Rivanna Water & Sewer Authority | Rivanna Solid Waste Authority 695 Moores Creek Lane, Charlottesville, Virginia 22902 www.rivanna.org

REQUEST FOR PROPOSAL (RFP)

Term Contract for Compensation Consulting Services

ISSUE DATE: June 4, 2026

RFP NO.: 26-06

QUESTION DEADLINE: June 18, 2026; 3:00 PM EST

PROPOSAL DUE DATE: June 25, 2026; 3:00 PM EST

DELIVERY ADDRESS: for proposals submitted by mail, courier, hand delivery Rivanna Water and Sewer Authority 695 Moores Creek Lane Charlottesville, VA 22902-9016 for proposals submitted electronically Commonwealth of Virginia’s eProcurement website www.eva.virginia.gov

PROCUREMENT CONTACTS: Lonnie Wood Director of Finance

(434) 977-2970, ext. 198 lwood@rivanna.org

Miranda Baird Procurement Coordinator

(434) 977-2970, ext. 137 mbaird@rivanna.org

TECHNICAL CONTACTS: Leah Beard Director of Administration

(434) 977-2970, ext. 107 lbeard@rivanna.org http://www.eva.virginia.gov/

RFP 26-06 Term Contract for Compensation Consulting Services June 4, 2026

Table of Contents

I. PURPOSE

II. BACKGROUND

III. SCOPE OF SERVICES

A. Market Analysis and Staff Survey B. Development of a Recommended Pay Scale C. Future Compensation/Benefit Support (Years 2-5) D. Communication and Project Planning E. Cost Structure

IV. RESPONSIBILITIES

V. PROPOSAL FORMAT

VI. SUBMITTAL INSTRUCTIONS

A. Mail or Hand Delivery (Hardcopy) B. Electronic Submission

VII. EVALUATION & AWARD CRITERIA

VIII. GENERAL PROVISIONS

A. Terms B. Late Proposals C. Withdrawal of Proposal D. Inquiries E. Acceptance or Rejection of Proposals F. Conformance with Virginia Public Procurement Act G. ADA Reasonable Accommodation Clause H. Confidentiality & Propriety Information I. Non-Discrimination J. Ethics in Public Contracting K. Insurance

IX. TERMS & CONDITIONS

Attachment A Non-professional Services Agreement

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I. PURPOSE

The Rivanna Water and Sewer Authority and the Rivanna Solid Waste Authority (Authority), are seeking proposals from qualified firms, also referred to herein as “Offeror”, “candidate”, “firm”, to provide employee compensation and benefit consulting services to the Authority and their respective Board of Directors. The successful Offeror shall have experience in conducting employee compensation-related surveys and other employee benefit consulting services for local governments and public service authorities in Virginia.

It is the intent of the Authority to award a term contract under this solicitation for a period of 12 months, with the option to renew up to four times (total of 5-years), each renewal being a term of 12 months.

II. BACKGROUND

The Rivanna Water and Sewer Authority (“RWSA”) is a regional non-profit corporation and political subdivision of the Commonwealth chartered in 1972 under the Virginia Water and Sewer Authorities Act (1950, as amended). The RWSA owns and operates multiple water and wastewater treatment facilities and provides finished water distribution and wastewater collection services to two wholesale customers: the City of Charlottesville Public Utilities Division (the “City”) and the Albemarle County Service Authority (the “ACSA”). The City and ACSA own and operate numerous smaller water and sewer mains and provide all retail services within the RWSA service area. The City subsequently provides wholesale service to the University of Virginia.

The RWSA operates under the terms of a Service Agreement (a.k.a. The Four-Party Agreement) executed June 12, 1973, by the City of Charlottesville, Albemarle County, the Albemarle County Service Authority and the RWSA. A seven-member Board of Directors governs RWSA. The RWSA Board appoints an Executive Director who manages the RWSA operations under its direction. Pertinent financial data may be found on the RWSA’s website: www.rivannawater.org.

The Rivanna Solid Waste Authority (“RSWA”) was formed in 1991 by the City of Charlottesville (City) and Albemarle County (County) under the authority of the Virginia Water and Waste Authorities Act to assume the operation of the Ivy Sanitary Landfill that had been previously operated by the City and the County. The landfill is currently closed, with the RSWA responsible for post-closure care and corrective action, financed through a funding agreement with the City, County, and the University of Virginia.

However, portions of the RSWA’s 300-acre property on which the closed landfill is located (the Ivy Site) continue to be used for solid waste services including a municipal solid waste (MSW) transfer station (the Ivy Transfer Station) and a recycling Convenience Center. RSWA is governed by a seven-member Board of Directors. The RSWA Board appoints an Executive Director who manages the RSWA operations under its direction. Pertinent financial data may be found on RSWA’s website: www.rivannasolidwaste.org.

The Administrative, Finance and IT staff are fully employed by the RWSA but are shared with the RSWA for administration and business functions. Both RWSA and RSWA are separate legally and financially.

