COUNTY OF HENRICO, VIRGINIA – Department of Finance, Purchasing Division 8600 Staples Mill Road / P.O. Box 90775 / Henrico, VA 23273-0775

Phone: (804)501-5660 Version 6.1.26

RFP No. 26-2996-8ARA September 18, 2026

Request for Proposal (“RFP”) Recreation Management Software System

Your firm is invited to submit a proposal to provide a Recreation Management Software System in accordance with the enclosed Specifications and General Terms and Conditions. Pursuant to Section 2.2- 4304 of the Code of Virginia, this procurement is a cooperative procurement being conducted on behalf of Henrico County and other public bodies.

Your firm’s proposal submittal, consisting of one (1) complete electronic copy and one (1) redacted electronic copy (if applicable) in a “pdf” format, will be received no later than October 15, 2026, at 2:00 PM by submission through the Commonwealth of Virginia’s electronic procurement platform eVA.

Time is of the essence, and any offeror that attempts to submit a proposal after the appointed hour for submission, will be unable to, because eVA automatically closes the solicitation at the appointed time.

The time of receipt shall be determined by the time clock in eVA. Offerors are responsible for ensuring that their proposals are submitted in eVA by the deadline indicated.

Nothing herein is intended to exclude any responsible offeror or in any way restrain or restrict competition. On the contrary, all responsible offerors are encouraged to submit proposals. The County of Henrico reserves the right to accept or reject any or all proposals submitted.

Pursuant to Henrico County Code Section 16-43, the award will be made by the Purchasing Director.

This RFP and any addenda are available on the County of Henrico website at:

http://henrico.gov/finance/divisions/purchasing, and on eVA at https://eva.virginia.gov/.

Should you have any questions concerning this RFP, please contact Amy Anthes at ant041@henrico.gov by no later than September 24, 2026.

Very truly yours, Amy Anthes, VCO

Purchasing Analyst III about:blank http://henrico.gov/finance/divisions/purchasing https://eva.virginia.gov/

TABLE OF CONTENTS

I. Introduction

A. Purpose B. Background

II. Scope of Services III. County Responsibilities IV. Anticipated Procurement Schedule V. Proposal Submission Requirements and Instructions VI. Proposal Response Format VII. Proposal Evaluation / Selection Process VIII. General Contract Terms and Conditions

A. Annual Appropriations B. Antitrust C. Artificial Intelligence Systems Clause D. Assignment of Contract E. Authorization to Transact Business in the Commonwealth F. Award of the Contract G. Changes to the Contract H. Collusion I. Compensation J. Controlling Law and Venue K. County License Requirement L. Drug-Free Workplace to be Maintained by the Contractor (VA. Code §2.2-4312) M. Employment Discrimination by Contractor Prohibited N. Employment of Unauthorized Aliens Prohibited O. Environmental Management P. Ethics in Public Contracting Q. Insurance Requirements R. Minority-, Woman-, Military Family-, Service Disabled Veteran-Owned, Small Business and Employment Services Organizations S. No Discrimination against Faith-Based Organizations T. Nondiscrimination of Offeror U. Occupational Safety & Health Policy Statement V. Ownership of Deliverable and Related Products W. Payment Clauses Required by Va. Code §2.2-4354

X. Record Retention and Audits Y. Safety Z. Severability AA. Subcontracts BB. Successful Offeror’s Performance CC. Taxes DD. Termination by County EE. Testing and Inspection FF. Use of Forced and Child Labor Prohibited (VA Code § 2.2-4311.4)

IX. Special Contract Provisions A. Contract Period B. Continuity of Services C. Cooperative Procurement D. Federally Imposed Tariffs E. Indemnification F. Information and Communications Technology Access G. License Agreement Addendum H. Non-Exclusive Contract I. Warranty

X. Attachments ATTACHMENT A – Proposal Signature Sheet ATTACHMENT B – Business Category Classification Form ATTACHMENT C – Virginia State Corporation Commission Registration Information ATTACHMENT D – Proprietary/Confidential Information Identification ATTACHMENT E – County of Henrico Insurance Specifications ATTACHMENT F – Certification for Direct Contact with Students ATTACHMENT G – Sample Contract ATTACHMENT H – License Agreement Addendum ATTACHMENT I – Information and Communications Technology Access Certification

ATTACHMENT J Functional and Technical Requirements ATTACHMENT K - Pricing

I. Introduction A. Purpose

The intent and purpose of this Request for Proposal (“RFP”), and the resulting contract, is to obtain services from a qualified firm to provide a comprehensive, secure, and scalable Recreation Management Software Solution (“Solution”) that supports the core business functions of Henrico County Recreation and Parks (“HCRP”). in accordance with the Scope of Services section of the solicitation.

