUNTY WATER AUTHORITY 14

STANDARD TERMS AND CONDITIONS

I. PURPOSE:

Louisa County Water Authority is seeking proposals from qualified Proposers to provide quality, cost-effective, and efficient banking services for the Louisa County Water Authority. This entity shall be referred to hereafter as the “LCWA” or the “Water Authority.”

The purpose of this RFP is to solicit proposals to provide the services that the LCWA currently uses, including depository and bankcard services, electronic fund transfers, online access to bank accounts, and others. This RFP is also intended to allow vendors to make recommendations regarding other services that would be beneficial to the LCWA. Services provided by our current banks are satisfactory; however, the

LCWA wishes to explore possible improvements from alternative procedures and technological advances.

The Water Authority reserves the right to award to more than one Offeror.

The Water Authority will select the firm(s) who they determine most closely satisfies the needs of the

LCWA. There is no requirement for acceptance of the lowest cost of service offered, and specific requirements may be waived or amended at the discretion of the LCWA.

II. STATEMENT OF NEEDS/ SCOPE OF SERVICES:

A. General Information

The Authority has annual revenues of approximately $ 3.5 million. These funds are comprised of user fees and connection fees. The Authority does not currently utilize a bank retail lockbox to process these payments. Future consideration of this service may be considered based on bank response.

The current organization of County Bank Accounts consists of the following:

Merchant Card Services

The Authority accepts credit card payments averaging in excess of $ 1,000,000 annually from

Visa/Mastercard/ Discover and American Express credit cards.

Operations & Maintenance

Checking Account

This account is used for daily deposits. These funds pay payroll and accounts payable. Connection fees are transferred to VIP Accounts.

Sewer Money Market

Account

This account is used to deposit sewer connections for the Louisa Regional WWTP collection system. The funds are used to make capital improvements to the collection system.

Construction Fund Money

Market Account

Deposits from the County of Louisa for capital improvement projects.

B. Minimum Qualifications

The Authority is soliciting proposals from qualified banking institutions to provide the Authority’s banking services:

1. The Proposer must provide transportation services if they do not have a full-service branch in the County of Louisa.

2. The Proposer must be federally insured under the Federal Depository Insurance Corporation and not on the FDIC “problem list”.

3. The Proposer shall always comply with applicable federal, state and county laws, ordinances, rules and regulations including but not limited to the Virginia Security for Public Deposits

Act (Chapter 2.2-4400 of the Code of Virginia). It must be a qualified public depository as defined in the Virginia Security for Public Deposits Act with a capital structure sufficient to support deposits by the County. The Proposer must submit its latest public depositor’s consolidated report of conditions filed with the Virginia State Treasurer as evidence of its ability to meet the capital structure requirements stated above. The bank selected to perform banking services for the Authority shall maintain a sufficient capital structure during the term of the agreement.

4. The Proposer must be capable of providing all services sought by the Authority.

5. The Proposer must be sufficiently capitalized to meet the Authority’s cash management needs.

C. Scope of Services

1. Deposit Services - The selected bank must provide basic deposit services. Currently, separate accounts are maintained for reconcilement purposes. Please describe how best these services could be handled both economically and for reconcilement purposes.

2. Deposit Imaging – The selected bank may be requested at times to provide images of checks included in deposits. Describe the bank’s current abilities in providing such services, as well as planned enhancements.

3. Checking Services – The selected bank must provide basic check clearing services. The selected bank will be required to cash employee payroll checks free of charge without requiring employee to have an account with the institution. The bank should not refuse to pay on demand any check because of insufficient funds. At a minimum, the selected bank must provide a monthly statement with images and index of paid checks. Explain how long the original checks will be retained prior to destruction. Please describe the bank’s current abilities in providing such services, as well as planned enhancements.

4. EDI Services –The selected bank must provide EDI Services. Describe the bank’s current abilities in providing such services, as well as planned enhancements.

5. ACH Services – The selected bank must be able to receive incoming wires and provide adequate documentation on a timely basis so that the Authority can identify the source and for what purpose funding is being received. The selected financial institution must also be able to transmit outgoing ACH transfers, such as, direct deposits, electronically. To increase employee utilization of payroll direct deposit, Proposers should outline any benefits or incentives to our employees for participating in a direct deposit program with their bank.

