Q66991-VR Solicitation - FINAL.pdf

v. 02-20-2024

REQUEST FOR QUOTES

RFQ No. Q66991-VR

Issue Date: July 16, 2024

County of York, Virginia

CENTRAL PURCHASING

120 Alexander Hamilton Blvd.

Yorktown, VA 23690

Phone: (757) 890-3680 https://www.yorkcounty.gov/571/Central-Purchasing

Title:

TRANSLATING SERVICES: STUDENT HANDBOOKS AND OTHER

DOCUMENTS.

Quotes Due: Thursday, August 1, 2024 by 10:00 AM, local prevailing time

Project overview: The purpose of this Request for Quotes is to contract with a company that can provide translation services annually and on an as-needed basis to the York

County School Division for Student Handbooks and other documents as needed. The items will be translated from English to five (5) different languages: Spanish-standard, not Latin version, Korean, Gujarati, Chinese, (Mandarin), Arabic (modern standard), and potentially other languages to be added at a later date. (hereinafter the “Project”)

Method of Quote

Submittal Email the quote to the Contract Officer named on page one of this solicitation document, or deliver a paper copy to the Central Purchasing office.

DO NOT SUBMIT YOUR RESPONSE THROUGH eVA. Only responses submitted directly to Central Purchasing will be considered.

Quote Reading: There is no public opening or reading aloud of quotes.

As soon as practical, the County posts tabulations on eVA, Virginia’s eProcurement

Portal. A direct link to all York County solicitations on eVA is available on Central

Purchasing’ webpage (https://www.yorkcounty.gov/571/Central-Purchasing).

Questions: Email the quote to the Contract Officer named on page one of this solicitation document, or deliver a paper copy to the Central Purchasing office. Questions or comments related to this solicitation shall be directed to the Contract Officer not later than 1:00 p.m. on Monday, July 22, 2024. All questions shall be submitted in writing (email is preferred). Telephone inquiries will not be accepted.

DO NOT SUBMIT YOUR RESPONSE THROUGH eVA. Only responses submitted directly to Central Purchasing will be considered.

Contract Officer: Victor Robinson, Buyer I, victor.robinson@yorkcounty.gov

The County School Board of York County, Virginia (the “Board”) is seeking quotes from qualified firms (the

“Bidder”, “Vendor” or “Contractor”) to furnish the goods and/or services described herein.

This solicitation is posted on eVA, Virginia’s eProcurement Portal (www.eva.virginia.gov) and is available for free download. A direct link to all York County solicitations on eVA is available on Central Purchasing webpage (https://www.yorkcounty.gov/571/Central-Purchasing) by selecting “Solicitations” from the left side bar. Offerors and potential subcontractors may communicate and collaborate using the B2B Connect tab on the eVA solicitation webpage.

https://www.yorkcounty.gov/571/Central-Purchasing https://www.yorkcounty.gov/571/Central-Purchasing http://www.eva.virginia.gov/ https://www.yorkcounty.gov/571/Central-Purchasing

Translating Services: Documents and Student Handbooks (RFQ) Q66991-VR

For purposes of this solicitation, the following definitions shall apply:

“Board” or “Owner”: The York County School Board, for which the County is acting as agent.

“Contractor”: The legal entity to whom an award is made as a result of this solicitation.

Table of Contents

Terms Conditions and Specifications

Section A – Specifications/Scope of Work

Section B – Quote Process Section C – Contract Specific Terms and Conditions Section D – General Terms and Conditions

Attachments

Completed and Signed Quote Form (Attachment A)

Completed Price Page (Attachment B)

Completed SWAM Form (Attachment C)

Completed W-9 (Attachment D)

Completed Company Certification (Attachment E)

Exhibits

Exhibit I - SAMPLE Contract/Agreement

SECTION A

SPECIFICATIONS

1. PURPOSE: The purpose of this Request For Quotes (RFQ) is to solicit quotes to furnish / provide translation services annually and on an as-needed basis to York County School Division for a variety of documents, the Student Handbook, and various other printed items.

The Student Handbooks and other documents will be translated from English to five (5) different languages; Spanish (standard not Latin version), Korean, Gujarati, Chinese (Mandarin), Arabic

(modern standard), and potentially other languages to be added at a later date. (hereinafter the

“Project”).

2. SPECIFICATIONS:

Translate Student Handbooks (see attachment for electronic sample of Student Handbook) for the top five (5) different languages. Spanish (standard not Latin version), Korean, Gujarati, Chinese (Mandarin), Arabic (modern standard).

Potential additional languages to be added in the future such as:

Bengali, Mongolian, German, Farsi, Vietnamese, Tagalog, Urdu, French, Russian, Hindi.

