Request for Proposals

Advisory Services for Conservation Easements

RFP Release Date

June 5, 2026

Proposal Submittal Deadline

June 26, 2026

3:00 p.m. local prevailing time

Town of Bedford RFP-2026-006

Questions with regard to submissions, process, or proposals can be emailed to:

Anne Cantrell, Finance Director

Crystal McGraw, Assistant Finance Director finance@bedfordva.gov

Table of Contents

Purpose

Schedule of Events

Instructions to Vendors

Scope of Services

Limitations

Schedule

Format

Project Representation

Selection Process

Selection Criteria

Award of Contract

Special Terms and Considerations

Form 1: Cover Sheet

Form 2: Proposal Signature Sheet

Form 3: Addenda Received and Acknowledged

Form 4: Litigation Disclosure Form

Form 5: Proprietary Information

Form 6: References

Appendix: Required General Terms and Conditions

RFP-2026-006

Advisory Services for Conservation Easements 3

Purpose

The Town of Bedford is seeking proposals from qualified professional entities (“Contractor”) to provide consulting and professional services related to the potential conveyance of a fee simple or partial interest, including but not limited to conservation easements, on properties owned by the Town. The selected Contractor will assist the Town in evaluating, planning, and facilitating matters associated with such conveyances to ensure they align with the Town’s goals, legal requirements, and long-term interests.

Schedule of Events

Instructions to Vendors

Responses to this request may be submitted by hard copy or by electronic submission.

See further details below.

For written (“hard copy”) proposals, submit sealed proposals before 3:00 P.M., local prevailing time, on June 26, 2026 to:

Town of Bedford Attn: Finance Department 215 E. Main Street Bedford, VA 24523

Proposals submitted by mail or in writing shall be in a sealed envelope and clearly marked “RFP-2026-006 Advisory Services for Conservation Easements”.

Proposals may be sent in PDF format via email to finance@bedfordva.gov. Proposals submitted by email shall include “RFP-2026-006 Advisory Services for Conservation Easements in the subject header.

Submissions can also be made on the Commonwealth’s statewide electronic procurement website, known as eVA (eva.virginia.gov).

All copies, whether electronic or hard copy, shall be received no later than 3:00 P.M., local prevailing time, on June 26, 2026. No proposals will be accepted after that time.

Action Responsibility Date Issuance of RFP Town Staff 6/5/26 Submission of Questions Potential Offerors 3:00 p.m. on 6/20/26 Addenda/Questions Published Town Staff 6/23/26 Submission of Proposals Offerors 3:00 p.m. on 6/26/26

Advisory Services for Conservation Easements 4

Your proposal shall be in effect for at least 90 days from the submission date.

Thereafter, a proposer may give the Town notice that it is withdrawing its proposal. The proposal shall be open until award is made or this RFP is formally canceled unless the proposer gives such notice.

The deadline for written questions is June 20, 2026 at 3:00 PM. Please direct written questions to the Finance Department by email at finance@bedfordva.gov

Vendors may visit eva.virginia.gov to sign up to receive emails or notifications about bids, proposals, addendums, bid tabulation and awards. Vendors can sign up to receive notification in selected categories. It is the vendor’s responsibility to keep information current in the system in order to receive the notifications. The Town is not responsible for any RFP/ITB obtained from any source other than from the Town of Bedford.

Scope of Services

The process to be managed and facilitated by the Contractor is contemplated as follows:

1. Meet with representatives of the Town by telephone or in person to discuss the property and donation plans;

2. Assistance with identification of experienced attorney, appraiser, tax advisor, and/or other advisors as needed;

3. Guidance regarding the cost and timing of preliminary valuation of the donation;

4. Guidance regarding appropriate government agencies and/or private non-profit organizations (such as “land trusts”) that the Town should approach;

5. Assistance with various mapping tasks related to the donation;

6. Conformance with all applicable regulations including the Virginia Open

Space Land Act and the Virginia Conservation Easement Act;

7. Assistance in preparing appropriate survey(s) or deed(s) with metes and bounds;

8. Preparation of all applicable baseline documentation and/or reports that may be required;

9. Assistance with resolution of any ownership, title, and/or deed issues that may be present;

10. Assistance with recordation of deeds;

11. Assistance with registration of any limited liability corporation (LLC) as may be required;

12. Assistance with drafting and completion of all applicable tax documents; and

13. All other tasks, duties, or requirements related to closing of the conveyance transaction.

Advisory Services for Conservation Easements 5

Limitations

A. This request does not commit the Town to award a contract, or to pay any costs incurred in the preparation of a response to this request.