Number of Employees:

RWSA - 109

RSWA - 28

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III. SCOPE OF SERVICES

Qualified firms will conduct a comprehensive Classification, Compensation, Benefits & Total Rewards Study, including initial development (Year 1) and ongoing evaluation over a five (5) year period. Our intent is to identify a competitive, equitable, and sustainable total compensation program that supports recruitment, retention, and organizational effectiveness.

A. Market Analysis and Staff Survey

The Authority would like a market survey to be performed for all current classifications and salaries. The Authorities adoptive market should be approved by the Director of Administration prior to being surveyed. Proposals should include a description of the analysis methodology, proposed responsibilities of the Offeror and include examples or experience from other public entities or utilities. Tying regional COLA and/or employment indexed data to survey data is strongly recommended.

1. Review job descriptions for accuracy, consistency, and alignment with current duties

2. Conduct a market salary survey using comparable public utilities and peer organizations

3. Evaluate current pay policies (e.g., starting pay, merit, promotional, and equity adjustments)

4. Evaluate current compensation plan including pay bands with minimum, midpoint, and maximum ranges for market competitiveness, internal equity, and compression

5. Benefits & Total Rewards Analysis - Assess current benefits (health, retirement, leave/PTO, tuition reimbursement, etc.)

6. Total Compensation Tool - Develop an Excel user-friendly total compensation calculator for employee communication and retention purposes

B. Development of a Recommended Pay Scale

The successful Offeror shall develop a compensation plan, the appropriate classification for all positions on the plan, and options for implementation of the compensation plan. A report will be produced by the Offeror supporting the recommendations of the proposed plan. Implementation would have to take into consideration the need for wage adjustments and the financial impact of such adjustments. Proposals should include a description of a similar process for other public sector clients.

1. Recommend appropriate classification and ensure compliance with applicable standards.

2. Recommend position placement and provide implementation options with cost analysis.

3. Compare to peer organizations and provide recommendations to enhance competitiveness.

4. Provide recommendations for consistent and sustainable compensation administration.

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C. Future Compensation/Benefit Support (Years 2-5)

The successful Offeror shall evaluate and review annually the Authority’s pay policies and practices for pay adjustments and improvements. Service needs are:

1. Annual market, inflation and labor market review and adjustments

2. Pay Structure update

3. Benefits Competitiveness Review (Light Update)

4. Updated reporting & regulatory recommendations (IRS, ERISA, FMLA, Va-FMLA)

D. Communication and Project Planning

The successful Offeror will develop a communication plan to inform employees and the Rivanna Authorities’ Boards of Directors about the project. A project schedule will be developed with milestone targets. Weekly progress reports will be made to the Contract Administrator, and a Draft Report of Findings and Recommendations will be given to the Contract Administrator no later than September 15, 2026. Below are key dates:

Task Key Date Proposals Received June 25, 2026 Interviews Conducted July 7, 2026 Contract Award July 17, 2026 Market Survey Completed August 26, 2026 Draft Report September 15, 2026 Completed Report September 30, 2026

E. Cost Structure

Proposers should include in their proposals an estimate of costs as follows:

Year 1: All tasks noted in A. and B. above should be completed within a lump sum cost estimate to complete all tasks. The proposals should provide an estimate of this lump sum.

Year 2-5: It is intended to have flexibility with work included but not be limited to task items listed in C. above. Each year the Authority will issue Work Authorizations to the consultant for consulting and work tasked for years 2 through 5. The work needs and the resulting cost estimates formulated for each Work Authorization will use a base rate listing of hourly rates broken out by staff classification and other cost items that may be required to perform such tasks. A base hourly rate sheet is requested to be included in the proposals.

IV. RESPONSIBILITIES

It is the responsibility of the Offeror to understand all the requirements of this RFP. Submitting a response indicates a full understanding of all details and specifications of the RFP. Offerors are expected to present narrative statements/summaries in a clear, concise and organized manner for review and pertinent to the criteria listed within the RFP. Emphasis should be placed on completeness of services offered and clarity of content. The Offeror will be fully responsible for all costs incurred in the development and submission of the proposal.

Firms who submit a proposal in response to this RFP may be required to conduct an oral presentation of their proposal with participation by the designated key personnel.

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V. PROPOSAL FORMAT

The Offeror’s proposal shall provide information necessary for the Authority to evaluate the qualifications, experience, and expertise of the Offeror to provide on-going compensation and benefit related consulting services. The Offeror is to make a written proposal which presents an understanding of the work to be performed. The Offeror should include the following in their proposal:

1. Proposal should acknowledge all addenda, if any. It is the Offeror's responsibility to monitor www.eva.virginia.gov for the latest addenda information.

2. Introduction: a cover letter or executive summary signed by a person with corporate authority to enter into any contract which results from this RFP. Cover letter should include:

a) Name of the firm making the response

b) Name and title of individual preparing and responsible for the response

c) Mailing address and physical delivery address

d) Email address, telephone number, fax number

e) Statement that the person signing the proposal has the authority to enter into and commit the firm to the terms of the proposal.

