Police Department HVAC Replacement RFP 2-1-24 FINAL.pdf

Request for Proposals

City of Manassas Park Police Department HVAC Replacement – Phase 1

Issue Date: February 1, 2024

General Services Department Phone: 703-335-0050

Optional Preproposal Conference

Feb. 14, 2024; 10:00 a.m.

Preproposal Conference Location:

Manassas Park Police Department 329 Manassas Drive, Manassas Park, VA 20111

PROPOSALS DUE DATE:

March 1, 2024

Contents

1. Section 1 – Purpose

2. Section 2 – Specifications

2.1 Summary of Equipment

2.2 Project Goal & Scope of Work ............... …………………………………………….4

3. Section 3 – Procedures for Submitting Proposal

3.1 General Instructions and RFP Schedule

3.2 Specific Proposal Content

4. Section 4 – Proposal Evaluation and Award Criteria

5. Section 5 – General Terms and Conditions ................................................. x

Police Department HVAC Equipment Replacement

1. SECTION 1 – PURPOSE

The City of Manassas Park has issued this Request for Proposal (“RFP”) to interested, qualified, and licensed contractors in the State of Virginia to replace three, major elements of the current heating, ventilation, and air-conditioning (HVAC) equipment at the City’s Police Department, 329 Manassas Dr, Manassas Park, VA 20111. The primary goal of the project is a phased renewal of equipment to begin with the replacement of major, rooftop HVAC components originally installed in 2006 during the construction of the facility.

2. SECTION 2 – SPECIFICATIONS – This is the initial phase of an HVAC refresh plan and includes not only three rooftop units (RTU’s) but also one boiler system providing heat to the building. This RFP is intended to address a refresh of major components with new, more efficient and environmentally-friendly technology so that the HVAC system will be more responsive to year-round temperature fluctuations within the workplace. Replacement of smaller area HVAC units serving the building will be accomplished in a future phase.

The contractor shall provide all necessary supervision, labor, materials, tools, supplies, parts, equipment, and transportation necessary to perform all work in an efficient, expeditious, and satisfactory manner in accordance with the requirements stated herein between the hours of 7:00 AM and 5:00 PM, Monday through Friday and 9:00 AM and 6:00 PM on Saturday as determined by the City. Operating outside of these hours may be requested but must comply with the details of the City’s Noise

Ordinance, which can be found at:

https://library.municode.com/va/manassas_park/codes/code_of_ordinances?nodeId

=COCI_CH15NO

A summary table of the equipment being replaced is as follows:

2.1 Summary of Equipment to be Replaced

Equipment Type Make Model Serial Location

RTU #1 AAON

18-TON RTU;

RM-018-3-0-AAOZ-349 200611-AMGN29752 Police Department Rooftop

RTU #2 AAON

18-TON RTU;

RM-018-3-0-AAOZ-349 200611-AMGN29751 Police Department Rooftop

RTU #3 CARRIER

5-TON RTU;

48HJK006-H-641 4006G10161 Police Department Rooftop

BOILER #1

(Alternate)

BUDERUS

BOILERS

GA244-62/7

Input BTU: 259,000

Output BTU: 212,000 63023381-00-5280-

Police Department Boiler

Room

2.2 Project Goal & Scope of Work – The anticipated project scope of work will entail the removal and installation by crane of the three RTU’s (rooftop units) listed in the table above. Pricing for a boiler replacement is also requested as an add alternate and may or may not be executed at the City’s discretion.

The contractor will provide all labor, crane services, equipment and materials for a turn-key project while minimizing HVAC downtime for the Police Department building, which is occupied 365 days a year, 24-hours a day.

Specific Contractor responsibilities include, but are not limited to:

a. Contractor will be responsible for removal and disposal of existing equipment and the installation of all new equipment, including obtaining all necessary Piping, Electrical, Control work, Permits, Warranties and

Factory Start Up for the RTU replacements.

b. Contractor will ensure all existing line sets of the replacement unit are inspected and replaced and/or flushed to be free of all R-22 refrigerant and its oil to avoid contamination of the circuit.

c. Contractor will replace all associated sensors in place for the existing BMS system in their entirety and Contractor will install new drain pan cutoff switches on all condensation equipment drainage systems.

d. Contractor will replace all associated disconnect boxes for all three RTU system replacements.

e. Contractor will replace all associated Fire Life Safety (FLS) equipment such as all the in-duct smoke detectors and all other components and devices associated with the systems’ FLS operations.

f. Contractor is required to provide the proper curb adapter if the replacement equipment calls for a change in sizing.

g. Contractor will ensure that the BMS system has been tested and signals confirm for proper operations.

h. Contractor is to test all equipment in all operating modes to confirm setpoints are reached and equipment is working according to manufacturer specifications.