B. The Town of Bedford reserves the right to reject any and all proposals, to waive informalities, to request additional information, and/or to award a contract deemed in the best interest of the Town.

C. Should the Town determine, in writing and in its sole discretion, that only one proposer is fully qualified, or that one proposer is clearly more highly qualified and suitable than others under consideration, a contract may be negotiated and awarded to that proposer.

D. The Town shall require the individual or firm to participate in negotiations and to submit the technical or other revisions to their proposal as may result from the negotiations.

Schedule

Any work directed by the Town of Bedford shall commence within a certain number of calendar days from the date of the notice to proceed. The number of calendar days will be determined by the Town of Bedford and the selected individual or firm doing the work.

Format

Please format your response in the following order:

1. Form 1 – Cover Sheet, signed and filled out as required by a representative of the Offeror who is authorized to bind the company into a contract.

2. Form 2 – Proposal Signature Sheet, signed and filled out as required by a representative of the Offeror who is authorized to bind the company into a contract.

3. Form 3 – Addenda Received and Acknowledged confirming that all addendums posted to eVA or received directly from the Town of Bedford.

4. Form 4 – Litigation Disclosure Form to disclose any relevant litigation of the company.

5. Form 5 – Proprietary Information to disclose any pages that need to be withheld from public disclosure based on State Law.

6. Form 6 – References to provide information of references that the Town may contact.

7. A Cover Letter/Executive Summary providing a brief company description and history.

8. An open format response to the scope of services requested with emphasis placed on the selection criteria. This may be a letter, presentation, etc.

Advisory Services for Conservation Easements 6

9. Qualifications of the Firm and Project Team: Describe the qualifications and experience of the firm. If subcontractors and special consultants will be used, they shall be identified and their qualifications included in the proposal response.

10. Provide a listing of the company’s last five (5) projects that contain work similar, or related, to that called for in the Scope of Services. This should include the project name, brief project description, location of the office responsible for the project, budgeted cost, completed cost, year completed, and actual completion date relative to the scheduled completion date.

11. List of professional staff to be assigned to the contract including resumes of key personnel and subcontractors. Describe the qualification and experience of the proposed project team members.

12. Response Capability: Give an overview of current workload identifying specific projects, priority to be assigned to the Town project and staffing available relative to the company’s ability to respond to the request for services.

13. Additional Data: This section should include any additional information the Offeror believes will be essential for a thorough evaluation of its proposal.

Cost estimates must not be included in the proposal submittal. Offerors should be prepared to discuss cost estimates during an interview, if scheduled.

Offerors who submit a proposal in response to this RFP may be required to give an oral presentation of their proposal to the Town’s selection committee. This provides an opportunity for the Offeror to clarify or elaborate on the proposal and provide answers to questions that may be presented by the Town. This is strictly a fact finding and explanation session only and does not include negotiations. Presentations/Interviews are an option of the Town and may or may not be conducted.

Project Representation

The Town Manager shall act as the Contract Administrator for any activities unless otherwise designated.

Selection Process

A selection committee shall review the proposals submitted. After each proposal has been evaluated on the basis of the Offeror’s qualifications and experience to meet the Town’s needs based upon the proposal. The Town will short-list to narrow the list of candidates to the two or more best qualified Offerors. An interview process may be initiated by the selection committee if further evaluation of proposals is desired.

Proposals may be rescored based upon the outcomes of interviews. The Town reserves the right to undertake its own investigations of Offerors, and to take independently developed information into account in its scoring.

Advisory Services for Conservation Easements 7

Selection Criteria

Evaluation Criteria Assigned Weight

1. Team Qualifications: to include educational background of the team, certifications, and professional credentials. This includes resumes of key staff involved in the daily oversight and project implementation.

25%

2. Capacity and Capability: to include relevant project experience of the team and track record in delivery of project requirements, current workload, and similar new and phased renovation projects.