The Authority transmits direct deposits to employees’ accounts semi-monthly. The bank should not refuse any ACH payment because of insufficient funds. Please describe the bank’s current abilities in providing such services in detail, as well as planned enhancements.

The selected bank must be able to provide ACH Authorizations/Blocks/ Specific Blocks &

ACH Positive Pay Implementation placed on all accounts.

6. Returned Checks - All returned checks should be automatically presented twice before they are returned to the Authority. Describe procedures available for return check handling and notification.

7. Change/Currency Order Services –Describe the bank’s procedures for requesting change and/or currency orders. Are there charges for this service?

8. Analysis Services – Each month the selected bank shall provide to the Authority an account analysis showing the activity for each compensation category and the resulting charges for that activity the ability to sort by all categories for reconciliation, computation of the average daily collected balance, the resulting excess or deficit position for the month’s activity, and the compensating balances required to support the monthly activity. The analysis will show all charges incurred by the Authority for banking services and include activity by type of transactions, number of transactions, and any other services provided. The analysis will also show the net excess or deficit for services during the entire reporting period agreed to between the selected bank and the Authority . Proposers should include a sample of their account analysis statement and explain the bank’s delivery options.

9. On-line Services - The selected bank must provide internet on-line automated balance reporting allowing access to balance and transaction information on all accounts. The ability to perform check inquiries, stop payments, ACH initiation and wire transfers is also preferred. The Authority is interested in learning more about other electronic payment options. Describe the on-line services you may offer. The Authority’s IT contact must review and approve all services that will be utilized.

10. Training Services – The selected bank must provide on-site training to Authority Personnel for the operation and use of the Bank’s services and related automated systems as requested .

Training, operating manuals, and on-going support are to be supplied by the bank for all services provided.

11. Cash Management Services – Describe any services that would be beneficial to the

Authority to utilize and the cost of such services.

12. Positive Pay Services – The selected bank shall provide PaymentUS, Paycentric or Elavon with daily notification to specified contacts. The Authority should have the ability to make pay/return decisions on-line for exceptions. The bank should also provide Payment US, Paycentric or Elavon services in conjunction to assist with cashing items by recipients who produce valid identification. Explain your Bank’s capabilities regarding the ability to capture the payee’s name on the check and match it to the data in the issue file.

13. Lock Box Services – Although not currently utilized, the Proposer must provide information on lockbox services to receive real estate, personal property and vehicle license taxes.

Explain your Bank’s capability to provide lockbox services which utilize electronic payment detail for accounts receivable system update and scannable payments.

14. Other Special Handling Services – In lieu of lock box services, the Authority may consider the feasibility of payments of user and connection fees being accepted at the local bank. This service will not be a part of this proposal, but if implemented later, the cost involved should be noted.

15. Account Reconciliation Services – Currently the Authority does not utilize reconciliation services. However, the Proposer should describe its partial and full reconciliation services.

The Authority’s software package does have the capability to produce an outstanding checklist which requires cleared check data in the form of a file that will interface with the software. Please discuss the feasibility of your Bank meeting this requirement.

16. Transportation Services – If the selected bank that does not have a local branch within the county, it must provide a means of cash management as proposed by the banking services provider and consistent with Authority policies and procedures. One way cash deposits can be managed is with an armored courier service. The courier would come to the Authority office and would be able to pick up all Authority cash deposits on a bi-monthly or monthly basis. The service would include all supplies associated with the service including tamper-proof sealed bags and logs for auditing purposes. Other options as proposed by the responder of the banking services provider will be considered.

17. Other Services – There are many other services too detailed to mention that are customarily provided to corporations and governmental entities. The Authority, in reviewing proposals, will generally assess these services. The Authority reserves the right to add other services at a reasonable cost during the term of the contract.

18. Customer Service - The selected Proposer will provide the Authority with one local contact person that can resolve all banking issues within a reasonable time.

III. OFFEROR’S INSTRUCTION:

A. PROPOSAL PREPARATION:

1. Offerors may submit any questions or requests for additional information regarding the project in written format by February 13, 2024. All questions shall be directed to Sam

Massie at smassie@louisa.org or via fax at (540) 967-3439. A formal clarification will be sent out in writing on February 20, 2024, to all known potential proposers.