i. Contractor will advise the Facilities Manager of any compromised condition that would not allow the replacement equipment to perform in accordance with the manufacturer’s specifications.

j. Contractor will promptly propose any change orders related to the scope of work and report on overall work completion through regular updates to the Facilities Manager, including making additional recommendations if a change order appears needed.

k. Contractor will confirm that the scope of work has been completed and will seek the signoff from the Facility Manager that the work has been completed to the requested specifications.

l. Contractor will comply with the Police Department’s security constraints and acknowledges that escorts may be needed.

m. Contractor will provide all necessary air balancing and pressure testing for associated equipment to ensure its performance.

n. Contractor will be responsible for the clean-up of all work areas upon job scope completion.

3. Section 3 – Procedures for Submitting Proposal

3.1 General Instructions and Schedule – The following instructions describe the form in which proposals should be presented. Proposal documents must be prepared simply and economically and provide a straightforward, concise response to the requirements of the RFP. Completeness and clarity of content must be emphasized. The requirements stated do not preclude offerors from furnishing additional reports, functions, and costs as deemed appropriate.

Schedule: Proposals must be received no later than 4:00 PM, March 1, 2024

Proposals should be submitted in paper format in an enclosed envelope to the attention and the address shown below. Packages or envelopes received later than

4:00 PM, March 1, 2024 deadline will not be accepted or considered. Note: This solicitation will also be sourced on eVA – Virginia’s Procurement Portal to only identify potential suppliers. Do not submit electronic responses in eVA. Please note that only paper copies (1 signed original and 5 copies) must be delivered to the address prior to the deadline.

Subj: Request for Proposal (RFP) Response Police Department HVAC Equipment Replacement – Phase 1

Attn: City of Manassas Park General Services – City Administration, 2nd Floor c/o Mark Lauzier, General Services Administrator Address: 100 Park Central Plaza

Manassas Park, VA 20111 Email: m.lauzier@manassasparkva.gov Phone: (703) 335-0050

3.2 Specific Proposal Content Instructions

a) TRANSMITTAL LETTER - The proposal transmittal letter shall contain the following:

• Name of individual, company, or corporation submitting the proposal.

• A statement that indicates an understanding of the scope of work as presented in this document and confirmation that all terms and conditions of the RFP are understood and acknowledged by the undersigned.

• Signature(s) of representative(s) legally authorized to bind the offeror.

b) GENERAL DESCRIPTION OF SERVICES AND APPROACH

• This proposal section must contain all work requirements necessary to accomplish the tasks defined in the SPECIFICATIONS found in Section 2 in its entirety.

• It should outline three key elements:

i. EQUIPMENT INSTALLATION PLAN & PROJECT APPROACH - Project approach and timing demonstrating a clear understanding of overall project scope, consideration of facility operational impacts, and the timing of the old equipment removal and expected cutover to the when the new equipment installation will be running. The described approach should address any potential downtime/phasing; roof integrity considerations incl. curbing; and recognize that the installation of new mailto:m.lauzier@manassasparkva.gov associated sensors, detectors, disconnect boxes, and fire life safety devices, along with new electrical hook-ups are anticipated.

ii. PARTS AND LABOR WARRANTY and POST-INSTALLATION SERVICE PLAN –

Initial year service plan and parts and labor warranty as well as details for future time and materials for parts and labor once the manufacturer warranty has expired. The Contractor is requested to include details associated with the costs for an ongoing annual and/or multi-year service plan.

iii. BALANCE AND TESTING PLAN APPROACH & BUILDING MANAGEMENT

SYSTEM (BMS) CONTROLS INTEGRATION – Discuss the plan and efforts associated with balancing and testing as well as experience and the recommended plan with integrating the existing Building Management

System controls with the new equipment. The City is amenable to receiving separate pricing in consideration of recommended system control upgrades that would be beneficial to install at the time of the system installation, but this is at the City’s sole discretion. The current system is anticipated to be used.

c) QUALIFICATIONS AND EXPERIENCE – This section must contain the following information:

• A Statement of Qualifications of the proposed individual or project team members. Include specific HVAC replacement supporting government experience of similar size and nature. Provide concise resumes for all staff to be assigned.

• Contact information, including address, telephone, email, fax, etc., for the identified project manager.

• Provide professional history and scope of practice.

• Provide a list of references for contracts of similar size and scope, including names, addresses, and telephone numbers, and brief description of the type of service provided.

d) DELIVERY & PRICING

• DELIVERY and CONSTRUCTION SCHEDULE. If your cost estimate is accepted and an agreement is executed, state the anticipated terms and the number of days you need for the manufacturer to deliver the equipment as well as when installation services would commence.