35%

3. References and proximity to, or familiarity with the area in which the projects will be located.

15%

4. Methodology for Project and Construction Management:

proposed approach for managing the project including collaboration, communication, project planning and tools, staff availability and capacity.

20%

5. Experience and familiarity with state and Town of Bedford codes/ordinances, zoning and permitting requirements.

5%

TOTAL 100%

Award of Contract

Ranking shall be made of two or more Offerors whose professional qualifications and proposed services are deemed most meritorious. Negotiations will then be conducted with the Offeror ranked first. If a contract satisfactory and advantageous to the Town can be negotiated at a price considered fair and reasonable under terms and conditions acceptable to the Town, the award will be made to that Offeror. Otherwise, negotiations shall be formally terminated and negotiations conducted with the Offeror ranked second and so on until a contract can be negotiated at a fair and reasonable price. The award document will be a contract, incorporating by reference all the requirements, RFP Document, general terms and conditions of this solicitation and the Offeror’s proposal as negotiated.

Special Terms and Considerations

A. The term “Town” as referred to within this document shall mean Town of Bedford.

B. The term “Offeror” shall mean the person, Offeror, or corporation named as such in the contract.

Advisory Services for Conservation Easements 8

C. Changes in Scope of Work The Town may request changes in the scope of work to be performed. Such changes, including increase or decrease in compensation, must be mutually agreed upon and incorporated by written amendment to any existing agreement.

D. Liability

The Town shall not be liable for any loss, injury, death, or damage to persons or property which at any time may be suffered or sustained by any person whatsoever arising from the negligent performance by the Offeror and/or its employees and agents of its obligations under the provisions of this agreement. The Offeror shall indemnify the Town and hold the Town harmless against all claims, liabilities, loss, injury, death, or damage whatsoever.

E. Insurance Requirements

1) The Offeror agrees, to the fullest extent of the law, to indemnify and save the Town harmless from and against all losses, damages, injuries, claims and demands whatsoever, regardless of the case thereof, and expenses in connection therewith, including reasonable counsel fees, arising out of or incidental to the negligent performance of Offeror's duties and responsibilities under this agreement. This covenant of indemnity shall continue notwithstanding any revocation or termination of this agreement.

The Offeror shall be given prompt notice of any claims, demands or causes of action and reasonable opportunity to defend the same.

2) The Offeror shall secure and keep in force, at its sole cost and expense, the following insurance policies which shall be in form and consent satisfactory to the Town and shall be issued by insurance companies qualified to do business in the Commonwealth of Virginia.

3) Policy of property damage and public liability insurance which shall protect the Town and such other persons as the Town shall designate against any liability imposed by law upon the Town, the Offeror, or both. Coverage shall include damages for loss of or damages to property, or for bodily injuries, including death suffered or claimed by reason or inconsequence of any act or omission of any act by an employee or agent of the Offeror.

Such insurance shall be on a comprehensive General Liability form with limits of $1,000,000 each occurrence, $1,000,000 aggregate Bodily Injury Liability to include, premises operations products, complete operations, contractual and broad form property damage.

Advisory Services for Conservation Easements 9

4) The Offeror shall carry such Workman’s Compensation Insurance and other insurance on its employees and agent performing services under this contract, as is required by the Code of Virginia.

5) Offeror shall maintain in effect throughout the entire term of the agreement and any extensions thereof, personal injury liability insurance covering occurrences resulting from performance by the Offeror of Offeror’s obligations set forth in the agreement in the minimum amount of one million dollars ($1,000,000) for injury or death to any one person and one million dollars ($1,000,000) for injury or death of any number of persons in one occurrence and property damage liability insurance in the amount of one million dollars ($1,000,000). Town shall be named as an additional or joint insured on all such policies. Additionally, Offeror shall maintain professional liability insurance in the minimum amount of one million dollars ($1,000,000). Offeror shall maintain worker’s compensation insurance in the minimum required by the laws of the Commonwealth of Virginia. A certificate of insurance shall be furnished by the Offeror to the Town prior to the commencing work on the project. The certificate must also indicate that the Town is an additional or joint insured.

6) Prior to commencing work, the Contractor shall provide the Town with a certificate of insurance. Coverage shall be maintained during the entire term of the contract.