3. Include, as a minimum, the following:

a) The Offeror shall address their ability to provide services outlined in the Scope of Services.

b) The Offeror shall describe its experience in the following areas:

(1) Compensation plans and consulting service specific to local government entities in general;

(2) Compensation plans and consulting service specific to water/wastewater utilities either through local government utility departments, public service authorities or private utilities.

c) The Offeror shall provide its current workload with reference to personnel and other resources being proposed to provide service to the Authority.

d) The Offeror shall provide information that describes its organization to include size, structure, areas of practice, and office location(s). The Offeror should include any proposed subcontractors to be utilized.

e) A comprehensive list of credentials and hourly rates of proposed staff and/or subcontractors to include resume, education and professional credentials, and any relevant state, local, and/or federal licenses.

f) Minimum of three (3) references where similar work was performed within the last five (5) years.

VI. SUBMITTAL INSTRUCTIONS

Sealed proposals will be received by the proposal due date and time as noted on the cover page. Interested Offerors must submit their proposal in response to this solicitation by one of the following methods:

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A. Mail or Hand Delivery (Hardcopy)

One copy may be either shipped, mailed or hand delivered to 695 Moores Creek Lane, Charlottesville, VA 22902-9016, Administrative Offices. Proposals must be clearly labeled on the outside of the envelope/package to include this RFP No., title, proposal due date and time, and the name of the firm submitting the response

ANY PROPOSAL RECEIVED BY THE AUTHORITY AFTER THE DEADLINE FOR

SUBMISSION WILL NOT BE ACCEPTED.

B. Electronic Submission

Offerors may submit their proposals electronically through the Commonwealth of Virginia’s electronic procurement website (www.eva.virginia.gov). The eVA portal is the gateway for vendors to conduct business with state agencies and public bodies. eVA Vendor registration is free.

On the eVA website, www.eva.virginia.gov, applicants must log in as a vendor using their eVA username and password. Please contact eVA Customer Care for instructions and/or assistance in registering to become a vendor, login, and/or uploading documents.

eVA Customer Care Hours: 8:00 AM to 4:45 PM, Monday through Friday

Phone Toll Free: 866-289-7367 Email: eVACustomerCare@DGS.virginia.gov

Proposals shall be submitted electronically to the Authority via the Commonwealth of Virginia’s eVA website prior to the proposal submission deadline stipulated for this RFP or as amended via any subsequent addenda issued by the Authority. Offerors assume full responsibility for the electronic delivery of the completed proposal to www.eva.virginia.gov on or before the deadline for submission. The Authority is not responsible for any loss or delay with respect to the submission of proposals. Late proposals will not be accepted.

All required forms and documentation submitted in response to this RFP must be uploaded as one

(1) pdf attachment to eVA (www.eva.virginia.gov) The attachment should use the following naming convention: the RFP number and the name of the Offeror (i.e. RFP No. - Your Company Name).

NOTE: eVA will not allow an Offeror to upload documents after the deadline set for receipt of proposals. Any submission partially uploaded at the deadline date and time will be considered incomplete and will not be accepted.

ANY PROPOSAL RECEIVED BY THE AUTHORITY AFTER THE DEADLINE FOR

SUBMISSION WILL NOT BE ACCEPTED.

Regardless of submission method, any trade secrets or proprietary information should be explicitly identified.

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VII. EVALUATION & AWARD CRITERIA

1. It is the Authority’s intent to make a selection to best serve the interests of the Authority. Proposals will be evaluated based on the qualifications of the firms and their proposed project team, responsiveness to the Scope of Services, professional competence and hourly rates as evidenced by proposal submittals.

2. The Selection Committee will review and evaluate proposals it deems most responsive and responsible. The Authority shall engage in individual discussions with two (2) or more Offerors deemed the most qualified, responsible, and suitable to meet the needs of the Authority. These Offerors may be requested to attend a meeting, virtually or in person, to review their qualifications and answer questions.

3. Negotiations shall be conducted with the firms selected. Hourly rates shall be considered after the initial evaluation and ranking but need not be the sole determining factor. After negotiations have been conducted with each Offeror(s), the Authority shall select the firm which, in their opinion, has made the best proposal, and shall award the contract to that firm. The Authority may cancel this Request for Proposal or reject proposals at any time prior to an award.

4. The Authority reserves the right to enter into and award the work under the Scope of Services to multiple firms or individuals responding to this RFP if the Authority deems it is in its best interest to do so. Any award will be made under provisions of the Virginia Public Procurement Act for competitive negotiations.

VIII. GENERAL PROVISIONS

A. Terms

1. Contract Period: The initial term of the contract shall be for a period of 12 months from the date of award with the option for up to four (4) additional 12-month renewals for a total contract length not to exceed five (5) years. Renewals shall be automatic unless either party notifies the other party in writing 30 days prior to effective date. Any changes in rates at the time of renewal shall be agreed to by the Authority.

2. A fee schedule will be agreed to during the negotiation and award stage. The fee schedule will include fees for services and direct costs such as travel to and from Charlottesville.

B. Late Proposals

It is the responsibility of the Offeror to ensure the Authority receives the proposal by the due date and time specified on the cover page for receipt of proposals. No proposal or modifications to submitted proposals will be accepted if received after the proposal due date and time. Late proposals will be unopened, rejected, stored for 60 days by the Authority, and then disposed of or returned at the Offeror’s expense.