Include any requirements for equipment ordering deposits, if needed, and when they are expected to be paid within a detailed construction schedule.

• PRICING. Although pricing is but one element of the RFP review process, provide a detailed description of the labor, equipment, materials, subcontractors, ancillary services such as crane services, in sufficient detail for each element of the project so the City may understand the total cost by element. The format may vary and will likely be more extensive and should, at a minimum, include the costs of the major elements and the items identified in the SPECIFICATIONS table and scope. The goal is to have everything spiked out by unit.

4. Section 4 – Proposal Evaluation and Award Criteria - The award will be based on a review and evaluation by a Selection and Negotiation Committee (SNC) of three to five members. The City reserves the right to enter into competitive negotiations with more than one of the top-ranked proposers, may accept a proposal as submitted, and also reserves the right to accept or reject any or all of the proposals and any Last Best Final Offers (LBFO) from the top-ranked firms. The SNC may ask the General Services Administrator (GSA) to enter into such competitive negotiations.

The GSA will NOT be a member of the SNC but will coordinate the review process and may be requested to obtain the Last Best Final Offer (LBFO) from the top-ranked

Description

Estimate

Qty

Unit Cost

(Labor, Equipment & Materials

Extended Cost

(Qty x Unit Cost)

* Manufacturer and Part #

(* Required)

RTU #1

(incl. necessary lines and details for each major component, incl. crane services spread among 3 RTUs)

RTU #2

RTU #3

BOILER #1

(ADD ALTERNATE at City’s discretion)

Total Cost:

Signature of Company Officer:

Date:

firms as the City determines. Each proposal will be evaluated by the SNC based on the following criteria:

I. QUALITY OF EQUIPMENT: The replacement equipment being offered is from a top-tier manufacturer suitable for a large commercial building application and has a high energy rating

30%

II. EQUIPMENT INSTALLATION PLAN & PROJECT

APPROACH, PARTS AND LABOR WARRANTY, POST-

INSTALLATION SERVICE PLAN & BMS INTEGRATION: Project approach, understanding of overall project scope, plan for the equipment installation and potential downtime/phasing; roof integrity considerations incl. curbing; parts and labor warranty;

installation of new associated fire life safety devices, new disconnect boxes and associated electrical hook-ups

25%

III. EXPERIENCE & REFERENCES: Commercial buildings installation experience in servicing schools, cities, governmental/educational institutions and large, commercial buildings of a similar size and HVAC/Mechanical complexity, inclusive of projects involving large rooftop installations requiring a crane service; sufficient crew size to minimize downtime and provide efficient swapout of new equipment. The Contractor’s past performance on projects of similar size and scope and the listed references.

25%

IV. COSTS: Overall Cost Proposal 20%

TOTAL SCORE (100-point scale) = 100.0%

5. Section 5 – General Terms and Conditions

• The contract terms and conditions will be memorialized through a legally binding services agreement. The form and general contract terms and conditions of the service agreement are found in the City’s standard services agreement attached hereto as Appendix A.

APPENDIX A

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into this ____ day of _____________, 2024, by and between the CITY OF MANASSAS PARK, a Virginia municipal corporation, its successors and assigns (collectively, the “City”), and

____________________________________, a Virginia [corporation/limited liability company/ partnership], its successors and assigns (collectively, the “Contractor”).

WITNESSETH:

WHEREAS, the City desires to contract for [describe contracted services]

(the “Project”); and

WHEREAS, the City has advertised a request for proposals dated ____________, 2024

(the “RFP”), which RFP is attached to this Agreement as Exhibit A and incorporated herein by this reference; and

WHEREAS, in response to the RFP, the Contractor has submitted a proposal for the

Project entitled “ ” and dated ____________, 2024 (the “Proposal”), which Proposal is attached to this Agreement as Exhibit B and incorporated herein by this reference; and

WHEREAS, the City has determined that the Contractor’s Proposal is responsive to the

RFP and meets the needs of the City, and that the Contractor is responsible, qualified and possesses sufficient skills and the necessary capabilities, including technical and professional expertise, where required, to perform the services and tasks set forth in this Agreement, and therefore desires to contract with the Contractor in accordance with the terms and conditions of the Proposal, the

RFP, and the Virginia Public Procurement Act.

NOW, THEREFORE, in consideration of the foregoing recitals, each of which is hereby incorporated herein by this reference, and the terms, conditions, covenants, and obligations contained herein, the parties hereto agree as follows:

1. SCOPE OF SERVICES.

The Contractor shall perform[, on an as-needed and non-exclusive basis,] such services and accomplish such tasks, including the furnishing of all materials and equipment necessary for full performance thereof, as are set forth in the Proposal (the “Scope of Services”). The work performed will be[ on an as-needed basis] and bound by the terms of this Agreement, including all exhibits. Where a conflict exists between this Agreement and any exhibit, this Agreement shall control.