Additionally, the selected vendor should be able to accommodate translation requests for these other languages upon request.

Services may include the translation of student enrollment forms, consent forms and academic records, special education records, Individualized Education Programs (IEPs), evaluations, 504 plans, parent communication materials, school policies, handbooks, procedural documents, educational resources, curriculum material, instructional guides, and other school related documents upon request.

Final translated product to be formatted in MS Word and in PDF format

Final translated product shall be delivered electronically to School Board’s authorized officer

Compare previously translated versions of documents for updated/revised text and only charge for updated/revised text, including discounted rates for previously translated items

SECTION B

QUOTE PROCESS

1. eVA REGISTRATION

a. In order to participate in County of York solicitation opportunities, Bidders/Offerors are not required to be registered in eVA. However, because the County uses eVA to post awards, eVA registration by the selected firm(s) may become necessary. Award of a County of York contract as a result of this solicitation will not result in the assessment of a fee from eVA.

b. eVA registration provides access to many free services and tools including automated placement on bidders lists and email/fax notifications for business opportunities with Virginia State Agencies, Colleges and Universities, as well as many Local Governments.

c. DO NOT SUBMIT YOUR RESPONSE THROUGH eVA. Only responses submitted directly to Central Purchasing will be considered.

2. QUOTE PREPARATION AND SUBMISSION REQUIREMENTS

a. Quotes will be received by the office of Central Purchasing, County of York, Virginia, through the due date and hour shown on the first page of this solicitation (local prevailing time). Email the quote to the Contract Officer named on page one of this solicitation document, or deliver a paper copy to the Central Purchasing office). There is NO public opening for this solicitation.

1. Include the following information on the Subject Line of the e-mail (or outside of the envelope of a paper copy delivered to the Central Purchasing office).

Quote Number, Due Date, Title of Quote

2. Unless changed by an addendum issued by Central Purchasing, the date and time specified for submittal shall be as specified on page one of this RFQ, regardless of whether or not the office is open. (emailed responses are preferred)

b. Quotes will not be accepted if submitted by any other method than as specified in “a” above.

c. All quotes shall be submitted on and in accordance with this form. Failure to return required documents and information specified herein may result in a determination that the quote is non-responsive. All costs associated with preparing a quote are the Bidder’s responsibility.

d. The solicitation document as posted by Central Purchasing shall be considered the official copy. In the case of any inconsistency between quote documents submitted to the County, but not clearly listed on the exception page of the document as an exception by the Bidder, the language of the official copy shall prevail. Furthermore, any exception or changes to the specifications made by the

Bidder may be cause to disqualify the quote from award consideration.

e. If this solicitation requests information in an electronic format, all electronic files uploaded must be in a common format accessible by software programs the County uses. Those common formats are generally described as Microsoft Word (.doc or .docx), Microsoft Excel (.xls or .xlsx), Microsoft

Power Point (.ppt or pptx), or Adobe Portable Document Format (.pdf.). Offerors will not secure, password protect or lock uploaded files; the County must be able to open and view the contents of

NOTE: Direct contact with anyone other than the County of York, Virginia Central Purchasing, including other School Division or County departments or the their consultants, regarding this

Request For Quotes (RFQ) is expressly forbidden except with the permission of the Contract Officer.

Violation of this directive may result in a determination that the Bidder is ineligible for award.

the file. Offerors will not disable or restrict the ability of the County to print the contents of an uploaded file. Scanned documents or images must be of sufficient quality, no less than 150 dpi, to allow for reading or interpreting the words, drawings, images or sketches. The County may disqualify any Submittal Response that does not meet the criteria stated in this paragraph.

f. Quotes received in Central Purchasing after the due date and time may not be accepted or considered.

It will be the responsibility of the Bidder to see that his quote is in Central Purchasing by the specified time and date. There will be no exceptions. Failure to return required documents and information specified herein may result in a determination that the quote is non-responsive.

g. The County’s receipt of a quote document is not to be construed as a determination that the quote document is responsive, nor shall receipt of a quote document be construed as an award or an order to provide goods or services.

h. All quotes must be signed by an officer or employee having the authority to sign on behalf of the firm.

i. Prices shall be stated in units of quantity specified. No additional charges shall be passed on to the

County, including any applicable taxes, delivery, or surcharges. Prices quoted shall be the final cost to the County.

j. All prices and notations should be in ink or typewritten. Mistakes may be crossed out and corrections made in ink and must be initialed and dated in ink by the person signing the quote.

k. Prices shall be entered on and in accordance with the quote form. In case of an error in the calculation of cost based on multiple units of the same item, the unit price shall govern and the correct amount will be calculated by the County. In case of an error in the total cost, the individual line items shall govern and the summation will be calculated by the County. When included on the quote form, failure to provide unit pricing may result in a determination of non-responsiveness.