C. Withdrawal of Proposal

Proposals may be withdrawn by written notice received prior to the date and time specified for receipt of proposals.

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D. Inquiries

The Authority will assume no responsibility for oral instructions or interpretation. Any procurement questions regarding this solicitation that may change the specifications in this RFP must be received in writing by the date and time specified on the cover page. Inquiries must identify the RFP by RFP number, title, and due date. The Authority reserves the right to issue a written addenda to any inquiries that alter the scope of the proposal. These addenda will be posted to the Commonwealth of Virginia’s electronic procurement website (www.eva.virginia.gov). Questions concerning this solicitation may be directed to the Authority representatives listed on the cover page of this document.

E. Acceptance or Rejection of Proposals

The Authority reserves the right to waive informalities in proposals, to reject any or all proposals after all have been examined or to accept the proposal(s) of the Offeror(s) which it deems most favorable to the interests of the Authority in accordance with the VPPA.

F. Conformance with Virginia Public Procurement Act

This RFP is being issued for “other than professional services” and is considered a Competitive Negotiation as defined by the Virginia Public Procurement Act (VPPA) and authorized by the Authority Board of Directors.

G. ADA Reasonable Accommodation Clause

If you require any reasonable accommodation for any type of disability to participate in this procurement, please contact the Authority at (434) 977-2970 to plan arrangements.

H. Confidentiality & Propriety Information

No reports, information, or data given or prepared by the firm under this contract shall be made available to any individual or organization by the firm without written approval from the Executive Director or the Director of Finance of the Authority. Proposals shall not be available for inspection by Offerors until interviews, if scheduled, are completed. After an award, all proposals become a matter of public record and are available for inspection by the public. Trade secrets or proprietary information shall not be subject to public disclosure under the Virginia Freedom of Information Act. The Offeror must invoke the protections prior to or upon submission and must clearly identify materials to be protected and state the reasons why the protection is required. In no case may proposals be identified in whole as confidential.

I. Non-Discrimination

The Authority does not discriminate based on race, religion, color, sex, national origin, age or disability, or against faith-based organizations as defined under VPPA based on such organization's religious or charitable character.

J. Ethics in Public Contracting

By signing the proposal in response to this Request for Proposal, the Offeror certifies and warrants that (i) it has not violated any provisions of federal law or the Code of Virginia, (ii) its proposal is made without collusion or fraud, (iii) it has not offered or received any kickbacks or inducements from any other contractor, supplier, manufacturer or subcontractor in connection with its proposal

Rivanna Water & Sewer Authority | Rivanna Solid Waste Authority 10 and (iv) 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 Offeror agrees that if such warranty is in any respect breached, such breach shall constitute a material breach of any contract that the Authority may award to it and it shall pay to the Authority the full price agreed by the Authority to be paid for the services, supplies, materials, equipment or services to be furnished under its proposal.

K. Insurance

The selected firm shall provide ACORD certificates of insurance coverage illustrating the required liability insurance coverages and limits in addition to naming the OWNER as an Additional Insured, pay all premiums as presented by the insurance company or agent and keep in force until the expiration of this contract the following liability insurance policies with insurance companies licensed and admitted to conduct business within the Commonwealth of Virginia and on an Occurrence Form (minimum coverage amounts listed):

Commercial General Liability

General Aggregate Limit $2,000,000 Products-Completed Operations Aggregate $2,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence Limit $1,000,000 Fire Damage Limit (Any One Fire) $100,000 Medical Expense Limit (Any One Person) $10,000 Employee Benefits Liability $1,000,000

Retention or Deductible None; $1,000 for Employee Benefits Notice of Cancellation or Non-Renewal 30 Days Hold Harmless Agreement Existence Stated in CGL Contract

Business Automobile Professional Liability

Combined Single Limit Liability $1,000,000 Medical Payments $5,000 Uninsured Motorist $1,000,000 Hired, Rented and Leased Autos $1,000,000 Non-Owned Autos $1,000,000 Retention or Deductible None Comprehensive Deductible CONTRACTOR’s Choice Collision Deductible CONTRACTOR’s Choice

Workers’ Compensation and Employers Liability

Workers’ Compensation Virginia Statutory Benefits Employers Liability $500/$500/$500,000 or

Amount Necessary for Excess Liability Underwriters

Retention or Deductible None

All subcontractors must maintain workman compensation insurance as required by Virginia Statute.

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Professional Liability General Aggregate $5,000,000 Each Claim $5,000,000 Retroactive Date None Retention Not to Exceed $200,000/Claim

Excess Third-Party Liability General Aggregate $5,000,000 Products-Completed Operations $5,000,000 Each Incident Limit $5,000,000 Retention None or $10,000 Maximum Over and Above these Primary Placements:

Commercial General Liability Business Auto Liability Including Hired and Non-Owned Auto Liability Employers Liability Professional Liability (optional)

IX. TERMS & CONDITIONS

The selected Offeror will be required to sign an Authority standard contract. A copy of our Non- Professional Services Agreement template is included in Attachment A. Below are several items that must be included in any contract with a successful Offeror. This list is not intended to be inclusive, but only to make explicit some special requirements:

1. A statement of affirmative action and non-discrimination.

2. If, for any reason, the firm fails to fulfill in a timely and proper manner its obligations under this contract, the Authority shall have the right to terminate this contract by written notice no less than 30 days before a stated termination date. Either party may terminate this contract for any reason with written notice no less than 90 days before a stated termination date. In either event, work commenced before termination of this contract shall be completed by the firm, at the option of the Authority.