B. Background

The HCRP Department is a dynamic and forward-thinking organization committed to shaping the future of recreation, enriching lives, and connecting communities in Henrico County. As stewards of more than 56 parks and historic sites that collectively serve more than 6.7 million visitors each year, we are driven by a bold vision: to redefine what exceptional recreation and park experiences look like and to set the industry standard for innovation, sustainability, and community connection.

We aim to inspire belonging and elevate the quality of life by creating places and experiences where every resident feels welcomed, supported, and empowered to thrive.

Our mission is rooted in excellence, accessibility, and impact. This commitment to excellence is anchored by our Core Values, which shape every decision we make and experience we create:

• Community: We provide safe, clean, and well-maintained parks and facilities where residents can gather, connect, and thrive.

• Inclusion: We ensure all residents have equitable access to our sites, programs, and services, fostering a welcoming environment where everyone is valued.

• Stewardship: We responsibly manage and preserve open spaces and historic resources so they remain vibrant community assets for generations to come.

• Wellness: We prioritize the physical, mental, and emotional well-being of our community through recreation, fitness, and outdoor experiences that support healthy, balanced lifestyles.

Our vision comes to life through a diverse portfolio of classes, performances, and large-scale events. Through thoughtful stewardship, our facilities offer accessible opportunities such as private event rentals, open gym programs, and fitness memberships that encourage active lifestyles and meaningful connections.

As we continue to grow, HCRP remains dedicated to cultivating vibrant spaces, fostering community pride, and leading with innovation, ensuring that Henrico County continues to be a place where people come together, feel connected, and experience the highest quality of recreational opportunities.

Through this solicitation, HCRP seeks to obtain a modern, fully web-based, mobile-accessible platform that enhances operational efficiency and customer experience through real-time data synchronization, robust security and accessibility compliance, reliable hosting, and powerful administrative configuration tools.

II. Scope of Services

The Successful Offeror shall deliver a comprehensive, secure, and scalable Recreation Management Software Solution that supports Henrico County Recreation and Parks core business functions. The Solution must enable centralized operations, provide public self‑service, improve financial accuracy, enhance staff productivity, ensure security and accessibility, and deliver reliable support.

A. Functional Areas

The list of functional areas of the desired future systems environment are as follows:

1. Technical and Hosting

2. Security and Compliance

3. Membership Management

4. Integration and Data Exchange

5. Access Control

6. Mobile

7. Profile Setup and Account Management

8. Administration and Controls

9. Financial and Payments

10. Marketing and Communications

11. Facility and Shelters

12. Program and Activity

13. Waiver and Forms

14. Reporting and Analytics

15. Training and Implementation

The list of Functional and Technical Requirements/ Capabilities in Attachment J- Functional and Technical Requirements/Capabilities contains the detailed functionality the County requires within each functional area in the Solution. This is in an Excel spreadsheet. Provide your responses in Attachment J.

B. Project Management Documentation.

The following information establishes the expectation of the minimum level of project management documentation to be provided by the Successful Offeror(s) as a part of, but not exclusively, the resulting implementation services offered. As part of the implementation scope, following signing of a contract, the Successful Offeror(s) shall develop and provide the County with the following items:

1. Project Management Plan

A detailed Implementation Project Plan that, at a minimum, includes the following:

a. Objectives

b. Deliverables and Milestones

c. Project Schedule

d. Resource Management Processes

e. Scope Management Processes

f. Risk Management Processes

g. Quality Management Approach

h. Communication Management Approach

i. Organizational Change Management Approach

j. Status Reporting

2. Data Conversion Plan

3. Training Plan

4. System Interface Plan

5. Testing and Quality Assurance Plan

6. Pre- and Post-Implementation Support

7. System Documentation

8. Risk Register

C. Personnel

The Successful Offeror’s personnel providing goods and services under the contract shall possess the necessary skills, experience, and knowledge, to perform their assigned duties. In the event assigned personnel are providing non-conforming or unsuitable services, the County shall notify the Successful Offeror and provide the opportunity to rectify the deficiency. If unable to cure the nonconforming services, the Successful Offeror shall remove from the project and replace the Successful Offeror’s personnel that the County deems unsuitable for the project with a resource possessing the necessary skills, experience, and knowledge, to perform their assigned duties in a satisfactory manner.

