RFP 62252 Zoning Ordinance Amendments.pdf

City of Fairfax, Virginia

Office of Procurement Services 10455 Armstrong Street Fairfax, Virginia 22030

REQUEST FOR PROPOSAL

RFP Number: 62252

Title Zoning Ordinance Amendments, Consulting Services

Commodity code(s): 96194, Zoning, Land Use

Issue Date: March 27, 2024

Questions due by: April 16, 2024

Due Date: April 23, 2024 at 4:00 p.m.

Period of Contract: Two years from date of award

Procurement Officer: Patricia Innocenti, CPPO

Questions: Patricia.innocenti@fairfaxva.gov

Sealed Proposals shall be received and time stamped online through the eVA website, no later than Proposal Closing. Offerors are responsible for ensuring its submission prior to Proposal Closing. The time a Proposal is received shall be determined by the time stamp on the Proposal receipt by the time clock on the eVA Sourcing and Contracting website.

The City of Fairfax does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment in the performance of its procurement activity.

mailto:Patricia.innocenti@fairfaxva.gov https://eva.virginia.gov/index.html

1. PURPOSE

2. CONTRACT TERM AND RENEWAL

3. BACKGROUND

4. STATEMENT OF NEEDS

5. CURRENT CONDITIONS

6. SCOPE OF WORK

7. SUBMITTAL INSTRUCTIONS

8. EVALUATION CRITERIA

9. AWARD

10. METHOD OF ORDERING

11. INVOICES

12. RENEWAL OF CONTRACT:

13. APPLICABLE LAWS AND COURTS

14. ANTI-DISCRIMINATION

15. ETHICS IN PUBLIC CONTRACTING

16. IMMIGRATION REFORM AND CONTROL ACT OF 1986

17. DEBARMENT STATUS

18. BIDDER INTERESTED IN MORE THAN ONE BID

19. ANTITRUST

20. CLARIFICATION OF TERMS

21. PAYMENT

22. PRECEDENCE OF TERMS

23. QUALIFICATIONS OF OFFERORS

24. ASSIGNMENT OF CONTRACT

25. CHANGES TO THE CONTRACT

26. DEFAULT

27. TAXES

28. INSURANCE

29. DRUG-FREE WORKPLACE

30. NONDISCRIMINATION OF CONTRACTORS

31. AVAILABILITY OF FUNDS

32. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH

33. TERMINATION FOR CAUSE

34. TERMINATION FOR CONVENENIENCE

35. DISPUTES

36. LEGAL ACTION

37. ASSIGNMENT OF CONTRACT

38. COOPERATIVE PROCUREMENT

RFP 62252 Page 1

GENERAL TERMS AND CONDITIONS

1. PURPOSE:

The City of Fairfax, Virginia is soliciting proposals from qualified firms for consulting services to support amendments to the City of Fairfax Zoning Ordinance that address recommendations of adopted small area plans.

2. CONTRACT TERM AND RENEWAL:

The contract term will be two years from date of award. The City reserves the right to renew the contract for two additional one-year periods based on satisfactory contractor performance and if agreeable to all parties. Automatic contract renewals are prohibited. Contract renewals must be authorized by and coordinated by the City’s Purchasing Agent.

3. BACKGROUND:

The City of Fairfax (The City) is a centrally located suburb of the Washington Metropolitan area of

6.3 square miles and a population of about 25,000. The City sits at a historic crossroads in the center of Northern Virginia and is bisected by several important thoroughfares, such as Route 50, Route 29, Route 123, and Pickett Road. Much of the land along these thoroughfares, and particularly where they intersect, is developed with commercial uses, primarily developed in the mid to late 20th century and with preferential access and orientation to automobile traffic. The City is primarily “built out” meaning the majority of developable land has already been developed and most new development occurs as redevelopment of older and underutilized properties.

Recognizing the need to support continued economic growth of commercial areas with little developable land, the City’s 2035 Comprehensive Plan, adopted in 2019 recommended that Small Area Plans be prepared for each of five Activity Centers (Kamp Washington, Northfax, Old Town, Fairfax Circle, and Pickett & Main) located around the intersections of major thoroughfares with the purpose of provide guidance for private development and public investment within each of the Activity Center areas.

Since the Comprehensive Plan was adopted, Small Area Plans have been prepared and adopted for the Old Town, Northfax, and Kamp Washington Activity Centers and the Small Area Plan for the Fairfax Circle Small Area Plan is underway. Discussions on the process for developing a Small Area Plan for the final Activity Center, Pickett & Main, are underway as part of the City’s ongoing Five-Year Comprehensive Plan Review.