F. Offeror’s Responsibility Approval by the Town of Offeror’s work product for the project shall not constitute nor be deemed a release of the responsibility and liability of Offeror for the accuracy and competency of Offeror’s designs, drawings, specifications or other documents and work pertaining to the project. Additionally, approval by the Town of Offeror’s work product shall not be deemed to be an assumption of drawings, specifications or other documents prepared by Offeror for the project. After acceptance of final plans by the Town the Offeror agrees to correct errors or omissions on the plans that may be discovered after final acceptance.

G. Work Progress and Delays The Town shall be entitled at all times to be advised in writing at their request, as to the status of work being done by the Offeror and the details thereof. In the event Offeror cannot satisfy a deadline specified in the work schedule, then the Town shall be notified in writing at least seven (7) days prior to such deadline of the reason for the delay. In the event the cause of the delay is due to delay by the Town, when such delay will result in an overall delay of the project completion date, the Town shall grant to Offeror in writing an extension of the

Advisory Services for Conservation Easements 10 agreement time equal to the delay or delays. The Town shall be solely responsible for determining whether any extension of time should be awarded to Offeror.

H. Termination by Default Offeror acknowledges that the conditions, covenants and requirements on its part to be kept as set forth in the contract are material inducements to the Town entering into an agreement. Should the Offeror fail to perform any of the conditions, covenants and requirements of its part to be kept, the Town shall give written notice thereof to Offeror specifying those acts to things which must occur to cure said default. Provided, however, if Offeror makes a good faith effort by taking steps to substantially cure the default, the Town may grant Offeror additional time to cure such default as he deems necessary and at his discretion.

Should the default remain upon expiration of the time granted to cure the same, the Town may terminate the agreement by written notice of termination said notice specifying the time and date of termination.

I. Termination Without Default The Town shall have the right, at any time, upon fifteen (15) days written notice to Offeror, to terminate the services of the Offeror.

J. Assignment The Offeror shall not assign, sell, or transfer any interest in any agreement with the Town.

K. Disclaimer of Joint Venture Offeror and Town shall warranty and represent that by the execution of an agreement it is not the intent of the parties that the agreement be construed or deemed to represent a joint venture or an undertaking between Town and Offeror. Offeror shall be solely responsible for the conduct of all activities and services provided by Offeror as part of its business operations.

Advisory Services for Conservation Easements 11

Form 1: Cover Sheet

In compliance with this Request for Proposal, and to all the conditions imposed therein and hereby incorporated by the reference, the Undersigned offers, and agrees to furnish goods/services requested in this solicitation.

THIS SECTION TO BE COMPLETED BY OFFEROR:

NAME AND ADDRESS OF FIRM:

_____________________________________ Date:_________________________

_____________________________________ By:__________________________ (Signature)

FEI/FINT No.:_________________________ Name:________________________ (Please Print)

Email:________________________________ Title:_________________________

Phone:_______________Fax:______________ Website:______________________

CONTACT INFORMATION (if differs from above):

Name:_________________________________ Email:________________________

Title:__________________________________ Office Phone:__________________

Address:_______________________________ Mobile Phone:_________________

______________________________ Fax:__________________________

Advisory Services for Conservation Easements 12

Form 2: Proposal Signature Sheet

(Must be submitted on your corporate letterhead)

My signature certifies that the proposal as submitted complies with all Terms and Conditions as set forth in this RFP. My signature also certifies that by submitting a proposal in response to this Request for Proposals, the offeror represents that in the preparation and submission of this proposal, said offeror did not, either directly or indirectly, enter into any combination or arrangement with any person, firm or corporation or enter into any agreement, participate in any collusion, or otherwise take any action in the restraint of free, competitive bidding in violation of the Sherman Act (15 U.S.C. Section 1 et seq.) or § 59.109.1 through 59.1-9.17 or § 59.1-68.6 through 59.1-

68.8 of the Code of Virginia. In addition, my signature certifies that the offeror has been made aware of the initial Request for Proposals, as well as any and all addenda.

Certification of Eligibility: The firm is not ineligible to receive award of a contract due to the firm’s inclusion on any Federal or Virginia State lists of debarred contractors, or otherwise ineligible to be awarded a contract using Federal or State funds.