3. The Authority reserves the right to negotiate for additional services that may be required during the contract term.

4. Contract shall be for one year from date of award with the option for up to four (4) additional one (1) year renewals for a total contract length not to exceed five (5) years. Renewals shall be automatic unless either party notifies the other party in writing thirty (30) days prior to effective date. Any change in rates at renewals shall be agreed to by the Authority. General guidance on fee changes is to approximate the increase in the annual CPI-U index published by the Bureau of Labor Statistics.

ATTACHMENT A

(Sample of Nonprofessional Services Term Agreement)

MAY 29, 2026

NONPROFESSIONAL SERVICES TERM AGREEMENT

BETWEEN THE

RIVANNA WATER AND SEWER AUTHORITY

AND THE

RIVANNA SOLID WASTE AUTHORITY

695 MOORES CREEK LANE

CHARLOTTESVILLE, VA 22902

AND

MICHAEL BAKER INTERNATIONAL, INC.

9400 INNOVATION DRIVE, SUITE 110

MANASSAS, VA 20110

THIS TERM AGREEMENT, is entered into as of , 2026 by and between the Rivanna Water and Sewer Authority and the Rivanna Solid Waste Authority, Authorities duly organized and existing under the laws of the Commonwealth of Virginia, having an office and place of business at 695 Moores Creek Lane, Charlottesville, Virginia, 22902 hereinafter referred to as the “Authority”, and Michael Baker International, Inc., a corporation duly organized and existing under the laws of the State of Virginia, having an office and place of business at 9400 Innovation Drive, Suite 110, Manassas, VA 20110, hereinafter referred to as the "Company.”

WITNESSETH:

WHEREAS, the Authority selected and retained the Company based on a lawfully conducted procurement process and award resulting upon its Request for Proposals for a Term Agreement for Water and Sewer Companying Consulting Services (RFP # 16-07) undertaken in March-May of 2016;

WHEREAS, as a result of this award, the Authority may, at its sole discretion, authorize the Company to perform services related to the operation and maintenance of Rivanna Water and Sewer Authority water distribution and sewer collection facilities, storage facilities, pumping stations, and other such tasks and Services as requested by the Authority from time to time;

WHEREAS, the Company represents that it is duly licensed in Virginia, where necessary, qualified, and authorized to provide such services by highly experienced, highly qualified and duly licensed personnel; and

WHEREAS, the parties now desire to set forth the terms and conditions under which such services shall be performed for a period beginning and expiring with the dates as defined in Article 2 below.

NOW THEREFORE:

In consideration of the promises and mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE 1 - SERVICES AND FEES

a. The Company shall provide environmental consulting Services relative to the operation and maintenance of Rivanna Water and Sewer Authority water distribution and sewer collection facilities, storage facilities, pumping stations, and other such tasks and Services as requested by the Authority from time to time. All arrangements for such Services shall be made only by written Work Authorization duly executed on behalf of the Authority and the Company.

b. The specific Services to be provided (the “Services”) shall be described in executed Work Authorizations, which may incorporate by reference detail from other documents. Such Work Authorizations may be amended or supplemented from time to time during the term of this Agreement. Each Work Authorization shall specify this Agreement, shall contain a unique reference date, shall contain a reference to the project number and shall contain appropriate requirements and information for the control and monitoring of Services.

The Company shall submit a proposal to support each required Work Authorization. No direct compensation will be made for preparing the proposal. Each proposal shall consist of at least the following information:

Scope of Services to be provided including, but not limited to: PER, design, surveying, geotech, construction administration support with special inspections Design and construction start and completion schedules with any phased milestones and other task milestones;

Deadlines and composition of reporting on the progress toward completion of

Services;

Fixed Price with itemized estimates of hours and Services for each phase (all labor rates shall be pursuant to Exhibit A) as indicated by Company’s fee proposal, Exhibit B.

The Authority’s Project Manager; and The Company’s representative.

Definitions and phraseology applicable to Work Authorizations are set forth in Exhibit C – Definitions.

c. Conflicts between or among the terms of an approved Work Authorization and this Agreement will be resolved in accordance with Article 30 - Complete Agreement, and the Company shall notify the Authority immediately of the discovery of any such conflict.

d. No Work Authorization will be in force until executed by the duly authorized representatives of both the Authority and the Company. The Authority’s legal representative for the purpose of executing Work Authorizations shall be either the Executive Director or the Director of Finance.

e. Each executed Work Authorization shall be deemed to have been performed under and to form a material part of this Agreement.

f. The Company agrees that Services performed hereunder shall be managed, to the extent possible, by the individual designated in the Work Authorization. All arrangements for performance of Services shall be coordinated with the Authority’s Project Manager.

g. The Authority and the Company agree that Services performed hereunder shall be for the sole benefit of the Authority, not for the benefit of any other person or entity, and may not be relied upon by anyone other than the Authority.