l. The Terms and Conditions in this Request For Quotes shall supersede any terms and conditions of the Bidder’s quote. Notwithstanding the preceding sentence, all provisions of the contract regarding insurance, indemnification and duty to defend shall be interpreted to Virginia Law to be consistent with Virginia Code §11-4.4. Any additional conditions a Bidder intends to be considered must be submitted as part of the quote and be indicated on the Exceptions section of the Quote Form. Such exceptions may result in the quote being determined non-responsive.

m. The Specifications, Scope of Work, Item Descriptions, etc. shall supersede any additional writings submitted by the Bidder. Such writings shall be clearly marked and noted by the Bidder on the exception page.

n. Unless otherwise stipulated as “No Substitute” in this solicitation, the name of a certain brand, make or manufacturer shall not restrict bidders to the specific brand, make or manufacturer named and shall be deemed to convey the general style, type, character, and quality of the article desired.

However, if submitting a bid on goods and/or services other than as specified, the Bidder shall so note on the Exceptions section of the Bid Form and include with the submitted bid documentation supporting equivalency to that which is specified by the Owner in the solicitation. The burden of proof as to the comparative quality and suitability of alternative equipment, articles or materials shall be upon the Bidder. The Owner shall be the sole judge as to the comparative quality and suitability of alternative equipment, articles or materials and the Owner’s decisions shall be final.

Any article that the Owner in its sole discretion determines to be the equal of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted.

Unless the Contractor’s bid notes that the goods and/or services would be other than as specified by the Owner, then the exact goods and/or services specified in the Solicitation shall be provided.

Although not required, the Owner recommends that requests for approval of alternate products be submitted in writing to the Contract Officer a minimum of seven (7) calendar days prior to the due date and time of the solicitation. The request should include documentation supporting equivalency to that which is specified by the Owner in the solicitation. If the Owner in its sole discretion determines the proposed alternates to be the equal of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, then an addendum to the solicitation will be issued to notify all potential bidders that the alternate will be accepted.

o. The apparent silence of these specifications and any supplemental specifications as to any detail or the omission from the specifications of a detailed description concerning any point shall be regarded as meaning only the best commercial practices are to prevail and correct type, size and design are to be used. All interpretations of these specifications shall be made on the basis of this statement.

p. Bidders may request withdrawal of their quotes from consideration due to error by giving notice not later than two business days after quotes are due. Work papers showing evidence of error(s) may be required. Upon request, administrative withdrawal procedures will be provided that shall be used for that purpose.

q. A quote by a Bidder certified that they are not currently debarred or suspended by a local, state or federal government entity from doing business with that entity. If a debarment or suspension exists, supporting information shall be provided with the response. Suspension or debarment may disqualify the Bidder from award of a contract.

r. Quote submittals (including all documents, schedules, reports, plans and other attachments) shall become the property of the County of York, VA and/or any agency of the County, and/or any political subdivision for whom the County of York, VA issues this solicitation, and documents will not be returned to the Bidder.

SECTION C

CONTRACT SPECIFIC TERMS AND CONDITIONS

1. QUESTIONS: Questions regarding this Request For Quotes (RFQ) must be received prior to the date and time posted on the cover page.

2. METHOD OF AWARD: The County will make a single award based on the Total Price for New

Translation to the lowest responsive and responsible Bidder.

3. CONTRACT/AGREEMENT: Following award, a contract will be executed between the Bidder and the County. A sample contract is included in this Request For Quotes. Do not return the sample contract with the bid; it is provided for informational purposes only.

4. CONTRACT MODIFICATIONS: Any modifications made to the Contract must be approved by the Central Purchasing office in advance.

5. CONTRACT PERIOD/ RENEWAL:

The initial contract period will be for one year from date of award and continue through June 30, 2025 with the option to renew, at the Board’s sole discretion, for four (4) additional one (1) year periods. If a determination is made by the Purchasing Agent that circumstances warrant, a contract extension, under the terms and conditions contained herein, may be considered for up to six (6) months following the end of the final one year renewal period upon mutual agreement of the County and Contractor.

6. DELIVERY OF GOODS/SERVICES: The time of proposed delivery must be stated in definite terms. Delivery tickets shall show quantity, description, unit price, total price, purchase order number.

All items are to be delivered within thirty (30) calendar days from the date of the order (release) unless otherwise specified. Deliveries shall be made between the hours of 8:00 a.m. and 3:00 p.m. Monday through Friday, excluding Board holidays and be made to: YCSD-Warehouse, 505 Cook Road, Yorktown, VA 23692.