I hereby certify that I am authorized to sign as a Representative for the Firm:

NAME OF

OFFEROR:

ADDRESS:

FED ID NO.:

SIGNATURE:

PRINTED

NAME:

TITLE:

TELEPHONE:

EMAIL:

FAX:

DATE:

Advisory Services for Conservation Easements 13

Form 3: Addenda Received and Acknowledged

By signing this form, offeror acknowledges receipt of any and all Addenda published after initial RFP was issued.

Receipt of addenda acknowledged:

Signature Date:

Advisory Services for Conservation Easements 14

Form 4: Litigation Disclosure Form

Respond to each of the questions below by checking the appropriate line. Failure to fully and truthfully disclose the information required by this Litigation Disclosure Form may result in the disqualification of your bid or proposal from consideration or termination of the contract, once awarded. For purposes of this disclosure form, “you” means the individual or entity in whose name the bid or proposals were submitted.

Have you or any principal, officer or director of your company, or any individual who will be assigned to work under any contract awarded pursuant this solicitation, been convicted of a felony, or a misdemeanor involving moral turpitude, during the last ten

(10) years?

______ Yes ______ No terminated (for cause or otherwise) from any work being performed for the Town or any other governmental or private entity during the last ten (10) years?

involved in any claim or litigation with the Town or any other governmental or private entity during the last ten (10) years?

Has any parent company or wholly owned subsidiary of your company been involved in any claim or litigation with the Town or any other governmental or private entity during the last ten (10) years?

If you answered “Yes” to any of the above questions, please state the name(s) of the person(s), the nature, and the status and/or outcome of the conviction, termination, claim or litigation, as applicable. Any such information should be provided on a separate page, attached to this form and submitted with your bid or proposal.

Advisory Services for Conservation Easements 15

Form 5: Proprietary Information

Trade secrets or proprietary information submitted by an Offeror in response to this Request for Proposal shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Offeror must invoke the protection of this section prior to or upon submission of data or materials and must identify the data or other materials to be protected and state the reasons why protection is necessary (§2.2-4342F of the Code of Virginia).

Please enclose all proprietary information in a sealed envelope and attach ONLY to the ORIGINAL proposal.

Below, please reference appropriate page numbers, section numbers, paragraph numbers, etc. where this data should be inserted, along with an explanation as to why it is proprietary and protected by §2.2-4342(F) of the Code of Virginia.

Advisory Services for Conservation Easements 16

Form 6: References

Name of Firm:

Address:

Contact:

Name:

Title:

Email:

Phone:

# Years in Relationship:_________________

Title:

Title:

Advisory Services for Conservation Easements 17

Appendix: Required General Terms and Conditions

A. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in an appropriate state court of jurisdiction in Bedford County, Virginia. The contractor shall comply with all applicable federal, state and local laws, rules and regulations.

B. ANTI-DISCRIMINATION: By submitting their proposals, offerors certify to the Town that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Americans With Disabilities Act and § 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursement made pursuant to the contract on the basis of the recipient’s religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided;

however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, § 2.2-4343.1(E))

In every contract over $10,000.00, the provisions in 1. and 2. below apply:

1. During the performance of this contract, the contractor agrees as follows:

a. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any 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 these nondiscrimination clauses.

b. 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.

Advisory Services for Conservation Easements 18

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

2. The Contractor will include the provisions of 1. above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

C. ETHICS IN PUBLIC CONTRACTING: By submitting their proposals, Offerors certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Offeror, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

D. IMMIGRATION REFORM AND CONTROL ACT OF 1986: By submitting their proposals, Offerors certify that they do not, and will not during the performance of this contract, employ illegal alien workers or otherwise violate the provisions of the Federal Immigration Reform and Control Act of 1986.

E. DEBARMENT STATUS: By submitting their proposals, Offerors certify that they are not currently debarred by the Commonwealth of Virginia or any political subdivision thereof from submitting bids or proposals on contracts for the type of goods and/or services covered by this solicitation, nor are they an agent of any person or entity that is currently so debarred.

F. ANTITRUST: By entering into a contract, the Contractor conveys, sells, assigns, and transfers to the Town all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Town under said contract.