ARTICLE 2 - TERM OF THE AGREEMENT

a. The term of this Agreement shall be one (1) year, commencing on July ___, 2026 and terminating on July ___, 2027 but shall not commence before both parties have executed this Agreement. All Services shall be subject to the provisions of this Agreement including specifically Article 13 - Termination and Suspension of this Agreement. This Agreement may be extended for up to three (3) additional one-year renewals for a total contract length not to exceed four (4) years. Renewals shall be automatic unless cancelled in writing thirty (30) days prior to effective date or such renewal is consistent with law.

ARTICLE 3 – COMPENSATION AND PAYMENTS

a. Unless agreed to in writing and in advance, the Authority shall be under no obligation to make any payment to the Company in excess of the Ceiling or Fixed Price stated in each Work Authorization. The Authority shall be under no obligation to make any payment for Services not authorized by an executed Work Authorization, except as allowed by Article 6, subsection b.

b. The Authority agrees to pay the Company for Services performed by the Company in accordance with this Agreement and the specific Work Authorization governing the Services, and Time and Materials Services, in accordance with the compensation and other unit costs set forth in Exhibit A - Fee Schedule, attached hereto and made a material part hereof. The prices, categorical labor rates and/or unit costs set forth in said Exhibit A shall be subject to negotiated adjustments effective July 1 of each calendar year. Price increases shall be limited to no more than the percentage increase in the Consumer Price Index for All Urban Customers (CPI-U) for the most recently published twelve months as provided by the U.S. Department of Labor, Bureau of Labor Statistics. All adjustments are subject to the approval of the Authority via contract amendment.

c. Such sums as may be due hereunder less any amounts already paid will be billed to the Authority by the Company within twenty-one (21) days after the end of each calendar month.

(1) Fixed Price Work Authorization - Compensation and billing for Services performed under a Fixed Price Work Authorization shall be as follows:

(a) The Authority agrees to pay the Company the Fixed Price specified in a Fixed Price Work Authorization for completion of all Services described in the Fixed Price Work Authorization.

(b) At the completion of Services or at milestones specified in the Work Authorization (whichever the Authority specifies) the Company will submit to the Authority’s Project Manager invoices in form and detail satisfactory to the Authority providing, at a minimum, the following:

(i) Project Title and Work Authorization date, a description of the Services completed since the last invoice, and the Company’s estimate of the percentage of the total Services called for in the Work Authorization completed to date.

(ii) The Company’ statement of all fees earned since the last invoice. Such amount shall be based on the percentage of the total Services called for in the Work Authorization completed since the last invoice.

(iii) Evidence of payment or commitment for payment of all taxes, subcontractors, and labor as the Authority may reasonably require.

(2) Time and Materials Work Authorization - For Services performed pursuant to a Time and Materials Work Authorization, the Company will invoice the Authority for time performed and materials paid for during the immediately preceding month.

At the Completion of Services specified in a Time and Materials Work Authorization, and either (i) monthly during the performance of such Services or

(ii) at the completion of milestones specified in the Work Authorization (whichever the Authority specifies), the Company will submit to the Authority’s Project Manager invoices/documents in form and detail satisfactory to the Authority providing, at a minimum, the following:

(a) Project Title and Work Authorization date, the Ceiling Price, a summary of the Services performed since the last invoice, and the total cumulative amounts previously invoiced under the Work Authorization for prior months.

(b) A summary of Services performed by each employee including the employee's name, hourly rate, and hours Servicesed.

(c) Documentation of Expenses.

(d) Evidence of payment or commitment for payment of all taxes, subcontractors, and labor as the Authority may reasonably require.

(e) A signed certification by the Company’s representative that all labor and expenses included in the invoice reflect Services for the Authority as authorized by this Agreement and the appropriately specified Work Authorization.

d. The Company shall submit such invoices to the attention of the Authority’s Project Manager (as defined in the Work Authorization) within thirty (30) days of the performance of the Services specified in the invoice. The Authority will not pay for invoices submitted for Services performed more than twenty-one (21) days prior to the receipt of the invoice. The Authority agrees to pay properly invoiced charges approved by the Authority’s Project Manager within thirty (30) days after the Authority’s receipt of properly completed invoices. The Authority will notify the Company of objections to any invoice within fourteen (14) days after receipt of such invoice and will make payment within thirty (30) days after receipt of the Company’s corrected invoice, provided that, if the Company demonstrates to the satisfaction of the Authority that its original invoice is correct, the Authority will make payment within fifteen (15) days thereafter. The Authority shall promptly pay for undisputed invoice charges. The Authority reserves the right to specify additional invoice processing procedures in individual Work Authorizations.