2. TERM.

[The initial term of this Agreement (the “Initial Term”) shall commence on the date of execution of this Agreement (the “Effective Date”) and shall terminate on the date that is one (1) year following the Effective Date. The term of this Agreement may be extended for up to four (4) additional 1-year periods (each, an “Additional Term” and, together with the Initial Term, individually referred to as the “Term”), provided that either the City Manager or the City’s

________________ Director, as the designated representative of the City’s governing body (the

“Governing Body”), has first authorized each such extension prior to the expiration of the then-current Term. If the City Manager or the ________________ Director has not authorized such extension prior to the expiration of the then-current Term, this Agreement shall be deemed to have been terminated as of the date of such expiration and shall thereafter have no further force and/or effect, except for those provisions that by definition necessarily survive the termination of this

Agreement (e.g., liability). The City’s continued use of the Contractor’s services following expiration of a Term shall be deemed to be authorization for an extension.]

- OR –

[The term of this Agreement shall commence on the date of execution of this Agreement and shall terminate upon completion and acceptance by the City of the Project.]

3. COMPENSATION AND METHOD OF PAYMENT.

A. Payments for services included in the Scope of Services shall be made monthly following the performance of such services in accordance with the fee schedule included in the

Proposal.

B. No payment shall be made for any service rendered by the Contractor except for services identified and set forth in this Agreement.

C. The Contractor shall submit to the City Manager or his designee, on a form approved by the City Manager, an invoice for services rendered during the prior month. The City shall make payment to the Contractor within thirty (30) days following receipt thereof. Requests for more rapid payment will be considered if a discount is offered for early payment.

D. For all work outside the Scope of Services, the Contractor shall submit a task proposal based on direction by the City. The City shall pay the Contractor for such work in accordance with the Proposal.

E. The Contractor reserves the right to suspend or terminate work and this Agreement if any unpaid account exceeds sixty (60) days.

4. MAINTENANCE OF RECORDS; REPORTS AND INSPECTIONS.

A. The Contractor, at such times and in such forms as the City may require, shall furnish the City such statements, records, reports, data, and information as the City may request pertaining to matters covered by this Agreement.

B. The Contractor shall retain all books, records, documents, data and other material relevant to all matters covered, directly or indirectly, by this Agreement for a period of two (2) years after the expiration of this Agreement. The Contractor shall at all reasonable times during any Term and said 2-year period, and as often as the City may deem necessary in its sole discretion, make available for examination and permit the City or its designated authorized representative to audit and inspect all such books, records, documents, data and other material.

C. The City Manager or his designee shall have full access and right to examine any of said books, records, documents and other materials at all reasonable times during any Term and said 2-year period.

5. INDEPENDENT CONTRACTOR RELATIONSHIP.

A. The parties intend that an independent Contractor/City relationship will be created by this Agreement. No employee, agent, or representative of the Contractor shall be deemed to be an employee, agent, or representative of the City for any purpose, and the employees, agents, and representatives of the Contractor are not entitled to any of the benefits the City provides for its employees. The Contractor will be solely and entirely responsible for its acts and for the acts of its employees, agents, representatives, and subcontractors during the performance of work contemplated by this Agreement.

B. In the performance of the work contemplated herein, the Contractor shall be an independent contractor with the authority to control and direct the performance of the details of the work; provided, however, that the results of the work contemplated herein must meet the approval of the City and shall be subject to the City’s general rights of inspection and review to secure the satisfactory completion thereof.

6. CONTRACTOR'S EMPLOYEE/AGENTS/REPRESENTATIVES.

The City may at its sole discretion require the Contractor to remove any employee(s), agent(s), or representative(s) from employment on City projects. The Contractor may, however, employ such individuals(s) on other projects not related to City projects.

7. INSURANCE.

A. The Contractor shall procure and maintain, for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall provide a certificate of insurance from its insurance company (a “Certificate of Insurance”) evidencing:

1) COMMERCIAL GENERAL LIABILITY. Commercial General Liability insurance written on an occurrence basis with limits no less than two million dollars ($2,000,000) combined single limit per occurrence and four million dollars ($4,000,000) aggregate for personal injury, bodily injury and property damage.

2) AUTOMOBILE LIABILITY. Automobile Liability insurance with limits no less than two million dollars ($2,000,000) combined single limit per accident for bodily injury and property damage.

3) PROFESSIONAL LIABILITY. Professional Liability (Errors and

Omissions) insurance written on a Claims Made basis with limits no less than five million dollars

($5,000,000).

4) WORKERS COMPENSATION. Workers Compensation insurance written on an occurrence basis with limits no less than one half million dollars ($500,000) combined single limit per occurrence.