Delivery tickets shall show quantity, description, unit price, total price, purchase order number and release number.

DELIVERY, TRANSPORTATION AND PACKAGING: Except when otherwise specified herein, all items shall be F.O.B. Destination to any point within the County of York, Virginia, or as may otherwise be specified herein. Freight shall be prepaid by the Contractor, and included in the bid price.

By submitting a bid, the Bidder/Offeror certifies and warrants that the price offered for F.O.B.

Destination includes only the actual freight rate costs at the lowest and best rate and is based upon the actual weight of the goods to be shipped. Except as otherwise specified herein, standard commercial packaging, packing and shipping containers shall be used. All shipping containers should be legibly marked or labeled on the outside with purchase order number, commodity description, and quantity.

7. METHOD OF ORDERING: Receipt of a Purchase Order constitutes the authorization to provide the goods or services specified on the order.

NOTE: The County operates on a fiscal year basis from July 1 through June 30 of each year. Should

Blanket Purchase Orders be issued, they are valid through the end of the current fiscal year. New purchase order(s) are issued at the beginning of each fiscal year to cover the remainder of the then current contract period.

8. INVOICING: The purchase order number shall be included on each invoice and packing slip. Failure to include this information will delay payment. Invoices shall be sent to the address specified on the

County issued Purchase Order or Contract.

9. PAYMENT: Payment will be authorized following receipt of a valid invoice (including Purchase

Order Number, Line Item Number(s), Description of Goods and Services, Unit Prices, Total Price) and delivery of goods or completion of services according to specifications and subject to inspections.

10. PAYMENT TERMS:

a. Payment terms shall be “Net 30 Days" unless otherwise stated in the Bidder’s bid or if otherwise negotiated. Alternate terms may be included in the bid for prompt payment of bills.

b. The payment terms stated herein must appear on the Contractor’s invoice. Failure to comply with this requirement may result in the invoice being returned to the Contractor for correction.

c. Late payment charges shall not exceed 1% per month of the invoice amount due.

d. If offered by the Bidder, a payment discount period shall be computed from the date of proper receipt of a valid invoice, or from the date of acceptable receipt of the goods and/or services, whichever is latest.

e. Invoices for goods or services ordered, delivered and accepted shall be submitted directly to the

“Invoice To” address shown on the purchase order or Contract. All invoices shall show the

Purchase Order or Contract number. Any payment terms requiring payment in less than thirty

(30) days will be regarded as requiring payment thirty (30) days after invoice or delivery, whichever occurs last. However, this shall not affect bid terms or discounts for payment in less than thirty (30) days.

11. ALTERNATIVES:

There shall be NO SUBSTITUTE of the items specified by the Owner; the exact goods and/or services specified in the solicitation shall be provided.

12. WARRANTY: The Bidder warrants the goods/services furnished to be of the highest quality and be free from defects for a period of one year from the date of delivery or installation and shall carry the standard manufacturer’s warranty. Replacements shall be made by the Contractor at no cost and to the satisfaction of the County.

SECTION D

GENERAL TERMS AND CONDITIONS

Rev: 10/26/2023

1. ETHICS IN PUBLIC CONTRACTING: All provisions contained in County of York, Virginia

(“County”) Ordinance 23-3 shall be applicable to all contracts solicited or entered into by the County.

By submitting its bid, the Bidder certifies that its bid is made without collusion or fraud and that it has not offered or received any kickbacks or inducements from any other Bidder, supplier, manufacturer or subcontractor in connection with its bid, and that it has not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

The Bidder certifies that to the best of his knowledge, no employee of the County, nor any member thereof, nor any public agency or official impacted by the solicitation or resulting contract has any pecuniary interest in the business of the Bidder, and that no person associated with the Bidder has any interest that would conflict in any manner with the performance of the Contract resulting from this solicitation.

2. PROHIBITED CONTACTS: Direct contact with anyone other than the County of York, Virginia

Central Purchasing, including any departments of or consultants to the County, regarding this

Invitation For Bids is expressly forbidden except with the permission of the Contract Officer.

Violation of this directive may result in a determination that the Bidder is ineligible for award.

3. SMALL, WOMEN-OWNED MINORITY AND SERVICE DISABLED VETERAN-OWNED

BUSINESS ENHANCEMENT: Economic value may be achieved through the enhancement of small businesses (SBE), women-owned businesses (WBE), minority businesses (MBE), and service disabled veteran-owned small business (SDV), collectively known as SWAM. Contractors and potential subcontractors are encouraged to communicate and collaborate using the B2B Connect tab on the solicitation webpage on eVA.