D. Software Upgrades

The County shall be entitled to any and all upgraded versions of the software covered in the contract that becomes available from the Successful Offeror(s). Such upgrades shall be provided at no cost to the County so long as a valid maintenance and support agreement, or if applicable software as a service licensing agreement, is in place.

E. Performance Review

The Successful Offeror(s) may be required to meet with the County’s Project Manager not less than once per quarter to conduct a performance review of the Successful Offeror. These meetings will be either in person at County offices, or via teleconference or web-conference.

This performance review will include a review of the pricing, delivery performance, customer service, and improving operational efficiency.

III. County Responsibilities

The County will designate an individual to act as the County’s representative with respect to the work to be performed under this contract. Such individual shall have the authority to transmit instructions, receive information, and interpret and define the County’s policies and decisions with respect to the contract.

IV. Anticipated Procurement Schedule

The following represents the timeline of the process currently anticipated by the County:

Request for Proposal Distributed September 18, 2026 Questions Due By September 24, 2026

Receive Written Proposals By October15, 2026 Conduct Oral Interviews with Offerors Oct.

Negotiations Completed Oct.

Award Contract Oct./Nov.

Installation/Services Begin Nov.

V. Proposal Submission Requirements and Instructions A. The Purchasing Division will not accept oral proposals, nor proposals received by telephone, FAX machine, email or hard copy submissions. Proposals will only be accepted through eVA.

B. The Proposal Signature Sheet (Attachment A) must accompany any proposal(s) submitted and be signed by an authorized representative of the Offeror. If the Offeror is a firm or corporation, the Offeror must print the name and title of the individual executing the proposal. All information requested should be submitted. Failure to submit all information requested may result in the Purchasing Division requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal.

C. The time proposals are received shall be determined by the time clock in eVA. Offerors are responsible for ensuring that their proposals are submitted in eVA by the deadline indicated.

D. By submitting a proposal in response to this RFP, the Offeror represents it has read and understands the Scope of Services and has familiarized itself with all federal, state, and local laws, ordinances, and rules and regulations that in any manner may affect the cost, progress, or performance of the Contract work.

E. The failure or omission of any offeror to receive or examine any form, instrument, addendum, or other documents or to acquaint itself with conditions existing at the site, shall in no way relieve any offeror from any obligations with respect to its proposal or to the Contract.

F. Trade secrets or proprietary information submitted by an offeror in connection with this procurement transaction 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. An Offeror may not designate as trade secrets or proprietary information (a) an entire proposal, (b) any portion of a proposal that does not contain trade secrets or proprietary information, or (c) line item prices or total proposal prices. (Va. Code § 2.2-4342(F)). (Attachment D)

G. A proposal may be modified or withdrawn by the Offeror any time prior to the time and date set for the receipt of proposals. The Offeror shall follow the process in eVA. No proposal can be withdrawn after the time set for the receipt of proposals and for 120 days thereafter.

H. Each offeror is responsible for determining that it has received all addenda or Questions & Answers (“Q&A”) issued by the Purchasing Division before submitting a proposal. If an addendum or Q&A is issued after an offeror has submitted a proposal response, the

Offeror shall resubmit their proposal in the latest solicitation round in eVA. The County will only evaluate proposals submitted in the latest solicitation round in eVA.

I. Clarifications, Comments and Questions The County welcomes comments regarding how the RFP and scope of services may be improved. Offerors requesting clarification, interpretation of, or improvements to the RFP, shall submit technical questions in writing by no later than September 24, 2026. Any changes to this RFP shall be in the form of a written addendum issued by the Purchasing Division.

J. All proposals received on time pursuant to the provisions of this RFP shall be accepted for consideration. Proposals shall be open to public inspection only after award of the Contract.

K. Refusal To Incorporate the County’s Terms Conditions, Special Contract Provisions, and Contract Documents as Part of the Contract Offerors that take blanket exception to the RFP, the County’s General Contract Terms and Conditions, the Special Contract Provisions, the Non-Professional Services Contract and/or the License Agreement Addendum, or that refuse to incorporate the County’s General Contract Terms and Conditions, the Special Contract Provisions, the Offeror’s original proposal, the Non-Professional Services Contract and/or the License Agreement Addendum, will not be considered for contract award and their proposal will be rejected. An Offeror must specifically identify any exception to any provision in the tab titled “Exceptions” of its proposal, so that the exceptions can be resolved prior to determination of a Contract award.