2. The Offeror must submit a proposal, which demonstrates and provides evidence that the

Offeror has the capabilities, professional expertise, and experience to provide the necessary services as described in this RFP. The Offeror shall ensure that all information required herein is submitted with the proposal. All information provided should be verifiable by documentation requested by Louisa County Water Authority. Failure to provide all information, inaccuracy or misstatement may be sufficient cause for rejection of the proposal or rescission of an award. Each copy of the proposal should be bound with all documentation in a single volume where practical.

Responses must, in any event, contain the following information and be organized into separate chapters and sections using the format described below to provide each firm an equal opportunity for consideration.

a. Project Methodology

Provide a complete description of the proposed methodology for completion of this project.

b. Project Schedule

Provide a timeline and schedule for completion of this project, highlighting critical points in the process.

c. Experience of the Offeror and the Project Team

Include a brief statement of the Offeror's experience in providing similar services stated in the Scope of Services for other governmental entities. This statement should mailto:smassie@louisa.org include specifics as to experience with banking services. If subcontractors and special consultants will be used, they should be identified, and their qualifications included in the proposal. Include experience of key individuals assigned to this project, emphasizing their experience in working with similar projects and local governments.

List key professional staff to be assigned work under the contract and describe their experience as project team members. Show only experience directly related to their assigned duties under the proposed project. List team member’s names and titles in the listed project, project title, brief project description, year completed and name, address, and phone number of the client. Describe whether a specific customer service representative or a customer service department will be assigned to handle day-to-day transactions for the Authority.

Ratings for the bank and bank holding company from at least two of the following agencies: Standard & Poor’s, Moody’s or Fitch should be provided. If the Offeror is not rated by two of these rating organizations, provide other evidence of the institution’s credit quality. If the firm received funds under the troubled assets relief program detail the amount received, how the funds have been used and if re-payment has been made. Please discuss the firm’s current capital structure, adequacy, and coverage. Include an electronic copy of the most recent audited annual financial statement and the latest 10-K report with the proposal.

Confirm that the financial institution is either a national banking association, federal savings and loan association or federal savings bank located in Virginia or a bank, trust company or savings institution organized under Virginia law and that the bank is a Qualified Public Depository as defined by the Virginia Securities for Public Act, Chapter 44, Title 2.2.

d. References

Provide a list of clients for whom similar services have been provided and dates when the service was provided (public agency references in Virginia, if possible). Include client name, address, telephone number, description of type of services performed, and person the Authority may contact. In addition, a listing of public sector clients in

Virginia that have terminated services in the last three years is requested.

e. Fees for Services

Fees for services are to be included in with your proposal response. Fees will be considered in the rankings of Offerors for short listing firms for interviews/discussions and the final rankings of Offerors for award of the contract.

It is the Authority’s intent to utilize a combination of compensating balances and direct charges to fund all bank service charges. The bank should include in the price analysis the computational methodology as to the compensating account balance requirement. The method of deriving the earned credit rate must also be identified.

f. Other Information

Include other relevant information the Offeror deems necessary to describe its qualifications to provide the services needed to successfully complete work described in the Scope of Services or which the Offeror deems are relevant to its selection.

Based on the information provided in this RFP, the Offeror should identify all materials and services expected from the Authority in addition to general assistance.

4. Proposals shall be signed by the authorized representative of the Offeror.

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

6. All expenses for making proposals to the Authority shall be incurred by the Offeror.

7. Offeror must be authorized to transact business in Virginia as a domestic or foreign business entity as required by the State Corporation Commission, if such is required by law. Such status shall be maintained during the term of a contract. A contract entered by a business in violation of the requirements is voidable at the option of the public body.

8. Offerors are reminded that changes to the RFP, in the form of addenda, are often issued between the issue date and the due date of the solicitation. All addenda must be acknowledged on the RFP Title Page. Notice of addenda will be posted on eVA and on the

County of Louisa procurement page https://www.louisacounty.com/Bids.aspx. It is the offeror’s responsibility to monitor the webpage for the most current addenda.