With the Small Area Plans that have been adopted, some noticeable trends regarding land use, building orientation, building height, street configurations, and open space have emerged, some of which are in conflict with current requirements in the City of Fairfax Zoning Ordinance (Zoning Ordinance). For this reason, the City seeks support from a qualified consultant to explore options and prepare amendments to the Zoning Ordinance to better accommodate the recommendations of the Small Area Plans.

4. STATEMENT OF NEEDS:

The purpose of this project is to identify a process for accommodating the recommendations of adopted and anticipated Small Area Plans and prepare amendments to the current Zoning Ordinance to support this process. While a process for accommodating such recommendations has not yet been identified, some alternatives that have been explored include establishing a

RFP 62252 Page 2 form-based code, utilizing planned development districts, establishing a new zoning district, establishing new overlay districts, and modifying existing zoning districts or overlays.

While each Small Area Plan is unique, there are common attributes that conflict with or are not adequately addressed in the Zoning Ordinance that likely make certain Zoning Ordinance amendments equally applicable to all Small Area Plans. Other attributes of the Small Area Plan may need to be addressed individually, such as provisions for green building in the Northfax Activity Center, and for arts and cultural uses in the Old Town Activity Center. In addition, the entire Old Town Activity Center sits within one of two overlay districts that provide a unique set of regulations which may provide a different set of opportunities for accommodating the recommendations of the Small Area Plan that are not currently available in other Activity Centers.

For this reason, it is anticipated that a single process or series of amendments to the Zoning Ordinance can address a majority of the recommendations of the five Small Area Plans, but some amendments that are uniquely applicable to one or more Activity Center may need to be considered.

Following is a list of recommendations from the Small Area Plans that have presented challenges for implementation through private development when using the current Zoning Ordinance:

a. Land Use: The Small Area Plans are generally flexible on supported uses for individual sites, with the primary exception being locations where ground floor retail uses are specifically recommended to create a critical mass and continuous retail presence in certain locations.

The Zoning Ordinance amendments should generally allow flexibility in uses while providing restrictions in specific locations, particularly for retail uses.

b. Building Height: Each plan recommends maximum building heights for all properties that vary from three to seven stories depending on the location within the Activity Center. The Zoning Ordinance amendments should enforce the maximum height recommendations of the Small Area Plans and while accommodating the geographical variation.

c. Site Layout: The Small Area Plans recommend most new construction be designed with buildings facing streets and open spaces and structured parking among other site layout standards. The Zoning Ordinance amendments should enforce these design precedents.

d. Public Facilities and Infrastructure: Each plan recommends locations for new public facilities and infrastructure, such as streets, open spaces, trails, other streetscape improvements, and other facilities. The Zoning Ordinance amendments should establish a process to ensure such facilities are provided through private development as indicated in the plans and either dedicated to the City or maintained under private ownership with public access.

e. Growth Potential: Each plan includes anticipated growth over ten to fifteen years for each use type. The City hopes to use these projections to monitor progress in implementing the plans, consider additional infrastructure investments as needed, and potentially regulate growth to manage impacts to City services. The Zoning Ordinance amendments should include a mechanism to allow the City to limit further development of certain uses within an Activity Center temporarily or permanently.

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f. Additional Considerations: This project should evaluate the possibility of incorporating regulations or procedures and recommend Zoning Ordinance amendments as needed to accommodate shared parking, a parking buy-in program, Small Area Plan Traffic Impact Analysis (per Virginia Department of Transportation Administrative Guidelines), contributions to public facilities and infrastructure, an Arts and Cultural District (as defined by the Code of Virginia) for Old Town, Green Building Standards, and other opportunities to use bonus densities or other incentives to achieve the goals of the Small Area Plan. Supporting studies and data for the above considerations, such as parking management plans, traffic analyses, and green building standards, are anticipated to be conducted as separate efforts and not within the scope of this project.

g. Other: The above list of recommendations is based on general review of the Small Area Plans and experience with development applications that have proceeded within an Activity Center since the associated Small Area Plan was adopted. Other recommendations from the Small Area Plans may need to be addressed based on further review to occur through this project.

5. CURRENT CONDITIONS:

The current version of the City’s Zoning Ordinance was adopted in 2016 with the most recent amendments being adopted in January 2024. The 2016 version was a complete rewrite of the previous Zoning Ordinance which created a more usable format, including more requirements conveyed through graphics and charts, elimination of under-utilized standards, and other amendments to address more modern needs. For this reason, the amendments that result from this project should be designed to fit within the structure of the existing Zoning Ordinance.