B. The City shall be named as an additional insured on all liability insurance policies, including any umbrella insurance policy used to meet the required coverage listed above, with respect to work performed by or on behalf of the Contractor, and a copy of the endorsement naming the City as an additional insured shall be attached to each Certificate of Insurance. Each Certificate of Insurance shall warrant that the City shall receive thirty (30) days advance notice of cancellation of the relevant insurance policy. The City reserves the right to request certified copies of any required insurance policies.

C. The Contractor’s insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

8. HOLD HARMLESS; INDEMNIFICATION.

A. The Contractor shall indemnify and hold the City and its agents, employees, and officers harmless from, and shall process and defend at its own expense, any and all claims, demands, suits, at law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind or nature, brought against the City and/or its agents, employees, and/or officers arising out of, in connection with, or incident to the execution of this Agreement and/or the Contractor’s defective performance or failure to perform any aspect of this Agreement; provided, however, that if such claims are caused by or result from the gross negligence of the City, its agents, employees, and/or officers, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the Contractor, its agents, representatives, employees, and subcontractors; and provided further, that nothing herein shall require the Contractor to hold harmless or defend the City, its agents, employees and/or officers from any claims arising from the sole negligence of the City, its agents, employees, and/or officers. The provisions of this section shall survive the expiration or termination of this Agreement.

B. No liability shall attach to the City by reason of entering into this Agreement except as expressly provided herein.

9. CONTRACTOR CERTIFICATIONS.

A. The Contractor certifies that:

1) The Contractor and all its subcontractors and agents used in conjunction with the performance of this Agreement are and shall remain authorized to transact business in the

Commonwealth of Virginia as either a domestic or foreign business entity.

2) Neither the Contractor nor any of its subcontractors or agents used in conjunction with the performance of this Agreement has been debarred from contracting for goods or services by the Commonwealth of Virginia or any Virginia public body.

B. The City may void this Agreement if the Contractor fails to comply with the requirements of this Section.

10. TREATMENT OF ASSETS.

A. Title to all property furnished by the City shall remain in the name of the City. All information furnished by the City is private, confidential, and proprietary, and shall be the exclusive and sole property of the City and shall not be reproduced, disclosed, or used by the

Contractor for any reason other than in the performance of this Agreement.

B. The City shall be the sole and exclusive owner of all goods and services produced pursuant to this Agreement, including but not limited to tangible items, information, works, derivative works, results, strategies, taxonomies, writing, drawings, plans, images, intellectual property, and data compilations of any form whatsoever (collectively, “Works”), which Works shall be the exclusive and sole property of the City and shall not be otherwise reproduced, disclosed, or used by the Contractor elsewhere, for any reason unrelated to its performance of this

Agreement.

C. To the extent that the services are provided relating to detailed designs not originated and furnished by the City, or by a process or method the use of which is not specifically directed by the City, the Contractor guarantees that the sale or use of such services or the use of such process or method hereunder will not infringe any third-party United States or foreign patents, trademarks, trade names, copyrights, or trade secrets, and shall indemnify and save the city and its customers harmless from any expenses, loss, cost, damage, or liability which may be incurred on account of infringement or alleged infringement of patent rights, trademarks, trade names, copyrights, or trade secrets with respect to such services. The Contractor shall defend, at its own expense, any action or claim in which such infringement is alleged, provided the Contractor is notified within a reasonable period of time of such action or claim against the City.

Indemnification shall not apply to infringements arising from use in combination with other items where infringement would not have occurred from the normal use of which the article supplied by the Contractor was designed.

11. PRIVACY; SECURITY

A. The Contractor, its directors, officers, managers, employees, agents, assignees, delegatees, and subcontractors (collectively, the “Recipients”) might acquire access to and/or come into possession of certain personal, confidential, and/or proprietary information of the City, its officers, employees, agents, contractors, and/or customers in various forms, formats, medias and data compilation of any kind (the “Confidential Information”), such Confidential Information including but not limited to the following:

1) personally identifiable information, including names, physical addresses, IP addresses, social security numbers, governmental identification numbers, banking and financial information, of certain individuals and citizens of the United States of America and other countries;

2) information that describes the design, function, operation, or access control features of any City building, utility, or property, and any security system used to control access to any City building, utility, or property;

3) information concerning security or safety plans for City buildings or property;

4) information regarding the City’s proprietary ideas for proposed products or services, and any design, utility, patents, processes, technology and other descriptive information relating thereto;

5) the fact that the City is considering a number of strategic alternatives relating to its ideas, inventions, business or assets;

6) information and materials relating to plans for research and development, other product ideas, other service ideas, techniques, marketing and selling, business plans, and licenses and contracts to which the City is a party or is currently in negotiations;

7) information and materials relating to technical data, developments, inventions, processes, methods, business methods and models, formulas, technology, designs, drawings, engineering, and hardware configuration information (whether regarding its proposed products or services or otherwise);

8) information and materials relating to the City’s proprietary technology

(including the proposed products or services), software, hardware, equipment and systems, now owned or hereafter acquired and further developed, and related intellectual property, patents, software, products, processes and technology;

9) trade secrets; and

10) any other information that derives or may derive economic value, either directly or indirectly, from being confidential and/or proprietary to the City.