B. PROPOSAL SUBMISSION: The following documents must be received in our office via hard copy AND electronic copy (emails are not permissible – please send an electronic version such as a CD or flash drive with your hard copy) no later than the closing date and time stated below

(Note: a hard copy and electronic copy must both be received by the closing date. If one or the other is not received, your proposal will be deemed late and not be considered):

1. Your original proposal. If applicable, please also include a redacted copy which does not include trade secrets or proprietary information.

2. Signed original of the completed Request for Proposal Title Page.

3. Signed Appendix A “Louisa County Water Authority Standard Terms and Conditions.”

4. A list of client references of similar service contracts, including at least three (3) customers.

These references must include name, address, and telephone number.

5. A certificate of insurance for all required coverages endorsing Louisa County Water

Authority to the insurance policy as an additional insured.

6. A copy of any applicable Federal, State, or Local license required to legally perform the service, or sell the goods specified in the RFP shall be attached to the proposal.

The RFP number and closing date must be clearly marked on the outside of the sealed envelope. Each sealed envelope containing a Proposal must be plainly marked on the outside as follows:

1. Banking Services for the Louisa County Water Authority

2. RFP# WA-24-08

3. Name of the Proposer

4. Address of the Proposer

5. Due Date and Time: 2/29/2024 @ 3:30 p.m.

6. A Statement reading “This container is not to be opened prior to the Due Date and Time.”

Should any Proposal be received which is not so identified, the proposer assumes the risk that the submission will be opened prior to the Proposal Due Date. Proposals so opened shall be disqualified.

This solicitation will close on Thursday February 29, 2024 at 3:30 p.m., local time prevailing.

Return the proposal to:

Mail to: (US Mail) or Hand Delivery (FEDEX, UPS, etc.)

County of Louisa County of Louisa

1Woolfolk Avenue Louisa County Administration Building

Suite 304 Finance Department, 2nd Floor

Louisa, VA 23093 1 Woolfolk Avenue, Suite 304

Attn: Sam Massie Louisa, VA 23093

(540) 967-3404 Attn: Sam Massie

(540) 967-3404

C. SUBMISSION OF PROPRIETARY INFORMATION: All information submitted to the Authority in response to this solicitation will constitute public information and will be available to the public for inspection upon request pursuant to the Virginia Freedom of

Information Act (FOIA).

Pursuant to Virginia Code Section 2.2-4342 and County of Louisa Code Section 60-24, a

Proposer/Offeror may request an exception to disclosure for trade secrets or proprietary information as such is defined under Virginia Code Section 59.1-336, part of the Uniform

Trade Secrets Act.

In order to claim this exemption, the Proposer/Offeror shall perform ALL of the following: (i) include a written request indicating Proposer/Offeror’s desire to invoke the protections of Virginia Code Section 2.2-4342 with submitted proposal materials/data;

(ii) specifically identify the data or other materials to be protected by clearly labeling each page containing applicable data as PROPRIETARY; and (iii) to the Authority’s satisfaction, articulate the rationale for why protection for the particular data or materials is necessary. The classification of an entire bid or proposal document, line-item prices and/or total bid or proposal prices as proprietary or trade secrets is not acceptable.

Without waiving sovereign immunity or any other available defenses, the Authority asserts that failure to meet all these requirements will result in the data or materials being open for inspection in response to a valid inquiry under FOIA and will serve to waive any right of the Proposer/Offeror to assert a claim against the County for disclosure of trade secrets or proprietary information.

Proposer/Offeror shall be responsible for intervening and defending, at its expense, any demands made upon the Authority by third parties for production of any such items.

D. RECEIPT OF PROPOSALS/LATE PROPOSALS: It is the Offerors responsibility to ensure that his/her proposal is received prior to or at the specific time and the place designated in the solicitation. Proposals received after the date and time specified shall not be considered.

Proposals shall be addressed as indicated in the Advertisement for Proposals and shall be delivered, enclosed in a sealed envelope, marked "Proposal" and bearing the title of the work, name of the offeror, and the contractor’s license number of the offeror. Offerors shall clearly mark on the outside of the bid envelope which contract(s) they are bidding.

No responsibility will be attached to any Authority personnel for the premature opening of a proposal not properly addressed and identified on the outside of a sealed envelope.