L. Responsible Offeror Certification

1. “Responsible offeror” means a person who has the capability, in all respects, to perform fully the contract requirements and the moral and business integrity and reliability that will assure good faith performance, and who has been prequalified, if required.

2. In determining whether an offeror is responsible, the County will consider whether the Offeror has defaulted on any government contract in the last five years; whether any government has terminated a contract with the Offeror for cause in the last five years; and whether Offeror or any of its officers, directors, partners, or owners is currently barred from participating in any procurements by any federal, state, or local government agency.

3. As part of its proposal, the Offeror must certify that it has not defaulted on any government contract in the last five years or must explain any such default in reasonable detail. The County may deem any such explanation of default insufficient if it does not include contact information for the government on whose contract the Offeror defaulted.

4. As part of its submission, the Offeror must certify that no government has terminated a contract with the Offeror for cause in the last five years or must explain any such termination for cause in reasonable detail. The County may deem any such explanation of termination for cause insufficient if it does not include contact information for the government that terminated a contract with the Offeror for cause.

5. As part of its submission, the Offeror must certify that neither it nor any of its officers, directors, partners, or owners is currently barred from participating in any procurements by any federal, state, or local government body. If the Offeror cannot make such certification, the Offeror must explain any ban in reasonable detail. The County may deem any such explanation insufficient if it does not include contact information for the public body that barred the Offeror or the Offeror’s officer, director, partner, or owner from participating in any procurement on any federal, state, or local government body’s contract.

6. If the Offeror fails to submit certifications or explanations in accordance with this section, the Purchasing Division may require prompt submission of missing information and/or give a lowered evaluation of the proposal.

7. The Offeror must notify the County immediately if the Offeror discovers that its certification was erroneous when submitted or has become erroneous.

8. The fact that the Offeror defaulted on a government contract in the last five years; the fact that a government terminated a contract with the Offeror for cause in the past five years;

or the fact that the Offeror or any of its officers, directors, partners, or owners has been barred from bidding on contracts by any federal, state, or local government body will not necessarily result in the County deeming the Offeror nonresponsible.

9. If it is later determined that the Successful Offeror knowingly made a false certification, the County may terminate the contract for cause.

VI. Proposal Response Format A. Offerors shall submit a written proposal that presents the Offeror’s qualifications and understanding of the work to be performed. Offerors must address each evaluation criterion and be specific in presenting their qualifications. The proposal should provide all the information considered pertinent to the Offeror’s qualifications for this project.

B. The Offeror should include in its proposal the following:

1. Table of Contents

All pages are to be numbered.

2. Tab 1 – Introduction and Signed Forms In this tab, the following items should be provided:

a. Cover Letter – On company letterhead, signed by a person with the corporate authority to enter into contracts in the amount of the proposal.

b. Proposal Signature Sheet – Attachment A

c. Business Classification Form – Attachment B

d. Virginia State Corporation Commission Registration Information – Attachment C

e. Proprietary/Confidential Information – Attachment D

f. County of Henrico Insurance Specifications – Attachment E

g. Direct Contact with Students - Attachment F

h. Sample Contract – Attachment G

i. License Agreement Addendum – Attachment H

j. Information and Communications Technology Access Certification - Attachment I

k. Software Solution Requirements – Attachment J

3. Tab 2 – Statement of the Scope In this tab, offerors, in concise terms, shall state their understanding of the Scope of Services requested by this RFP in Section II.

4. Tab 3 – Default, Termination and Barred Certification Statement

Pursuant to Section V, Items L(3), L(4) and L(5), in this tab, offerors shall certify (i) that it has not defaulted on any government contract in the last five years, (ii) that no government has terminated a contract with the Offeror for cause in the last five years, and

(iii) that neither it nor any of its officers, directors, partners, or owners is currently barred from participating in any procurements by any federal, state, or local government body. If any of the aforementioned certifications cannot be made, offerors must explain in reasonable detail.

5. Tab 4 -Experience and Qualification of Offeror Offerors must provide a comprehensive overview of your organizations qualifications and your readiness to support the County. The profile must include:

a. Company history, mission, and organizational structure.

c. Years of experience implementing recreation management software solutions.

d. Organizations capacity to support this project.

e. Customer success model and ongoing support services.

f. Relevant certifications that demonstrate expertise in recreation management software solutions.

g. Three References from comparable engagements with public or government agencies.

6. Tab 5 – Disclosure of Generative AI Usage for Offeror Proposal In this tab, Offerors must disclose if any part of their proposal has been generated using generative AI technologies. If so, please specify the sections or content generated using GAI related technologies.