e. Any payment(s) otherwise due the Company for any item of Services not in dispute may be withheld by the Authority (in whole or part) in order to off-set any damages caused by the Company or its subcontractors to the Authority or the Authority's property in connection with the performance of any Services under the disputed Work Authorization or any other Work Authorization. In no event shall payment be made for any Services performed by the Company or its subcontractors if such Services is not stated in or is not otherwise agreed to be within the scope of the Work Authorization.

f. At any time prior to final payment for Time and Material Services under this Agreement and within one (1) year thereafter, the Authority shall have the right to audit direct charges, to the extent the Authority may deem necessary, for the purpose of verifying charges claimed under invoices. The Company agrees to maintain and make available records and books of account detailing costs and expenses charged against this Agreement or invoice hereunder. If the Authority contracts directly for an item, it shall be solely responsible for the performance of the party from whom it contracts for the item.

g. The amount charged to the Authority by the Company for Services or for materials which are purchased by the Company for resale without modification, shall not exceed the amount paid by the Company for such Services or material, except as specified below:

For subcontracted technical Services provided by others or purchased material or equipment for use at the Authority’s site(s), the mark-up will not exceed 5% of the subcontracted Services or purchased material, with a ceiling of $50,000 per specified subcontracted task. The mark-up is intended to cover the cost of subcontract administration and payment and accounting associated with the management of the subcontract. Mark-up is not intended as profit; the Company may include a mark-up in lieu of the labor costs associated with these Services but may not charge the Authority both direct labor and mark-up for the same Services.

For incidental charges directly related to a project, such as travel, postage, or copy charges, the Authority will reimburse the Company on an actual cost basis (unless otherwise indicated on Exhibit A).

The Authority will compensate the Company for reasonable charges that relate to normal use of land and wireless telecommunications, internet Services, facsimile transmissions, invoice preparation, and computer time and usage at a rate not to exceed two-percent (2%) of monthly labor (unless otherwise indicated on Exhibit A).

h. The Company shall utilize only that number of supervisory and other personnel reasonably necessary to ensure proper performance of the Services and shall not overstaff any element of the Services. The Company shall utilize the level or job class of personnel commensurate with the Services required, unless the Authority has given prior approval for a different level or class of personnel to be used. The Company shall only charge travel as reasonable and necessary to the project. All air travel shall be coach or economy class. Any travel expense in excess of five hundred ($500) must be approved by the Authority in writing before the expense is incurred.

i. In no case shall the total compensation obligated or paid by the Authority for the combined total of all Work Authorizations subject to this Agreement within a one-year term exceed the limits defined for multiple project professional Services contracts contained in Section 2.2-4301 of the Virginia Public Procurement Act, as amended.

ARTICLE 4 - EXCUSABLE DELAYS AND CLAIMS

a. Except for weather delay claims (which are covered in subparagraph (e)), should the progress or completion of the Services required under any Work Authorization be delayed due to causes for which the Company was not responsible and causes beyond the control of Company, such as accidents, wars, and natural disasters, the time for completion of said Services shall be extended for an equivalent period of such delay as may be approved in writing by Authority (such approval not to be unreasonably withheld). Delays caused by acts of subcontractors or parties engaged by Company shall not be excusable unless such subcontractor's or party's delay was excusable within the meaning of this clause and Company was unable to secure alternate sources of supply or Services within a commercially reasonable time. Whenever Company believes that there has occurred an act or omission of Authority or an event beyond the reasonable control of Company that may cause a delay to perform, it shall promptly notify Authority by telephone as soon as practicable under the circumstances, and shall also send written notice to Authority. The Company shall use its best efforts to minimize any delay and continue its performance.

b. Where the Company is unable to perform within a commercially reasonable time period, or its performance is progressing at a rate unacceptable to Authority in the sole and unfettered judgment of the Authority, the Authority reserves the right, upon written notice to the Company, to contract with other firms in order to complete the Services, and a change order to this Agreement shall be executed by the parties to equitably reduce the Company's compensation.

c. The Authority shall be excused for any delays due to causes beyond its reasonable control.

d. If the Company suffers any injury or damage because of an act or omission of the Authority, its employees, agents or others for whose acts the authority is legally liable, written notice of such injury or damage, whether or not insured, by the Company shall be given by the Company to the Authority within a reasonable time not exceeding twenty-one (21) days after first observance. The notice shall provide sufficient detail to enable the Authority to investigate the matter. If a claim of additional cost or time related to this claim is to be asserted, it shall be filed in writing.

e. The Company, in submitting his proposal, acknowledges that he has taken into consideration normal weather conditions. Normal weather does not mean statistically average weather, but rather means a range of weather patterns which might be reasonably anticipated based on weather data for the past ten (10) years, (i.e., conditions which are not extremely unusual). Normal weather conditions shall be determined from the public historical records available. No additional compensation will be paid to the Company because of adverse weather conditions; however, an extension of time for abnormal weather will be reasonably considered by the Authority under the following conditions:

(1) The request for additional time shall be further substantiated by weather data collected during the period of delay at the Site. Said data must demonstrate that an actual departure from normal weather occurred at the Site during the dates in question.