4. FAITH BASED ORGANIZATIONS: In accordance with Section 2.2-4343.1 of the Code of Virginia,

et. seq., the County does not (i) discriminate against a faith-based organization as defined in the Code of Virginia Section 2.2-4343.1 (B) on the basis of the organization’s religious character or (ii) impose condition that (a) restrict the religious character of the faith-based organization, except as provided in subsection F of Section 2.2-4343.1 of the Code of Virginia, or (b) impair, diminish, or discourage the exercise of religious freedom by the recipients of such goods, services or disbursements.

5. MANDATORY USE OF COUNTY’S FORM: All responses to an Invitation for Bids (IFB) must be submitted on and in accordance with the Bid Form. If more space is required to furnish a description of the commodities and/or services offered or delivery terms, the Bidder may attach a letter hereto which will be made a part of the bid. All bids must be submitted in a sealed envelope plainly marked with the

IFB number, date and time of the bid opening.

6. BID SUBMITTAL CONSTITUTES AN OFFER: The submittal of a bid by a Bidder is an offer to sell. Each bid is received with the understanding that the acceptance in writing by the County of the

Bidder to furnish any or all of the goods and/or services described therein, shall constitute a contract between the Bidder and the County, which shall bind the Bidder on his part to furnish and deliver the goods and/or services quoted at the prices stated and in accordance with the conditions of the accepted bid; and the County on its part to order from such Bidder, except for causes beyond reasonable control;

and pay for, at the agreed prices, all goods and/or services specified and delivered. The County’s written acceptance on behalf of the County may take the form of a Purchase Order and/or a written

Agreement/Contract.

7. COOPERATIVE PURCHASE: If authorized by the Offeror, the Contract resulting from this Request for Proposals may be extended to other public bodies, public agencies or institutions within the United

States to purchase at contract prices and terms. Any public entity that uses the Contract shall place its own order(s) directly with the Firm(s). The County of York, Virginia is not a party to such contracts and is not responsible for placement of orders, payment or discrepancies of the participating jurisdictions. It is the Offeror’s responsibility to notify the jurisdictions of the availability of contract(s). Offerors who do not wish to extend the terms, conditions and prices to other public entities shall so indicate in the proposal.

8. AUTHORIZATION TO TRANSACT BUSINESS:

Commonwealth of Virginia

All Offerors organized or authorized to transact business in the Commonwealth pursuant to Title

13.1 or Title 50, as amended, shall provide the identification number issued to it by the State

Corporation Commission. Any Offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50, as amended, or as otherwise required by law shall include in the Proposal a statement describing why the Offeror is not required to be so authorized.

Any business entity that enters into a contract with a public body pursuant to this chapter shall not allow its existence to lapse or its Certificate of Authority or Registration to Transact Business in the

Commonwealth, if so required under Title 13.1 or Title 50, as amended, to be revoked or cancelled at any time during the term of the contract. The County may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section. Visit https://www.scc.virginia.gov/ for more information.

Department of Professional and Occupational Regulation (DPOR)

Contracts for services falling under the jurisdiction of Department of Professional and Occupational

Regulation (DPOR) require that the Contractor hold a business license issued by the Virginia Board for Contractors. The Contractor shall not allow its license to lapse, be revoked or cancelled at any time during the term of the contract. The County may void any contract with a business entity if the business entity fails to maintain its license in good standing. Reference DPOR professions at:

https://www.dpor.virginia.gov/sites/default/files/Records%20and%20Documents/reg_pop.pdf

County of York, Virginia

Businesses with whom the County does business shall comply with County of York, Virginia

Business License requirements. Contact the Commissioner of the Revenue’s office for requirements

(757-890-3383).

9. ENTIRE AGREEMENT: The contract resulting from this Invitation For Bids and any additional or supplementary documents incorporated herein by reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. This contract shall not be modified, altered, changed or amended unless in writing and signed by the parties hereto and approved by the Central Purchasing office in advance.

10. HEADINGS: The headings used in this solicitation and any resulting contract are for convenience only and are not to be construed to have legal significance.

11. SEVERABILITY: If any provision of the Contract resulting from this Invitation For Bids or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the https://www.scc.virginia.gov/ https://www.dpor.virginia.gov/sites/default/files/Records%20and%20Documents/reg_pop.pdf remainder of this Contract, or the application of such provision to persons or circumstances other than those which it is invalid or unenforceable, shall not be affected, and each provision of this Contract shall be valid and enforced to the full extent permitted by law.

12. NOTICES AND COMMUNICATIONS: Notices and communications related to the Contract resulting from this Invitation For Bids shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by electronic means (e.g., email, facsimile). All notices related to contract award, modifications, renewals, and terminations will be handled through Central

Purchasing. Central Purchasing primarily utilizes email for notices and communications including but not limited to delivery of Purchase Orders, Contract renewals and Contract amendments.