7. Tab 6 – Overview of Project Team Experience and Qualifications In this tab, Offerors must identify the key personnel who will be assigned to the project and responsible for implementation, integration, maintenance and ongoing support.

a. Team Structure and Roles – A list of key personnel including name, title, resumes, role in project and description of specific responsibilities.

b. Qualifications and Experience – A brief professional biography or resume for each team member.

c. Team members experience working in similar environments.

d. Team members’ certifications.

e. Availability and Commitment – Estimated level of involvement (% of time allocated to the County); if the Team Member is dedicated or shared across other projects;

location of Team Members ( onsite, remote, U.S. based, offshore, hybrid)

f. Subcontractors – Identify any personnel who are subcontractors and provide the same role, responsibility and qualification information as above.

g. Primary Contact and Project Continuity – Identify a primary point of contact who will serve as the project liaison and describe your approach to continuity in the event of personnel turnover.

h. Include your travel plan to include proposed onsite visit schedule aligned with the implementation plan.

8. Tab 7 – Solution Description In this tab, Offerors shall provide an overview of the proposed Solution and,

a. Identify included, optional, and third party applications

b. List all required plugins or extensions

9. Tab 8 – Change Order Process In this tab, Offerors must describe in detail their change order process to include”

a. Describe what constitutes no-cost vs. cost-based

b. Provide templates

c. Contract Amendments must use the County’s amendment document

10. Tab 9 – Data Refresh Process In this tab, Offerors shall describe their process and limits for refreshing production data to testing environments.

11. Tab 10 – Deliverables Matrix In this tab, Offerors shall provide a template that would list each deliverable, description, due dates and timeframes, Offerors responsibilities, and County responsibilities. Offeror should describe defect logging, tracking and resolution processes.

12. Tab 11 – Attachment J Attachment J – Functional and Technical Requirements/Capabilities is an Excel document that provides detailed requirements and capabilities related to software features and functions, as well as potential interfaces and data conversion requirements. This tab is to include the Offeror’s response as detailed in Attachment J

– Functional and Technical Requirements/Capabilities, which is an Excel document to be filled out by offerors. Offerors are to provide responses to Attachment jI in both Excel format, and also in PDF format. appended to the responses to Tabs 10-19

13. Tab 12 – Pricing / Cost Proposal Offerors may not propose a cost plus a percentage of cost contract pricing arrangement.

See Attachment K.

14 Tab 13 – Exceptions In this tab, offerors shall list any exceptions taken to the Scope of Services, General Terms and Conditions, and Special Contract Provisions of this RFP. Unless specific exceptions are made and changes are mutually negotiated, all terms and conditions in the General Terms and Conditions, Special Contract Provisions, and Scope of Services of this RFP will be incorporated by reference in the resulting contract. If taking exception to any provision of the RFP, an offeror must clearly (1) identify which section of the RFP to which it takes exception (e.g., RFP page 16, Sec. VIII, General Contract Terms and Conditions – W. Record Retention and Audits), and (2) state whether it is proposing deleting or modifying the County’s language; if the offeror proposes modifying the County’s language, the offeror must provide alternative language for the County’s consideration. Any agreed upon modifications to the standard terms and conditions in the RFP will be memorialized in a “Negotiated Modifications” exhibit to the resulting contract. [Exceptions to any liability provisions contained in this RFP is not required to be submitted.

15. Tab 14 – Assumptions In this tab, offerors shall list any assumptions made when responding to this RFP.

16. Tab 15– Appendices Optional for offerors who wish to submit additional material that will clarify their response.

VII. Proposal Evaluation / Selection Process Selection of the Successful Offeror will be based upon submission of proposals meeting the selection criteria. The minimum selection criteria will include:

Evaluation Criteria Technical Approach, Capability and Functionality 30 (In accordance with Section VI, Items B3, B8, B9, B10, B11, B12 and B14, this criterion assesses the Offerors ability to meet the required scope of services as specified in the RFP, Section II, A.

(See Attachment J, Functional Areas ).

Project Management Approach, Timeline and Milestones 25 (In accordance with Section VI, Item B8, this criterion assesses the Offerors ability to meet the required scope of Services as specified in the RFP, Section II, B, C, D, and E .)

Experience, References, and Qualifications 25 (In accordance with Section VI, Items B2, B4, B5, B6 and B7, this criterion assesses the Offerors ability to meet the required scope of Services as specified in the RFP, Section II.)