IV. PROPOSAL EVALUATION PROCESS:

Louisa County Water Authority shall appoint a Selection Committee to review and evaluate all proposals submitted by Offerors responding to this RFP. The proposals will be evaluated and ranked based on the Evaluation Criteria listed in Section V. Louisa County Water Authority may ask top ranked Offerors to attend a presentation discussion as part of the evaluation process. Firms invited to the discussion should be prepared to have general discussions on non-binding estimates of cost to provide requested services. At the conclusion of the evaluation process, the Authority will select one or more firms with whom final negotiations will be conducted in an effort to obtain a contract.

V. PROPOSAL EVALUATION CRITERIA

The respondents will be evaluated on the following criteria:

1. 20 points - Overall qualifications and experience of the firm, project team and any subcontractors, including previous experience in providing these services.

2. 10 points - Project understanding and proposed methodology for completion of the project.

3. 20 points - Availability of support services (e.g., phone support, meetings) when needed.

4. 10 points - Proposed schedule.

5. 40 points - Proposed cost for services.

The selection process shall be governed by and completed in accordance with the Louisa

County Procurement Ordinance. If any provision of this Request for Proposal shall be found to be inconsistent or in conflict with such policy, the terms of the ordinance shall govern.

Louisa County Water Authority reserves the right to reject any or all proposals.

Louisa County Water Authority reserves the right to evaluate any sources of information available on a potential vendor.

VI. LOUISA COUNTY WATER AUTHORITY STANDARD TERMS AND CONDITIONS

See Appendix A. Louisa County Water Authority does not accept changes to the Louisa

County Water Authority Standard Terms and Conditions, and any attempt by the Offeror to make such changes is in itself reason for a proposal to be declared as non-responsive to the

RFP and rejected by the Authority.

APPENDIX A

LOUISA COUNTY WATER AUTHORITY

STANDARD TERMS AND CONDITIONS

1. General Provisions

1.1 Unless otherwise agreed to in a writing signed by the General Manager of the

Louisa County Water Authority, these Standard Terms and Conditions apply to and govern all purchases, regardless of the type of goods or services purchased, by the Louisa County Water Authority (the “Authority”) from

___________________________ (the “Vendor”).

2. Definitions

2.1 “Solicitation” means the vehicle by which the Authority solicited pricing, and if applicable other terms, by which it could acquire goods or services from

Vendor, regardless of whether the vehicle was an Invitation for Bid, Request for Proposal, Request for Quote, telephone quote or any other means permissible under the Louisa County Code or Virginia law.

2.2 “Contract Documents” means all documents that constitute any legal and binding agreement between the Vendor and the Authority, including these

Standard Terms and Conditions.

2.3 “Contract Period” means the time period from the time that Vendor first becomes legally bound to provide goods or services to the Authority in response to a Solicitation until all of Vendor’s contractual obligations to the

Authority, arising out the Solicitation, cease.

2.4 “Obligations” means any and all legal obligations of Vendor under any

Contract Documents.

3. Laws of the Commonwealth

3.1 The Contract Documents shall be governed in all respects whether as to validity, construction, performance, or otherwise by the laws of the

Commonwealth of Virginia and the Louisa County Code. Vendor represents and warrants to the Authority that during the Contract Period it:

a) Will comply and conform with 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;

b) Not employ illegal alien workers or otherwise violate the provisions of the Immigration Reform and Control Act of 1986; and

c) Comply with all federal, state and local laws and regulations applicable to the performance of the services procured.

4. Louisa County Policies

4.1 In every contract of over $10,000, the Vendor agrees during the Contract

Period that Vendor:

a) 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 Vendor; and

b) Will post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and

c) Will state that the Vendor is an equal opportunity employer in all solicitations or advertisements for employees placed by or on behalf of the Vendor to perform under the Contract Documents. All 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; and

d) Will include the provisions of the foregoing subparagraphs in every subcontract or purchase order exceeding $10,000 issued by Vendor in order to fulfill its Obligations, so that the provisions will be binding upon each subcontractor or vendor employed by Vendor.