By signing the form included in this solicitation and set out in section 9 of the Bid Form (Form A) with an original signature, and returning the signed solicitation document with your response in accordance with this solicitation’s submittal requirements, you agree that original signatures transmitted and received via facsimile, email or other electronic transmission of a scanned document (e.g., PDF or similar format) are true and valid signatures for all purposes hereunder and shall bind the parties to the same extent as that of an original signature. Any such electronic transmission shall constitute the final agreement of the parties and conclusive proof of such agreement. Any such electronic counterpart shall be of sufficient quality to be legible either electronically or when printed as hardcopy. The County shall determine legibility and acceptability for public record purposes. An Agreement or other communications resultant from this solicitation may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

13. IMMIGRATION REFORM AND CONTROL ACT OF 1986: The Bidder/Offeror certifies that he/she does not and shall not during the performance of the Contract for goods and services in the

Commonwealth of Virginia, knowingly employ unauthorized aliens as defined in the Federal

Immigration Reform and Control Act of 1986, as amended.

A notarized signature on Exhibit B included in this solicitation is not required to be submitted with your bid/proposal, but shall be required of the Contractor selected for Contract award. However, failure to sign and include the “Certification of Compliance with Immigration Laws and Regulations” section of the Bid/Proposal Form may result in the bid/offer being considered non-responsive.

14. DRUG FREE WORKPLACE: If awarded a contract as a result of this solicitation, the Bidder/Offer agrees that, during the performance of the contract, the it will (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 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 subcontracted vendor.

For the purposes of this subsection, “A drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a Contractor in accordance with this subsection, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

15. NON-DISCRIMINATION: If awarded a contract as a result of this solicitation, the Bidder/Offer agrees that, during the performance of the contract:

a. It will not discriminate against any employees or applicants for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by federal or state law relating to discrimination in employment, except where one or more of these are a bona fide occupational qualification reasonably necessary to the normal operations 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 non-discrimination clause.

b. The Contractor will be and state that he is an equal opportunity employer in all solicitations or advertisements for employees.

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

d. The Contractor will include the provisions of the foregoing paragraphs (a), (b) and (c) in every subcontract or Purchase Order of over ten thousand dollars ($10,000) so that the provisions will be binding upon each subcontracted vendor.

16. AMERICANS WITH DISABILITIES ACT (ADA): If awarded a contract as a result of this solicitation, the Bidder/Offer agrees that, during the performance of the contract, it complies with

Virginia and federal disabilities laws and regulations. (Americans with Disabilities Act of 1990,42

U.S.C. 12101 et seq). Contractor hereby warrants that the products or services it will provide under any resulting Contract complies with the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), and its implementing regulations set forth at Title 36, Code of

Federal Regulations, Part 1194. Contractor agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services at no additional cost to the County. Contractor further agrees to indemnify and hold harmless the County from any and all claims arising out of Contractor’s failure to comply with the aforesaid requirements. Failure to comply with these requirements shall constitute a material breach of any resulting Contract and shall be grounds for termination of that

Contract by the County.

17. LAWS AND REGULATIONS: The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the

Work.

18. GOVERNING LAW AND VENUE: This solicitation and any resulting contract are subject to the laws of the Commonwealth of Virginia and the ordinances and regulations established by the County of

York, Virginia. Any litigation with respect thereto shall be brought in the courts of the County of York, Virginia, or the United States District Court for the Eastern District of Virginia.

19. CONFLICT: In the event of a conflict between the contract documents, the following shall control:

County-issued Contracts take precedence over County-issued Purchase Orders (if issued).

County-issued Contracts take precedence over this solicitation’s Contract Specific Terms and

Conditions.

Contract Specific Terms and Conditions take precedence over this solicitation’s General Terms and

Conditions.

County issued documents shall in all cases prevail over a Contractor supplied document, unless specifically agreed in writing by the County.

20. INDEPENDENT CONTRACTOR: The Contractor and any employees, agents, or other persons or entities acting on behalf of the Contractor shall act in an independent capacity and not as its officials, officers, employees, agents and volunteers of the County.

21. RIGHTS UNDER ANTITRUST LAWS: Upon execution of the Contract, the Contractor assigns to the County any and all rights that it may have under the antitrust laws of the United States and the

Commonwealth of Virginia in any way arising from or pertaining to the bid. This provision is remedial in nature and is to be liberally construed by any court in favor of the County.