Price 15 (In accordance with Section VI. Item B13.)

Quality of Proposal Submission / Oral Presentation 5 (This criterion considers the overall quality of the Offeror’s proposal submitted and any oral presentations required.)

Total 100

For goods, nonprofessional services, and insurance, selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals, on the basis of the factors involved in the RFP, including price if so stated in the RFP.

In the case of a proposal for information technology, as defined in Va. Code § 2.2-2006, the County shall not require an offeror to state in a proposal any exception to any liability provisions contained in the RFP. However, when negotiations are conducted offerors shall state any exception to any liability provisions contained in the RFP in writing at the beginning of negotiations, and such exceptions shall be considered during negotiation.

Price shall be considered, but need not be the sole or primary determining factor. After negotiations have been conducted with each offeror so selected, the County shall select the offeror which, in its opinion, has made the best proposal and provides the best value, and shall award the contract to that offeror.

Should the County determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that offeror. The County reserves the rights to award this contract to multiple Offerors.

VIII. General Contract Terms and Conditions

A. Annual Appropriations1 The contract resulting from this procurement (“Contract”) shall be subject to annual appropriations by the Henrico County Board of Supervisors. Should the Board fail to appropriate funds for this Contract, the Contract shall be terminated when existing funds are exhausted. The Successful Offeror (“Successful Offeror” or “Contractor”) shall not be entitled to seek redress from the County or its elected officials, officers, agents, employees, or volunteers should the Board of Supervisors fail to make annual appropriations for the Contract.

B. Antitrust By entering into a contract, the Successful Offeror conveys, sells, assigns, and transfers to the County of Henrico, Virginia 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 services purchased or acquired by the County under the contract.

C. Artificial Intelligence Systems Clause The following terms apply to any artificial intelligence system, as defined in the Advancing American AI Act, section 7223(4) of Pub. L. 117-263 (“AI System”) provided or used in the Successful Offeror’s performance of this contract.

1. If the Successful Offeror will provide or use an AI System owned and/or operated by a third party (“Service Provider”) in the Successful Offeror’s performance of this contract, the Successful Offeror is responsible for ensuring that the AI System conforms with this clause and the County’s Artificial Intelligence (AI) Policy found at:

https://employees.henrico.gov/employment/policies/section13/#1309. All AI Systems must conform to Virginia and federal law.

2. The County retains full ownership of, and will own, all data, information, personally identifiable information, or content (collectively, “Data”) submitted to the AI System by, or on behalf of, the County, including but not limited to user prompts, queries, instructions, system prompts, source data, documents, knowledge bases, and any other information or content submitted to the AI System by, or on behalf of, the County.

3. The County retains full ownership of, and will own, all Data generated by the AI System with County Data or County usage context, including but not limited to responses, results, analyses, anonymized data, derivative data, metadata, logs, synthetic data, and any other output or action produced by the AI System but excluding technical system-

1 Mandatory contract provision. Any proposal that takes exception to this provision, whether in part or in whole, may be rejected and not considered.

https://employees.henrico.gov/employment/policies/section13/#1309 level data that contains no County Data or County usage context, such as performance metrics, token counts, and processing times.

4. The County retains full ownership of, and will own, all Custom Developments. The Successful Offeror and Service Provider must dedicate Custom Developments to the County’s exclusive use and treat Custom Developments (and all associated Data) as the County’s confidential information. The Successful Offeror and Service Provider must not use, reproduce, or derive benefit from Custom Developments for any other purpose, or for any other party, without express written authorization from the County’s Department of Information Technology. The term “Custom Developments” means any design of or modifications, customizations, configurations, or enhancements to AI Systems or associated implementations or workflows, and any related work product or deliverables, in each case developed specifically for the County under this contract, including any modifications, customizations, configurations, or enhancements to AI Systems, or models as a result of model training or fine-tuning. The term “Custom Developments” excludes any background intellectual property existing prior to entry into this contract or developed independently by the Successful Offeror or Service Provider without use of or reference to the County’s confidential information or design specifications during the term of this contract.

5. The Successful Offeror must use the County’s Data only to perform the specific requirements of the contract; provide technical support and maintenance as required to perform this contract; and provide such other services as may be expressly authorized in writing by the County’s Department of Information Technology. County Data and County usage context must not be used to train the AI System or models.

6. To the extent the Successful Offeror or Service Provider obtains any intellectual property rights in County Data, or any improvements, enhancements, feedback, or derivative works thereof, the Successful Offeror assigns and transfers all such rights to the County effective immediately upon creation.