G. PROMPT PAYMENT ACT:

1. To Subcontractors:

a. A contractor is liable for the entire amount owed to any subcontractor with which it contracts. However, such contractor shall not be liable for

Advisory Services for Conservation Easements 19 amounts otherwise reducible due to the subcontractor’s noncompliance with the terms of the contract. However, if the contractor Contractor awarded a contract under this solicitation is hereby obligated:

(1) To pay the subcontractor(s) within seven (7) days of the Contractor’s receipt of payment from the Town for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or

(2) To notify the department and the subcontractor(s), in writing, of the Contractor’s intention to withhold payment and the reason.

Payment by the party contracting with a contractor shall not be a condition precedent to payment to any lower-tier subcontractor, regardless of that contracting receiving payment for amounts owed to that contractor.

b. The Contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven (7) days following receipt of payment from the Town, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U.S. Mail is deemed to be payment to the addressee.

These provisions apply to each sub-tier contractor performing under the prime contract. A Contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the Town.

H. TESTING AND INSPECTION: The Town reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

I. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the Contractor in whole or in part without the advance written consent of the Town.

J. CHANGES TO THE CONTRACT: Changes can be made to the contract in any of the following ways:

a. The parties may agree, in writing, to modify the scope of the contract.

An increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

Advisory Services for Conservation Easements 20

b. The Town may order changes within the general scope of the contract at any time by written notice to the Contractor. Changes within the scope of contract include, but are not limited to, things such as services to be performed, the method of delivery, and the place of delivery. The Contractor shall comply with the notice upon receipt. The Contractor shall be compensated for any additional costs incurred as a result of such order and shall give the Town a credit of any savings. Said compensation shall be determined by one of the following methods:

1. By mutual agreement between the parties in writing; or

2. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the Contractor accounts for the number of units of work performed, subject to the Town’s right to audit the Contractor’s records and/or to determine that correct number of units independently; or

3. By ordering the Contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed. The same markup shall be used for determining a decrease in price as the result of savings realized.

The Contractor shall present the Town with all vouchers and records of expenses incurred and savings realized. The Town shall have the right to audit the records of the Contractor as deemed necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the Town within thirty (30) days from the date of receipt of the written order from the Town. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving dispute provided by the Disputes Clause of this contract. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the contractor from promptly complying with the changes ordered by the Town or with performance of the contract generally.

K. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Town, after due oral or written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies with the Town may have.

Advisory Services for Conservation Easements 21

L. TAXES: Sales to the Town are normally exempt from State sales tax. State sales and use tax certificates of exemption, Form ST-12, will be issued upon request.

Deliveries against this contract shall usually be free of Federal excise and transportation taxes.

M. USE OF BRAND NAMES (This section only applies to the procurement of goods): Unless otherwise provided in this solicitation, the name of a certain brand, make or manufacturer does not restrict Offerors to the specific brand, make or manufacturer names, but conveys the general style, type, character, and quality of the article desired. Any article which the Town, in its sole discretion, determines to be the equivalent of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The Offeror is responsible to clearly and specifically identify the product being offered and to provide sufficient descriptive literature catalog cuts and technical detail to enable the Town to determine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified. Unless the Offeror clearly indicates in its proposal that the product offered is an equivalent product, such proposal will be considered to offer the brand name product referenced in the solicitation.

N. INSURANCE: By signing and submitting a proposal under this solicitation, the Offeror certifies that if awarded the contract, it will have the following insurance coverages at the time the contract is awarded. The Offeror further certifies that the contractor and any subcontractors will maintain these insurance coverages during the entire term of the contract and that all insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

Coverages afforded under the required policies listed below shall not be canceled by the Contractor or allowed to lapse or expire. However, in the event that any insurance coverage required under this Agreement is canceled by the insurance company or lapses due to no fault of the Contractor, Contractor shall (i) provide the Town with not less than thirty (30) calendar days prior written notice that said insurance policy has lapsed or has been canceled due to no fault of Contractor and (ii) restore said insurance policy with the same insurance company or obtain a replacement insurance policy that satisfied the insurance obligations required in this Agreement within thirty (30) calendar days from the date of any notice to Contractor that its insurance policy has been canceled or has lapsed.

The Town must be named as an additional insured on the insurance certificate reflecting Commercial General Liability and other insurance coverages.