4.2 In every contract of over $10,000, the Vendor agrees during the Contract

Period the Vendor shall:

a) Provide a drug-free workplace for its 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 its workplace and specify the actions which will be taken against any employee for a violation;

c) State in all of its solicitations or advertisements for employees that the

Vendor maintains a drug-free workplace; and

d) Include the provisions of this sub-paragraph in every subcontract or purchase order of over $10,000, so that said provisions shall be binding upon each subcontractor or subvendor.

e) For purposes of this sub-paragraph, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a Vendor under a Solicitation and in accordance with the Virginia Public Procurement Act and/or the Louisa County

Code.

f) In addition to the provisions contained herein, the Vendor shall comply with the federal Drug Free Workplace Act.

4.3 Pursuant to Section 2.2-4343.1 of the Code of Virginia and Section 60-25 of the Louisa County Code, in all Solicitations, contracts, and purchase orders, the Authority does not discriminate against faith-based organizations.

a) "Faith-based Organization" means a religious organization that is or applies to be a Vendor 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.

b) If Vendor is a faith-based organization, then Vendor shall give to each individual who applies for or receives goods, services, or disbursements provided pursuant to this Agreement the following notice in bold-face type:

NOTICE

Neither the Authority'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 appropriate person as indicated in this form.

5. Certifications

5.1 The Vendor certifies that Vendor’s response to the Solicitation:

a) Has been prepared without prior participation, understanding, agreement, or connection with any corporation, firm or other person that is also submitting a bid/offer in response to the same Solicitation;

b) Is in all respects fair, without misrepresentations of fact, and free from collusion or fraud;

c) Is in full compliance with the Virginia Conflicts of Interest Act;

d) Is or is intended to be competitive and free from any collusion with any person, firm or corporation; and

e) Has been prepared without the benefit of being provided information not available to the general public, or other potential bidders, such as insider information known to Authority employees or other sources which may have gained such information from interaction with

Authority employees.

5.2 The Vendor has not offered or received any kickback from any other bidder or vendor, 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;

5.3 The Vendor is not a party to nor has he participated in nor is 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 his bid proposal is to be performed;

5.4 The Vendor 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 this proposal; and

5.5 Neither Vendor, Vendor’s subcontractors, nor any person acting on Vendor’s behalf, have conferred, or will 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.

6. Warranties

6.1 The Vendor represents and warrants that it has the requisite experience, skills, capabilities, and manpower to perform the Obligations in a good and workmanlike fashion, that it is a legal business entity chartered or authorized to do business in Virginia having all necessary licenses required by law, that the person signing any of the Contract Documents has been fully authorized to do so, and his signature will legally bind the Vendor to perform its

Obligations. Any goods or services furnished by the Vendor under the

Contract Documents shall be covered by the most favorable warranties provided by the Vendor to any customer, but in no event shall such warranty be less than one (1) year from date of completion of services or sale of goods, as applicable.

6.2 Vendor warrants to the Authority that all materials and equipment furnished shall be new, unless otherwise specified, and that Vendor’s Work shall be of good quality, free from faults and defects and in strict conformance with the

Contract Documents. All materials and work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. This warranty shall be in addition to, and not in limitation of, any other warranty or remedy required by law or by the Contract

Documents.

6.3 The Vendor agrees that if warranties set forth in the Contract Documents are in any respect breached, the Vendor will pay to the Authority the full contract price agreed to by the Authority to be paid for the supplies, materials, equipment or services furnished under the bid or proposal. These rights and remedies are in addition to and do not limit those rights and remedies otherwise available to the Authority.

7. Modifications, Additions or Changes

7.1 Modifications, additions or changes to these terms and conditions may not be made except in writing and agreed to by the Authority. No fixed priced contract may be increased by more than twenty-five (25) percent of the amount of the contract or $50,000, whichever is greater, without the approval of the Authority. The amount of any contract may not be increased for any purpose without adequate consideration provided to the Authority.

8. Procurement Code

8.1 Solicitations are subject to Chapter 60 of the Louisa County Code and any revisions, thereto, which are hereby incorporated into this contract in their entirety. ANY SOLICITATION OR CONTRACT DOCUMENTS THAT

ARE ISSUED, REQUESTED OR EXECUTED IN VIOLATION OF

LOUISA COUNTY CODE OR VIRGINIA LAW ARE VOID AB INTIO,

AND ARE OF NO EFFECT, REGARDLESS OF WHETHER ANY

PURCHASE HAS BEEN MADE UNDER THE CONTRACT

DOCUMENTS AND IRRESPECTIVE OF THE AMOUNT OR

LENGTH OF VENDOR’S PERFORMANCE UNDER THE

CONTRACT DOCUMENTS. A current copy of the Louisa County Code is available at www.municode.com or for viewing at the Louisa County administration building during normal business hours.