22. ASSIGNMENT OF CONTRACT: The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract.

23. TERMINATION FOR CONVENIENCE:

a. The performance of Work under this Agreement may be terminated by the Owner without default in accordance with this section in whole, or in part(s), when funds are not appropriated for the specified goods or services, or whenever the Owner determines that such termination is in the best interest of the Owner. Any such termination shall be effected by delivery to the Contractor of a notice of termination specifying the extent to which performance of Work under the Agreement is terminated, and the date upon which such termination becomes effective. The County will provide as much notice as it deems practical.

After receipt of a notice of termination, and except as otherwise directed by the Owner, the Contractor shall:

1. Stop Work under the Agreement on the date and to the extent specified in the notice of termination.

2. Place no further orders or subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of the Work under the Agreement that is not terminated.

3. Terminate all orders and subcontracts to the extent that they relate to the performance of the Work terminated by the notice of termination.

4. If directed by the owner, assign to the Owner, and as directed by the Owner, all of the right, title and interest of the Contractor under the orders and subcontracts so terminated. The Owner shall have the right and discretion to settle or pay any and all claims arising out of the termination of such orders and subcontracts.

5. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Owner. This approval or ratification will be final for all purposes of this section.

6. Transfer title and deliver to the Owner, as directed by the Owner, the fabricated or unfabricated parts, Work in process, completed Work, supplies, and other materials produced as a part of or acquired in connection with the performance of the Work terminated by the notice of termination, and the completed or partially completed plans, drawings, information and other property which, if the Agreement has been completed, would have been required to be furnished to the Owner.

7. Use his best efforts to sell as directed or authorized by the Owner, property of the type referred to in Paragraph F above; provided, however, that the Contractor shall not be required to extend credit to any purchaser. The proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the Owner to the Contractor under this

Agreement or shall otherwise be credited to the Contract price or cost of the Work covered by this Agreement or paid in such manner as directed by the Owner. The Contractor may acquire any such property under the conditions prescribed and at a price or prices approved by the

Owner.

8. Complete performance of that Work which was not terminated by the Owner.

9. Take such action as may be necessary, or as the Owner may direct, for the protection and preservation of the property related to this Agreement which is in the possession of the Contractor and in which the Owner has, or may acquire, an interest.

10. Within 30 Days after the receipt of the Notice of termination, the Contractor may submit a list to the Owner for approval, certified as to quantity and quality of any or all items of, inventory not previously disposed of, exclusive of items, the disposition of which has been directed or authorized by the Owner, and may request the Owner to remove such approved items or enter into a storage agreement covering the same. Not later than 45 Days thereafter, the Owner will accept title to such approved items and remove them or enter into a storage agreement covering same. The list submitted shall be subject to final verification by the Owner upon removal of the items, or if the items were stored within 45 Days from the date of submission of the list. Any necessary adjustment to correct the list as submitted shall be made prior to final settlement.

11. Within 30 Days after receipt of the notice of termination, the Contractor shall submit to the

Owner his termination claim. Such claim shall be submitted in writing. Upon failure of the

Contractor to submit its termination claim within the time allowed, the Owner may, at its discretion, reject such termination claim. Such termination claim shall include the cost of the following, as applicable:

a. The cost of supplies accepted by the Owner and not previously paid for by the Owner, appropriately adjusted for any saving of freight or other charges.

b. The cost incurred in the performance of the Work terminated, including Initial cost and preparatory expense allocable thereto, but exclusive of any cost attributable to supplies paid or to be paid for by the Owner.

c. The cost of settling and paying claims arising out of the termination of Work under subcontracts or orders which are properly chargeable to the terminated portion of the

Agreement, exclusive of amounts paid or payable on account of supplies or materials delivered or services furnished by subcontractors or vendors prior to the effective date of notice of termination and previously paid for by the Owner.

d. A reasonable amount of profit or commission, which will be determined based on the

Project's specific overhead and expense data at the rate computed in the original Contract

Price or, at the discretion of the Owner, as determined by an audit. The cost of the audit will be borne by the Contractor.

e. Cost of reasonable storage, transportation and other costs incurred in connection with the protection or disposition of property allocable to this termination portion of the Agreement.

f. The total sum to be paid to the Contractor shall not exceed the Contract Price as reduced by the amount of payments previously made, and it’s further reduced by the Contract Price of Work not terminated. Said total sum shall also be reduced by the reasonable value, as determined by the Owner, of property which is destroyed, lost, stolen, or damaged so as to become undeliverable to the Owner or to a buyer.

12. Nothing herein shall modify or change the terms of the Performance and Payment bonds and any remedies available thereunder.

B. [For Multi-term Contracts] Either party may terminate the contract without penalty or financial obligation as of the conclusion of the initial contract term, or as of the completion of any renewal term, except that the parties remain liable for performance of all terms, conditions, and obligations through the date of termination. Written notice of termination shall be given to the other party a minimum of thirty (30) days prior to its effective date.