7. The Successful Offeror grants to the County an irrevocable, royalty-free, non-exclusive license to use the AI System for the duration of this contract for any lawful County purpose. This license includes the right to (i) operate and access the AI System through agreed-upon methods; (ii) input and receive Data; (iii) allow authorized County personnel and contractors to use the AI System; and (iv) integrate the AI System with the County’s systems as necessary for any lawful County purpose (except that County systems may not be connected to AI Systems without prior written approval from the County’s Department of Information Technology). The AI System must not refuse to produce outputs or conduct analyses based on the Successful Offeror’s or Service Provider’s discretionary policies. This requirement does not require retraining of the model or alteration of model weights.

8. The Successful Offeror and Service Provider must implement reasonable technical, administrative, physical, and organizational safeguards to protect County Data from loss, damage, destruction, unauthorized alteration, or corruption, and prevent its unauthorized, accidental, or unlawful access, disclosure, use, or processing.

9. The Successful Offeror and Service Provider must implement “eyes off” Data handling procedures that restrict human review of County Data except as strictly necessary to provide the AI System for performance of this contract or respond to incidents (including ensuring that any human access to County Data must be logged, justified, and limited to the minimum necessary for functionality), and such access must be transparently logged and visible to the County.

10. The Successful Offeror and Service Provider must comply with the following Data localization requirements. The Successful Offeror and Service Provider (i) must not remove or allow removal of any County Data from the agreed-upon premises or authorized services and (ii) must not transmit, store, take, or access County Data, or allow County Data to be transmitted, stored, taken, or accessed by any means outside the agreed-upon premises or authorized services, without express written consent from the County’s Department of Information Technology.

11. The Successful Offeror and Service Provider must implement and maintain appropriate technical and organizational measures to ensure that all County Data is logically segregated from the Data of any non-County customer or client and not commingled with Data of other customers or clients, and the Successful Offeror and Service Provider must provide adequate defense in depth through access controls, policy enforcement points, labeling, and/or encryption mechanisms and must perform continuous monitoring to protect against unauthorized access by external and internal threat actors, third parties, or disclosure resulting from human or machine error.

12. Upon completion, termination, or expiration of the contract, unless otherwise directed by the County in writing, the Successful Offeror and Service Provider must securely delete all County Data and any Custom Developments from the AI System and all its other systems and all copies, backups and derivatives thereof, and certify deletion to the County in writing.

13. The County retains full ownership of, and will own, all feedback provided by the County to the Successful Offeror and/or Service Provider with respect to the AI System or Custom Developments, regardless of whether feedback is provided by County personnel, the Successful Offeror, Service Provider, or through automated processes. If feedback includes County Data and/or confidential information, such feedback may not be used for system improvement or any other purposes (other than the performance of this contract).

14. The Successful Offeror must:

a. Disclose to the County all AI Systems used in performance of this contract.

b. Use only AI Systems developed and produced in the United States and that host all applications and data in the United States. The use of foreign AI Systems in the performance of this contract, including any AI components manufactured, developed, or controlled by non-U.S. entities, is prohibited.

c. Provide a means for the County to implement human oversight, intervention, and traceability (including disclaimers that the content was generated by an AI System).

If the AI System uses intermediary processing (such as reasoning, retrieval, or agentic processes), the AI System must summarize intermediary steps from Data input to Data output and make this information accessible through Data output, audit trail, and the user interface, if applicable. At a minimum, the AI System must provide

(i) summarized intermediate processing actions and decision points; (ii) model routing decisions with accompanying rationale; and (iii) retrieval methods employed, including complete source attribution with direct links and relevant excerpts from materials used in response generation.

d. Comply with Virginia’s security breach laws (including §§ 18.2-186.6 and 32.1- 127.1:05 of the Code of Virginia) in the event of any confirmed or suspected security incident.

D. Assignment of Contract A contract shall not be assignable by the Successful Offeror in whole or in part without the written consent of the County.

E. Authorization to Transact Business in the Commonwealth1

1. A contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership or other business form must 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.

2. An Offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 of the Code of Virginia must include in its proposal the identification number issued to it by the State Corporation Commission (Attachment C).

Any Offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law must include in its proposal a statement describing why the Offeror is not required to be so authorized.

3. An Offeror described in subsection 2 that fails to provide the required information shall not receive an award unless a written waiver is granted by the Purchasing Director, his designee, or the County Manager.