9. Bid Acceptance Period

9.1 Any bid in response to a Solicitation shall be valid for 60 days. At the end of the 60 days, the bid may be withdrawn at the written request of the bidder. If the bid is not withdrawn at that time, it remains in effect until an award is made or the Solicitation is cancelled.

10. Indemnification

10.1 The Vendor agrees to indemnify, defend and hold harmless the Authority and its officers, agents, and employees from any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by (i) the use of any materials, goods, or equipment of any kind or nature furnished by the Vendor; (ii) any services of any kind or nature provided by the Vendor;

or (iii) Vendor’s performance of its Obligations, provided that such liability is not attributable to the sole negligence on the part of the Authority.

11. Assignment

11.1 Neither the Obligations nor the Contract Documents may be assigned, sublet, or transferred, in whole or in part, without the written consent of the

Authority.

12. Audit

12.1 The Vendor hereby agrees to retain all books, records, and other documents relative to Vendor’s Obligations and the Contract Documents for five (5) years after final payment or after all other pending matters are closed, whichever is longer. The Authority and its authorized agents, auditors, the grantor of the funds to the Authority, the Comptroller of Virginia or of the

United States, or any of their duly authorized representatives shall have access to any such books, documents, papers and records of the Vendor for the purpose of making audits, examinations, excerpts or transcriptions.

13. Ownership of Documents

13.1 Any reports, studies, photographs, negatives, or other documents prepared by

Vendor in the performance of its Obligations shall be remitted to the

Authority by the Vendor, without demand therefore, upon the earliest of (i) completion of its Obligations; (ii) completion of the Contract Period; or (iii) termination, cancellation or expiration of the Contract Documents. Vendor shall not use, willingly allow or cause to have such materials used for any purpose other than performance of the Obligations without the prior written consent of the Authority. The Authority shall own the intellectual property rights to all materials produced under this Agreement.

14. Payment and Performance Bond

14.1 If Vendor’s Obligations include construction, the amount of which exceeds

$100,000, the Vendor shall furnish to the Authority the bonds required under

Section 60-21 of the Louisa County Code and shall otherwise fully comply with the requirements of such sections of the Code. The Authority reserves the right to require payment and/or performance bonds in the amount of the

Obligations for any other projects, goods or services, whether or not required by such sections of the Code.

15. Required Payment

15.1 The Vendor covenants and agrees to:

a) Within seven (7) days after receipt of any amounts paid to the Vendor under the Agreement,

b) pay any subcontractor for its proportionate share of the total payment received from the Authority attributable to the work under the

Agreement performed by such subcontractor, or

c) notify the Authority and the subcontractor, in writing, of its intention to withhold all or a part of the subcontractor’s payment and the reason therefore.

15.2 Vendor agrees to provide its federal employer identification number or social security number, as applicable, as a condition precedent to the Authority being required to make any payment to the Vendor under the Contract Documents.

15.3. Vendor agrees to pay interest at the legal rate or such other rate as may be agreed to in writing by the subcontractor and the Vendor on all amounts owed by the Vendor that remain unpaid after seven (7) days following receipt by the

Vendor of payment from the Authority for work performed by the subcontractor in furtherance of Vendor meeting its Obligations to the

Authority, except for amounts withheld pursuant to subparagraph 15.1(c) above.

15.4 Vendor agrees to include in its contracts with any and all subcontractors the requirements of 15.1(a), 15.1(b), and 15.1(c) above.

16. Liability Coverage

16.1 Unless otherwise expressly excepted in the Solicitation documents prepared by the Authority, the Vendor shall take out and maintain during the Contract

Period such bodily injury, liability and property damage liability insurance as shall protect it and the Authority from claims for damages for personal injury, including death, as well as from claims for property damage, which could arise from Vendor’s performance of its Obligations. Such insurance shall at least have the coverages and be in the amounts set forth in section 19

“Insurance and Bond Requirements” set forth below and shall name the

“Board of Supervisors of Louisa County, Virginia” and the “Louisa County

Water Authority” as additional insureds. Such insurance must be issued by a company admitted to do business within the Commonwealth of Virginia and with at least an AM Best rating of A-. Within 10 days after Vendor is awarded a contract in response to a Solicitation, and in no event later than the first day on which Vendor provides goods or services to the Authority, the Vendor shall provide the Authority with a certificate of insurance showing such insurance to be in force and providing that the insurer shall give the Authority at least 30 days’ notice prior to cancellation or other termination of such insurance.