B. The Contractor shall ensure that at all times that the Recipients keep all Confidential

Information confidential and hold all Confidential Information in trust and confidence, and shall not disclose any of the Confidential Information to any other person or third party, except as expressly permitted herein or by applicable law.

C. The Contractor shall ensure and be responsible for the following:

1) Each Recipient shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination and/or publication of the Confidential Information as the Recipient uses to protect its own confidential and/or proprietary information of a like nature. The Confidential Information shall be used by the Recipients only as necessary to perform this Agreement, and the Recipients shall not modify, reverse engineer, disassemble, alter, create other works from or confusingly or substantially similar to, or otherwise use the Confidential Information for their or any third party’s profit or benefit.

2) Each Recipient agrees to share the Confidential Information only with a limited number of the Recipient’s directors, officers, employees, financing sources, legal counselors, consultants, and agents who need to know such information in connection with the performance of this Agreement (collectively, the “Representatives”). The Recipient shall not disclose any of the Confidential Information to the Recipient’s affiliates until the City has given its approval in writing, which approval may be withheld by the City in its sole discretion. If the

City gives it written approval, the Recipient shall ensure that all individuals who are given access to the Confidential Information (a) are provided a copy of this Agreement and specifically informed of the confidential nature of the Confidential Information, and (b) agree to be bound by and will conduct their work in accordance with the terms of this Agreement. Regardless, the

Recipient shall be responsible for any breach of this Agreement by any and all of those who gain access to any of the Confidential Information via or on behalf of the Recipient.

3) Upon termination of this Agreement or earlier upon demand by the City, all of the Confidential Information, including copies, written notes, photographs, and memoranda thereof or relating thereto – whether or not produced or provided by the City – shall be destroyed or returned to the City Manager at the address specified in Section 22 below, unless otherwise authorized in writing by the City. Destruction of such documents shall be certified by an officer of the Recipient. The Recipient shall waive, and cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with such remedy

4) Notwithstanding the foregoing, in the event that a Recipient is required by law or regulation to disclose any of the Confidential Information, the Recipient shall: (a) provide the City with prompt notice of such requirement prior to the disclosure; (b) give the City all available information, reasonable assistance and necessary authority to enable the City to take the measures that the City, in its sole discretion, may deem appropriate or necessary to protect the

Confidential Information from disclosure; (c) cooperate fully with the City in contesting such disclosure and/or in obtaining a protective order; and (d) limit what is disclosed to the maximum extent possible under law or regulation.

D. A Recipient’s obligation hereunder to hold the Confidential Information confidential does not apply to any of the Confidential Information that the Recipient shows (a) was or is published or otherwise made available to the general public through no act or failure to act on the part of the Recipient; or (b) was known to the Recipient at the time of the Recipient acquired access to or came into possession of the Confidential Information.

12. COMPLIANCE WITH LAWS.

A. The Contractor and all subcontractors and agents shall, in the performance of this

Agreement, comply with all applicable federal, state, and local laws, ordinances, regulations, and policies, including certification and operation of facilities, programs, and accreditation, obtaining all necessary permits and licenses, including the licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of services.

B. The Contractor specifically agrees to pay any applicable fees or charges which may be due on account of this Agreement.

13. ASSIGNMENTS/SUBCONTRACTING.

A. The Contractor shall not assign or delegate its rights or obligations under this

Agreement or any portion of this Agreement without the written consent of the City Manager or his designee. Any such consent must be sought in writing by the Contractor not less than thirty

(30) days prior to the date of any proposed assignment or delegation. The City Manager or his designee reserves the right to reject without cause any such assignment or delegation.

Notwithstanding the foregoing, claims for compensation due or to become due the Contractor from the City under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Written notice of any such assignment shall be promptly furnished to the City Manager.

B. Any rights, work or services assigned or delegated hereunder and any subcontract or sub-subcontract shall be subject to procurement procedures where applicable as set forth in local, state and/or federal statutes, ordinances, regulations and guidelines as well as each provision of this Agreement, which must be acknowledged and agreed to in writing by each such assignee, delegatee, subcontractor, and sub-subcontractor.