4. Any falsification or misrepresentation contained in the statement submitted by the Offeror pursuant to Title 13.1 or Title 50 of the Code of Virginia may be cause for debarment by the County.

5. Any business entity described in subsection 1 that enters into a contract with a public body must not allow its existence to lapse or allow its certificate of authority or registration to transact business in the Commonwealth if so required by Title 13.1 or Title 50 of the Code of Virginia to be revoked or cancelled at any time during the term of the contract.

F. Award of the Contract

1. The County reserves the right to reject any or all proposals and to waive any informalities.

2. The Successful Offeror must, within fifteen (15) calendar days after Contract documents are presented for signature, execute and deliver to the Purchasing office the Contract documents and any other forms or bonds required by the RFP.

3. Notice of award or intent to award may also appear on the Purchasing Office website:

http://henrico.gov/finance/divisions/purchasing/.

G. Changes to the Contract The parties may agree in writing to modify the terms, conditions, or scope of the Contract.

Any additional goods or services to be provided shall be of a sort that is ancillary to the Contract goods and services, or within the same broad product or service categories as were included in the Contract award. Any 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.

http://henrico.gov/finance/divisions/purchasing/

H. Collusion1 By submitting a proposal in response to this Request for Proposal, each Offeror represents that in the preparation and submission of this proposal, the Offeror did not, either directly or indirectly, enter into any combination or arrangement with any person, Offeror 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. § 1 et seq.)

or Section 59.1-9.1 through 59.1-9.17 or Sections 59.1-68.6 through 59.1-68.8 of the Code of Virginia.

I. Compensation

1. The Successful Offeror must submit a complete itemized invoice for services that are performed under the Contract. The Successful Offeror must include a unique identifying invoice number on each invoice. The County shall pay the Successful Offeror for satisfactory compliance with the Contract within forty-five (45) days after receipt of a proper invoice.

2. The County encourages the Successful Offeror to receive payments via ACH. The County utilizes a third-party payment network powered by Bank of America called Paymode-X. This network allows the County to make ACH payments to vendors without retaining any financial information of that business. If interested, the Successful Offeror should visit https://www.paymode.com/henricocounty to register or for more information. The Successful Offeror should register each payment address where ACH payments will be received. Once registered with Paymode-X, the verification process takes up to two weeks before ACH payments begin. All payments until then are issued via check.

J. Controlling Law and Venue The Contract will be made, entered into, and shall be performed in the County and shall be governed by the applicable laws of the Commonwealth of Virginia without regard to its conflicts of law principles. Any dispute arising out of the Contract, its interpretations, or its performance shall be litigated only in the Henrico County General District Court or the Circuit Court of the County of Henrico, Virginia.

K. County License Requirement1 If a business is located in the County, it is unlawful to conduct or engage in the business without obtaining a business license. If your business is located in the County, include a copy of your current business license with your proposal submission. If your business is not located in the County, include a copy of your current business license with your proposal submission. If you have any questions, contact the Business Section, Department of Finance, County of Henrico, telephone (804) 501-4310.

L. Drug-Free Workplace to be Maintained by the Contractor (VA. Code §2.2-4312)1

1. 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 https://www.paymode.com/henricocounty in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

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

M. Employment Discrimination by Contractor Prohibited1

1. Contractor certifies to the County of Henrico, Virginia that it will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and § 2.2-4311 of the Virginia Public Procurement Act. If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements 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, § 2.2-4343.1E). During the performance of this Contract, the Contractor agrees as follows (Va. Code § 2.2-4311):

a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

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.

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

2. The Contractor will include the provisions of the foregoing subparagraphs (a), (b), and

(c) in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

N. Employment of Unauthorized Aliens Prohibited1 As required by Virginia Code §2.2-4311.1, the Contactor does not, and shall not during the performance of this agreement, in the County of Henrico, Virginia knowingly employ an unauthorized alien as defined in the Federal Immigration Reform and Control Act of 1986.

O. Environmental Management The Successful Offeror must comply with all applicable federal, state, and local environmental regulations. The Successful Offeror is required to abide by the County’s Environmental Policy Statement: http://henrico.gov/pdfs/risk/env_policy.pdf which emphasizes environmental compliance, pollution prevention, continual improvement, and conservation. Employees of the Successful Offeror must be properly trained and have any necessary certifications to carry out environmental responsibilities. The Successful Offeror must immediately communicate any environmental concerns or incidents to the assigned County Project Manager and the County Risk Manager.

P. Ethics in Public Contracting1 Contractor certifies that its 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 its 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…