(2) The extension requested must be supported by a delay in completion of the entire Project shown on the critical path of the accepted CPM Schedule required for the Project. Extensions will be granted only for delays in completion of the Project, not for that portion of any delay which consumes only "float" time.

(3) A request for extension of time based on abnormal weather must be made in writing within five (5) calendar days of the completion of the calendar month during which abnormal weather is claimed at the Site.

(4) All of the evidence and data supporting the request must be furnished to the Authority before any consideration will be given to the request. That supporting data shall be submitted by the end of the calendar month following the month for which the request is made.

ARTICLE 5 – INTENTIONALLY OMITTED

ARTICLE 6 – CHANGES

a. At any time during the performance of any Work Authorization hereunder, the Authority shall have the right to make Changes in, deletions from (see Article 13 – Termination and Suspension), or additions to the Services, hereinafter collectively referred to as "Changes." In the event that such Changes require different and/or additional Services by the Company, prior to commencement of Services under such Change, the Company shall present to the Authority, and the Authority shall consider, a proposal for an equitable increase in its compensation for Services rendered because of such Change. Such proposal shall be supported by such data and information as the Authority reasonably may require. Any such proposal by the Company for an equitable change in compensation and/or schedule shall be mutually agreed to through a new executed Work Authorization prior to the commencement of Services under the proposed Change.

b. The parties anticipate that certain Changes hereunder may be required under urgent circumstances not permitting sufficient time in which to meet the formalities described in subsection a, above. In such event, both parties agree to use their best efforts to execute a new Work Authorization required as well as to fully define equitable increase in compensation, as soon as reasonably possible after the Change is ordered by the Authority. In no case shall Services performed under urgent circumstances cover a period longer than fourteen (14) calendar days or cause a total liability to the Authority in excess of five thousand ($5,000) dollars without first being reduced to writing in an executed Work Authorization.

ARTICLE 7 - INSURANCE

a. The Company agrees to secure and carry as a minimum, throughout the term of this Agreement, the following insurance covering all Services to be performed under this Agreement:

Commercial General Liability:

General Aggregate Limit $2,000,000 Products-Completed Operations Aggregate $2,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence Limit $1,000,000 Fire Damage Limit (Any One Fire) $100,000 Medical Expense Limit (Any One Person) $10,000 Employee Benefits Liability $1,000,000

Retention or Deductible None; $1,000 for Employee Benefits Notice of Cancellation or Non-Renewal 45 Days Hold Harmless Agreement Existence Stated in CGL Contract

Business Automobile Professional Liability:

Combined Single Limit Liability $1,000,000 Medical Payments $5,000 Uninsured Motorist $1,000,000 Hired, Rented and Leased Autos $1,000,000 Non-Owned Autos $1,000,000 Retention or Deductible None Comprehensive Deductible CONTRACTOR’s Choice Collision Deductible CONTRACTOR’s Choice

Servicesers’ Compensation and Employers Liability:

Servicesers’ Compensation Virginia Statutory Benefits Employers Liability $500/$500/$500,000 or

Amount Necessary for Excess Liability Underwriters

Retention or Deductible None

All subcontractors must maintain Serviceser’s compensation insurance as required by Virginia Statute.

Professional Liability:

General Aggregate $5,000,000 Each Claim $5,000,000 Retroactive Date None Retention Not To Exceed $10,000/Claim

Excess Third-Party Liability:

General Aggregate $5,000,000 Products-Completed Operations $5,000,000 Each Incident Limit $5,000,000 Retention None or $10,000 Maximum Over and Above these Primary Placements:

Commercial General Liability Business Auto Liability Employers Liability Professional Liability (optional)

The CGL insurance shall include contractual liability with limits not less than those set forth above. The Company shall provide the Authority with a certificate of insurance or other satisfactory evidence that such insurance has been obtained and that such policies are maintained in force throughout the period in which the Company provides Services to the Authority under this Agreement. Upon the Authority’s written request, the Company shall provide the Authority with copies of any or all of such policies of insurance. Each certificate of insurance shall require thirty (30) days notice to the Authority if an insurance policy stated on the certificate is to be cancelled without an “endeavor to” or “use best efforts to” clause. Should evidence of continuous insurance coverage meeting the requirements of this Article not be maintained, the Authority may withhold payment on invoices payable to the Company until such insurance is restored to the reasonable satisfaction of the Authority.

b. Upon the mutual agreement of the Company and the Authority, Company shall attempt to procure and maintain one or more policies of insurance in addition to the types of insurance described in subsection a. above, or procure policies of insurance coverage of the same types described in subsection a. above with increased policy limits, to the extent that such insurance is available. Additional premiums and costs incurred by the Company in connection with obtaining such additional or different policies of insurance shall be reimbursed by the Authority as an additional Project expense.

ARTICLE 8 - REGULATORY COMPLIANCE/PERMITS & LICENSES

The Company agrees to obtain and maintain, at its own expense, permits, licenses and other forms of documentation required for the Company to comply with existing laws, ordinances, and regulations of any state, county, township, or municipal subdivision thereof, or other governmental agency, which may be applicable to the Company’s performance of Services hereunder.