24. TERMINATION WITH CAUSE/DEFAULT

1. Default by Contractor

1. In the event that the Contractor shall for any reason or through any cause be in default of any of the terms, conditions or obligations of the Contract Documents, the Owner, upon identifying the default, shall give notice of such default to the Contractor. The notice shall be provided in writing, delivered to the Contractor by any available means (e.g.: text, email, facsimile, personal delivery, USPS, or commercial delivery service), or alternatively may be communicated verbally (in person or by phone). The notice shall identify the default. When practicable, the notice may allow the Contractor to cure the default within a specified period of time. If the notice does not specify the length of time allowed for cure, then the Contractor shall have fourteen (14) calendar days to cure the default from the date such notice is sent by the Owner to the Contractor. The time allowed to cure the default does not extend the time allowed for completion of the Contract.

2. Upon failure of the Contractor to cure the default within the specified time, the Owner may immediately terminate the Contract, effective as of the date that the default notice was sent.

3. Upon the Contractor’s failure to satisfactorily cure the default within the stipulated time, the

Owner may, without prejudice to other remedies available to the Owner, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including the Owner’s expenses and compensation for additional services provided by an Architect, if any, made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor or

Contractor’s surety shall pay the difference to the Owner.

4. In the event of violations of law, safety or health standards and regulations, the Contract may be immediately terminated by the Owner and provisions herein with respect to Contractor’s opportunity to cure default shall not be applicable. The Contractor shall remain liable for performance of all terms, conditions, and obligations through the date of termination.

5. Upon termination, the Contractor shall withdraw its personnel and equipment, cease performance of any further Work under this Agreement, and turn over to the Owner any Work in process for which payment has been made.

6. If the Owner terminates the Contract due to default, the Contractor shall remain liable for performance of all terms, conditions, and obligations through the effective date of termination.

7. Termination of the Contract due to default shall not modify or change the terms of the

Performance and Payment bonds, nor the remedies available thereunder, nor otherwise relieve the surety, if any, of its obligations thereto.

8. Failure of the Contractor to perform the obligations of the contract may result in debarment of the Contractor for a period of up to three years.

9. Termination and/or debarment of the Contractor shall not constitute a waiver by the Owner of any other rights or remedies available to the Owner by law or contract.

10. In lieu of termination of the contract, the Owner at its sole discretion may approve a change order allowing alternative contract time, materials and/or methods.

2. Contractor’s Right to Terminate the Agreement [For Service or Construction Contracts only]

Should the Work be stopped for a period of 90 Days or more, through no fault of the Contractor, or should the Owner fail to pay the Contractor any payment within a reasonable length of time after said payment shall become due, the Contractor may, upon seven (7) Days written notice to the

Owner, stop Work, or terminate the Agreement and recover from the Owner payment for all Work executed, however, the total recovery from Owner shall not exceed the Contract Price.

25. AVAILABILITY OF FUNDS: It is understood and agreed between Contractor and County that County shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purchase of goods and/or services under the Contract resulting from this solicitation.

The Contract shall be deemed in force only to the extent of appropriations available to each department for the purchase of such goods and/or services. The County’s extended obligations on contracts that include funding through successive fiscal periods shall be contingent upon actual appropriations for the successive periods (additional years).

26. RIGHTS AND REMEDIES NOT WAIVED: In no event shall a payment by the County to the

Contractor, or the waiver by the County of any provision under this Contract including any obligation of the Contractor, constitute or be construed as a waiver by the County of any other provision, obligation, breach of covenant, or any default which may exist under this Contract on the part of the Contractor, and the making of any such payment by the County while any such breach or default exists shall not impair or prejudice any rights or remedies available to the County.

27. WAIVER OF BREACH: The County’s waiver of a breach of the terms and provisions of this Contract at any time or times by the Contractor shall not be deemed or construed a waiver of any subsequent breach or breaches by Contractor of the same or of the other terms or provisions of this Contract at any time or times.

28. NON-EXCLUSIVE LICENSE – OWNERSHIP AND USE OF DOCUMENTS: The Contractor permanently and irrevocable assigns to the County a royalty-free, nonexclusive, nontransferable license for all documents and intellectual property, as well as all derivative works thereof, including but not limited to plans, specifications, designs, tracings, drawings, estimates, field notes, investigations, design analysis, reports, studies, and derivative work\s thereof, in any media now known or hereinafter discovered, which are prepared in the performance of the Contract by the Contractor and by its sub-

Contractors; such may be used, reproduced, distributed, and displayed by County, at its discretion. The license and all rights, which inure to the County shall survive the termination or disengagement of services of the Contractor or its sub-Contractors, or both, from the Work, whether such termination or…