C. Any subcontract and sub-subcontract not listed in this Agreement must have express advance written approval by the City. Every approved subcontractor and sub-subcontractor must provide its federal tax identification number (i.e., Social Security Number for an individual; Employer Identification Number for all others).

14. PAYMENT TO SUBCONTRACTORS.

A. Within seven (7) days following receipt of payments made pursuant to this

Agreement, the Contractor shall take one of the following actions with regard to subcontractors:

1) Pay the subcontractor its proportionate share of the total payment received from the City for the work performed by the subcontractor; or

2) Notify the City Manager and the subcontractor, in writing, of the

Contractor’s intention to withhold all or a part of the subcontractor’s proportionate share of the payment from the City and the reason(s) for nonpayment.

B. The Contractor shall pay interest to all subcontractors on all amounts owed by the

Contractor to subcontractors that remains unpaid after seven (7) days following receipt by the

Contractor of a payment made pursuant to this Agreement by the City. The interest required by this Subsection will accrue at the rate of one percent (1%) per month. The interest requirement set forth in this Subparagraph shall not be construed to be an obligation of the City and this Agreement shall not be amended or modified for the purpose of providing reimbursement for such interest charges.

C. The Contractor shall include in each of its subcontracts a requirement that each subcontractor include or otherwise be subject to the payment and interest requirements of this

Section with respect to sub-subcontracts.

15. PROHIBITED INTEREST.

No officer or employee of the City shall have any interest, direct or indirect, in this

Agreement or the proceeds hereof.

16. CHANGES.

Either party may request changes or additions to the Scope of Services and performance to be provided hereunder; provided, however, that no change or addition to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and signed by both parties. Any such change or addition shall be attached to and made part of this Agreement as an amendment.

17. MODIFICATIONS TO TASKS AND MISCELLANEOUS PROVISIONS.

A. All work proposed by the Contractor is based on current government ordinances and fees in effect as of the date of this Agreement.

B. Any changes to the scope or cost of the services proposed by this Agreement resulting from a change to current government ordinances and/or fees may, at the sole option of the City, be treated as work outside the Scope of Services pursuant to Subsection 3D above or deleted from the Scope of Services.

C. The City shall make provision for access to the property and/or project and adjacent properties as necessary for performing the services contemplated herein.

18. TERMINATION; DEFAULT AND REMEDY.

[A. If funds are not appropriated by the Governing Body for the purposes of this

Agreement for any fiscal year (from and including July 1 through and including the following June

30) subsequent to the fiscal year in which this Agreement is entered into, then the City may terminate this Agreement by providing at least thirty (30) days’ advance written notice to the

Contractor.]

- OR -

[A. Except as otherwise provided in this Agreement, either party may terminate this

Agreement for convenience at any time by providing at least thirty (30) days’ advance written notice of such termination to the other party.]

B. In addition to any other reason provided in this Agreement, the City may terminate this Agreement, and any work or delivery required hereunder, from time to time either in whole or in part, for any of the following reasons.

1) If the Contractor or any subcontractor substantially violates any of the provisions of this Agreement;

2) If the Contractor substantially fails to perform any part of this Agreement;

3) If the Contractor repeatedly fails or becomes unable to perform the services under this Agreement as required herein, or fails to provide services under this Agreement for a period of seventy-two (72) hours;

4) If the Contractor (i) becomes insolvent in a bankruptcy sense; (ii) is generally not paying its debts as they become due, or within a reasonable time thereafter; (iii) suffers, voluntarily or involuntarily, the entry of an order by any court or governmental authority authorizing the appointment of or appointing of a custodian, receiver, trustee, or other officer with similar powers with respect to it or any portion of its property which remains undismissed for a period of ninety (90) days; (iv) suffers, voluntarily or involuntarily, with or without judicial or governmental authorization, any such custodian, receiver, trustee, or other officer with similar powers to take possession of any part of its property which third party remains in possession for an excess of ninety (90) days; (v) suffers, voluntarily or involuntarily, the filing of a petition respecting an assignment for the benefit of creditors which is not dismissed for a period of ninety

(90) days; (vi) be dissolved; (vii) becomes the subject of any proceeding, suit, or action at law or in equity under or relating to any bankruptcy, reorganization or arrangement of debt, insolvency, readjustment of debt, receivership, liquidation, or dissolution law or statute or amendments thereto to be commenced by or against it or against any of its property which remains undismissed for a period of ninety (90) days; (viii) voluntarily suspends substantially all of its business operations;

(ix) is merged with, acquired by, or otherwise absorbed by any individual, corporation, or other business entity or organization of any kind except for any individual corporation or other business entity or organization which is controlled by, controlling, or under common control with the

Contractor; or (x) takes action for the purpose of any of the foregoing, C. Termination shall be effected by providing a written notice of termination (a

“Notice”), signed by the City Manager or the ________________ Director, to the Contractor, which will state the extent and effective date of termination. For a termination for cause, the

Notice will also state the manner in which the Contractor is in default and the cure period, if any.