INSURANCE OVERAGES AND LIMITS REQUIRED:

Advisory Services for Conservation Easements 22

a. Workers’ Compensation – Statutory requirements and benefits.

b. Employer’s Liability - $1,000,000.

c. Commercial General Liability: A minimum of $1,000,000. Combined single limit. Commercial General Liability is to include Premises/Operations Liability, Products and Completed Operations Coverage (to extend for 2 years past the work completion date).

d. Automobile Liability - $1,000,000 – Combined single limit. (Only used if motor vehicle is to be used in the contract.)

e. Professional Liability Insurance: The Consultant shall maintain during the life of this contract such Professional Liability Insurance, including Bodily Injury and Property Damage if excluded in Commercial General Liability coverage required above, as to protect the Consultant, the Consultant staff, or by any subcontractor or anyone directly or indirectly employed by either of them against claims for damages, including protection of the Town. The minimum acceptable limits of liability to be provided by such Professional Liability Insurance shall be as follows:

1. $1,000,000 each incident

2. $2,000,000 aggregate

NOTE: If a Contractor for professional services states there is property damage and bodily injury coverage equivalent to above within the Professional Liability policy that shall be specifically stated on the Insurance Certificate form.

O. DRUG-FREE WORKPLACE: During the performance of this contract, 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

Advisory Services for Conservation Easements 23 subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

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

P. NONDISCRIMINATION OF CONTRACTORS: A Bidder, Offeror, or Contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, or disability, or against faith-based organizations. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the Town shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

Q. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the Town shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

R. TERMINATION OF CONTRACT: The Town may terminate the contract for cause or for convenience after giving seven (7) days’ notice in writing to the Contractor.

The written notice shall state whether the termination is for convenience or cause.

Termination for Cause: If the Contractor should breach the contract or fail to perform the services required by the contract, the Town may terminate the contract for cause by giving written notice or may give the Contractor a stated period of time within which to remedy its breach of contract by delivering a written cure notice to the Contractor.

If the Contractor shall fail to remedy the breach within the time allotted by the Town, the contract may be terminated by the Town at any time thereafter upon written notice to the Contractor or, in the alternative, the Town may give such extension of time to remedy the breach as the Town determines to be in its best interest. The Town’s forbearance by not terminating the contract for a breach of contract shall not constitute a waiver of the Town’s right to terminate nor acquiescence in future act or omissions by the Contractor of a like nature. If the contract is terminated for cause, breach of contract or failure to perform, the Contractor may be subject to a claim by the Town for the costs and expenses incurred in

Advisory Services for Conservation Easements 24 securing a replacement contractor to fulfill the obligations of the contract. In the event a Cure Notice is required, the Town will use the address provided to the Town in bids or proposals. It shall be the Contractor’s responsibility to notify the Town in writing within 10 days of knowing a change of address. The written notice shall include the Town’s contract number and the effective date of the address change.

In the event the Contractor breaches the contract or fails to perform the services required by the contract, in addition to terminating this contract for cause, the Town reserves the right, in its sole discretion, to terminate for cause any other open contract the Contractor has with the Town.

Termination for Convenience: The contract may be terminated by the Town in whole or in part for the convenience of the Town without a breach of contract by delivering to the Contractor a written notice of termination specifying the extent to which performance under the contract is terminated and the effective date of the termination.

Upon receipt of such a notice of termination, the Contractor must stop work, including but not limited to work performed by subcontractors and consultants, at such time as to the extent specified in the notice of termination.

If the contract is terminated in whole or in part for the convenience of the Town, the Contractor shall be entitled to those fees earned for work done prior to the notice of termination and thereafter shall be entitled to any fees earned for work not terminated, but shall not be entitled to lost profits for the portions of the contract which were terminated. The Contractor will be compensated for reasonable costs or expenses arising out of the termination for the convenience of the Town for delivery to the Town of all products of the services for which the Contractor has or will receive compensation.

Delivery of Services: Any contract cancellation notice shall not relieve the

Contractor of the obligation to deliver to the Town all products or services for which the Contractor has been or will be compensated. Failure to do so may result in action for “breach of contract” or “failure to perform.”

Compensation Due the Contractor: Upon such termination, the Contractor shall be entitled to the compensation accrued to the date of termination. Payment of the balance of the accrued compensation shall be dependent on the Contractor providing the required project material to the Town. Said fees which have been earned shall be billed to the Town in accordance with the normal billing process, but in no case later the sixty

(60) days after the last work is performed. Any termination by the Town for default, found by a court of competent jurisdiction not to have been justified as a termination for default, shall be deemed a termination for the convenience of the Town.