17. Loss or Damage in Transit

17.1 Delivery by a Vendor to a common carrier does not constitute delivery to the

Authority. Any claim for loss or damage incurred during delivery shall be between the Vendor and the carrier. The Authority accepts title only when goods are received regardless of the F.O.B. point noted in the Solicitation or the Contract Documents. The receiving agency will note all apparent damages in transit on the freight bill and notify the Vendor. Discovery of concealed damages or loss will be reported by the receiving agency to the carrier and the

Vendor within 15 days of receipt and prior to removal from the point of delivery if possible. The Vendor shall make immediate replacement of the damaged or lost merchandise or be in default of the Contract Documents. It shall be the Vendor’s responsibility to file a claim against the carrier. If damage is to a small quantity, with the approval of the agency, the Vendor may deduct the amount of damage or loss from his or her invoice to the agency in lieu of replacement.

18. Freight

18.1 By signing any response to a Solicitation the bidder certifies that the bid price(s) offered for F.O.B. destination include only the actual freight charges at the lowest and best rate and is based upon the actual weight of the goods to be shipped. Freight charges are, therefore, established for each individual purchase. If a requirement is bid F.O.B. origin, the Vendor shall prepay the charges and add the amount to the invoice. A copy of the freight bill should be attached to all invoices that include freight charges. In a solicitation specifying

F.O.B. origin the Authority will consider freight cost in the evaluation of bids.

19. Insurance and Bond Requirements

19.1 The Vendor shall maintain the following insurance to protect it from claims that could arise from performance of the Obligations, including claims (i) under the Workmen’s Compensation Act; (ii) for personal injury, including death; and (iii) for damage to property, regardless of whether such claims arise out of Vendor’s actions or inactions, or those of Vendor’s subcontractor or other persons directly or indirectly employed by either of them:

a) Worker’s Compensation and Employer’s Liability. Vendor shall procure and maintain Worker’s Compensation and Employer’s

Liability Insurance covering all of its employees in conformance with the laws of any state, district or territory of the United States of

America in which work towards meeting Vendor’s Obligations are to be performed. Such insurance shall not have a limit of liability less than the following: Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the County of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract. Employer’s

Liability -$100,000.

b) Commercial General Liability Insurance. This coverage shall include contractual liability, underground hazard, explosion and collapse, hazard, property damage, independent Vendor, and personal injury insurance in support of section 10 of this Agreement entitled

“Indemnification”. This policy shall be endorsed to include the

Authority as additional insured’s during the Contract Period and shall state that this insurance is primary insurance as regards any other insurance carried by the Authority. Vendor shall procure and maintain

Public Liability Insurance in an amount not less than:

a) $1,000,000 for each occurrence involving bodily injury;

b) $1,000,000 for each occurrence involving property damage;

c) $2,000,000 aggregate limits.

c) Comprehensive Automobile Liability. Vendor shall procure and maintain Comprehensive Automobile Liability Insurance covering all automobiles, trucks, tractors, trailers, or other automobile equipment, whether owned, not owned, or hired by the Vendor, with the following limits:

a) $1,000,000 for each occurrence involving personal injury;

b) $1,000,000 for each occurrence involving property damage.

d) The Vendor shall purchase and maintain insurance coverage in a sufficient amount to cover all potential claims on his tools, equipment and machinery.

19.2 The Authority reserves the right to require insurance of any Vendor in greater amounts provided notice of such requirements is stated in the solicitation.

19.3 All insurance policies required under this paragraph, or otherwise required by the Solicitation or Contract Documents, shall include a clause waiving any and all subrogation rights against the Authority.

19.4 Insurance policies shall provide for notification to the Authority of non-payment of any premium and shall give the Authority the right to make the premium payment thereunder within a reasonable time, if the insurance policy is in danger of lapsing during the Contract Period.