The Contractor will only be paid for services performed in accordance with the manner of performance set forth in this Agreement.

D. The Contractor shall be paid its costs, including contract close-out costs, on work performed up to the time of termination. Upon receipt of a Notice, the Contractor shall:

1) Cease any further deliveries or work due under this Agreement, on the effective date and to the extent that is specified in the Notice.

2) Place no further orders with any subcontractors, except as may be necessary to perform that portion of this Agreement not subject to the termination.

3) Terminate all subcontracts except those made with respect to contract performance not subject to the termination.

4) Settle all outstanding liabilities and claims which may arise out of such termination, with the ratification of the City’s Finance Director.

5) Use its best efforts to mitigate any damages which may be sustained by the

Contractor as a consequence of termination under this section.

6) Account for any property in its possession belonging to the City and dispose of it in a manner as directed by the City.

E. After complying with the provisions of subsection D above, the Contractor shall, no later than six (6) months after the effective date of the termination, submit to the City Manager or the ________________ Director a termination claim.

F. If the Contractor fails to perform any part of this Agreement during an emergency declared by the City Manager or other authorized official, and such failure seriously threatens the health, safety or welfare of the City’s citizens, the City Manager or his designee may, in his sole discretion, provide verbal notice to the Contractor of his intention to terminate the services of the

Contractor and, if after serving such verbal notice the violation is not corrected to the City

Manager’s reasonable satisfaction by the deadline stated in such verbal notice, the City may then terminate this Agreement and take over the work and prosecute it to completion by contract or by any other method it may deem advisable. The Contractor shall treat such verbal notice as a Notice and shall comply with the provisions of subsection D above. Any such verbal notice shall be followed by a written Notice memorializing the verbal notice, said written Notice to be provided within a reasonable period of time, taking into consideration the nature and extent of the emergency.

G. The Contractor shall be liable to the City for all reasonable costs occasioned by the

City in taking over the work and prosecuting it to completion following termination of this

Agreement for cause. The Contractor shall make payment promptly upon demand by the City.

H. The Contractor shall continue the performance of this Agreement to the extent not terminated under the provisions of this section.

I. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.

19. DISPUTES; APPEALS.

A. Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by this Agreement shall be decided by the ________________ Director. The decision of the ________________ Director shall be final and conclusive unless the Contractor submits to the City Manager a written and signed request for a hearing on the dispute no later than two (2) weeks following the date of such decision.

B. If the City terminates this Agreement or any work or delivery required hereunder pursuant to the provisions of subsection 18B or 18F above, the Contractor may submit to the City

Manager a written and signed request for a hearing on the termination no later than two (2) weeks following its receipt of the Notice.

C. The City Manager shall hold a hearing on the dispute or termination within two (2) weeks following receipt of the request for a hearing from the Contractor. The Contractor will be afforded an opportunity to be heard by the City Manager and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Contractor will proceed diligently with the performance of this Agreement and in accordance with the City’s decision. The decision of the City Manager shall not be arbitrary or unreasonable and will be made within thirty (30) days following the hearing.

D. The Contractor shall not bring an action against the City, its officers, employees, or agents arising out of or relating to a dispute or termination before the decision has been issued by the City Manager. The City Manager’s decision shall be final unless the Contractor brings an action against the City in a court of competent jurisdiction in Prince William County, Virginia or the United States District Court for the Eastern District of Virginia, Alexandria Division, within six (6) months following the City Manager’s decision.

20. NONDISCRIMINATION.

A. During the performance of this Agreement:

1) The 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 the Contractor. The

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

2) The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such 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.

B. The Contractor will include the provisions of the foregoing Subsection A in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

21. DRUG-FREE WORKPLACE.

A. During the performance of this Agreement, the Contractor agrees to (i) provide a drug-free workplace for the 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 the 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 behalf of the Contractor that the 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.

B. For the purposes of this section, “drug-free workplace” means a site for the performance of work done by the Contractor in connection with this Agreement, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of this

Agreement.

22. COMPLIANCE WITH FEDERAL IMMIGRATION LAW.

The Contractor does not, and shall not during the performance of this Agreement, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control

Act of 1986.

23. THIRD PARTY RIGHTS.

Nothing herein is intended to confer rights of any kind in any third party. No member, officer, or employee of the City shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.

24. NOTICE.

Except for notice provided to the parties in accordance with the procedures established for requesting work set forth in the Scope of Services, notice and other correspondence provided for in or required by this Agreement shall be hand delivered or sent by overnight mail, certified U.S.

mail or…