Advisory Services for Conservation Easements 25

The Contractor shall submit invoices for all such amounts in accordance with the normal billing process, but in no event later than sixty (60) days after all services are performed. All amounts invoiced are subject to deductions for amounts previously paid.

All payments due the Contractor under this contract, to the extent they are dependent on grants from the state or federal government or other granting agencies are subject to appropriation by the granting agency.

S. COOPERATIVE PROCUREMENT: Procurement is being conducted pursuant to Section 2.2-4304 of the VPPA. Therefore, the Offeror agrees that it will contract with any other public agency or body in the Commonwealth of Virginia who so desires, to permit those public agencies or bodies to purchase at contract prices, in accordance with the terms, conditions and specifications of any contract resulting from this solicitation. The Offeror shall deal directly with each public agency or body, in a separate contract between those two entities, in regard to order placement, delivery, invoicing and payment. The Town shall not be responsible or liable for any costs, expenses, or any other matters of any kind to either Offeror or such other public agency or body seeking to obtain services pursuant to cooperative procurement. Such other public agency or body shall be responsible for the administration of its individual contract with Offeror.

T. LITIGATION WITH THE TOWN: The Town, in its sole discretion, may choose not to make an award to an Offeror who is in litigation with the Town, Bedford County, Virginia, the Bedford County Schools, the Bedford Regional Water Authority, the Economic Development Authority of Bedford County, Virginia, the Economic Development Authority of the Town of Bedford, Virginia, or the Town of Bedford Redevelopment and Housing Authority at the time of proposal evaluation. This provision also applies if any parent company, principal, officer, or wholly owned subsidiary of the Offeror is in litigation with any of the foregoing entities at the time of the proposal evaluation.

U. PRIOR DEFAULTED CONTRACTS: The Town, in its sole discretion, may choose not to make an award to an Offeror who has previously defaulted on a contract with the Town, Bedford County, Virginia, the Bedford County Schools, the Bedford Regional Water Authority, the Economic Development Authority of Bedford County, Virginia, the Economic Development Authority of the Town of Bedford, Virginia, or the Town of Bedford Redevelopment and Housing Authority. This provision also applies any parent company, principal, officer, or wholly owned subsidiary of the Offeror has previously defaulted on a contract with and of the foregoing entities.

V. CRIMINAL CONVICTIONS: The Town, in its sole discretion, may choose not to make an award to an Offeror if any principal, officer, director, or staff member of

Advisory Services for Conservation Easements 26 the firm assigned to work under a contract awarded pursuant to this solicitation has been convicted of any felony or of a misdemeanor involving moral turpitude in the past ten (10) years.

W. AUTHORIZATION TO CONDUCT BUSINESS IN THE

COMMONWEALTH: A Contractor organized as a stock or non-stock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act 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, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

X. ADVERTISING: In the event a contract is awarded for services resulting from this proposal, no indication of such contract or the provision of services to the Town will be used in the contractor’s literature or advertising without prior written permission.

Y. AUDIT: The Contractor shall retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the Town, whichever is sooner. The Town auditors shall have full access to the right to examine any of said materials during said period.

Z. CONFIDENTIALITY OF PERSONALLY IDENTIFIABLE INFORMATION:

Contractor assures that information and data obtained as to personal facts and circumstances related to patients or clients shall be collected and held confidential, during and following the term of this agreement, and shall not be divulged without the individual’s and the Town’s written consent and only in accordance with federal and state Code.

Contractors who utilize, access, or store personally identifiable information as part of the performance of a contract are required to safeguard this information and immediately notify the Town of any breach or suspected breach in the security of such information.

Contractors shall allow the Town to both participate in the investigation of incidents and exercise control over decisions regarding external reporting. Contractors and their employees working on this project may be required to sign a confidentiality statement.

AA. CONTINUITY OF SERVICES:

Advisory Services for Conservation Easements 27

1. The Contractor recognizes that the services under this contract are vital to the Town and must be continued without interruption and that, upon contract expiration, a successor, either the Town or another contractor, may continue them.

The Contractor agrees:

a. To…