The City has design review authority in the Activity Centers (and elsewhere) and adopted guidelines specific to the two overlay districts in the Old Town Activity Center and more general guidelines for the other Activity Centers that supplement and enhance the provisions of the Zoning Ordinance. Portions of the two overlay districts in the Old Town Activity Center are also included within a National Register Historic District.

While there have been no amendments to the Zoning Ordinance based on the adopted Small Area Plans, land use applications for development projects that are consistent with the Small Area Plans have been filed utilizing a variety of provisions in the current ordinance. Such processes have allowed such development proposals to proceed to be approved but often result in questions regarding the consistency of the proposals with the City’s policies due to special exception requests to allow variations from development standards in the Zoning Ordinance.

These processes, as well as additional opportunities in the Zoning Ordinance identified by City staff to implement the recommendations of the Small Area are listed below.

1. Commercial Urban District: The Commercial Urban District was established with the 2016

Zoning Ordinance Rewrite to “provide an urban, mixed use, development option” for certain areas of the City, including Activity Centers. No parcels were proactively rezoned to the Commercial Urban District, but land use applications have been able to utilize it to achieve some of the recommendations of the Small Area Plans, such as minimal setbacks, greater building coverage and greater lot coverage. The maximum building height in this district, however, is five stories or 60 feet, where the Small Area Plan recommend maximum building heights up to seven stories.

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2. Planned Development Districts: Are intended “to set aside rigid zoning rules in order to allow applicants to create special and unique developments”. Use of a Planned Development District requires a land use request similar to a rezoning. Rather than following specific dimensional standards, most standards are created by the applicant and become the applicable standard for that site on the Planned Development is approved. While this tool could be used to accomplish the recommendations of the Small Area Plans, there are some limitations, such as a required 2-acre minimum site size and a standard 20% open space requirement, which can be limiting factors in a denser, urban environment.

3. Special Use Permits: Certain residential uses, such as Upper-Story Residential and Multifamily are permitted by Special Use Permit in some commercial districts. This has allowed land use applications for residential and mixed-use development proposals to move forward in Activity Centers where the majority of parcels are currently commercially zoned.

4. Special Exceptions: Special Exceptions may be requested for nearly all dimensional standards and site development standards in the Zoning Ordinance. This has allowed land use applications to seek Special Exceptions to requirements of the Zoning Ordinance to achieve the recommendations of the Small Area Plans, such as for building height and lot coverage, but can also be utilized in ways that are inconsistent with the recommendations.

5. Old Town Fairfax Historic Overlay District: This overlay district is located in the historic core of Old Town Fairfax and is intended to protect the character of the Historic District and immediate surroundings. The overlay district provides some advantages, such as flexibility in uses, reduced or zero parking requirements, and minimal setbacks, it also has a more stringent maximum height limit of three stories and 36 feet. In some locations, the Old Town Small Area Plan provides the same recommended height limit, but in other locations it recommends consideration of additional height.

6. Old Town Transitional Overlay District: This overlay district surrounds the Historic Overlay District and is intended to complement the character of it. Similar to the Historic Overlay District, this district provides some advantages, such as flexibility in uses, reduced parking, and minimal setbacks, but also a more stringent maximum height of 48 feet, where the Old Town Small Area Plan recommends maximum height of four to six stories.

6. SCOPE OF WORK:

The project will proceed in three phases with the anticipated scope of work, including services and deliverables, described below.

A. Project management: Project management expectations include the following efforts by the contractor.

1) Work Plan: The Contractor shall prepare a work plan to be approved by the City, including a list of deliverables, detailed project schedule, summary of organization responsibilities and contacts, and task budgets. This is to be submitted to the City’s project manager prior to the first invoice. The project schedule should include project phases, tasks, deliverables, submission deadlines, key meetings and presentations, and milestones.

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2) Coordination and Meetings: The Contractor will provide a project manager and team to lead all project activities, including project coordination with the City’s project manager, deliverables, submissions, and efforts consistent with the scope of work.

a) Project Kick-Off: The Contractor’s project manager will conduct an in-person meeting with City project staff to present the work plan, introduce the Contractor’s project team, request information and prepare for initial tasks.

b) Regular Meetings: The Contractor will conduct regular in-person or virtual biweekly meetings with the City staff project team and prepare and distribute meeting agendas and minutes throughout the duration of the project.

c) Stakeholder Meetings: The Contractor will hold up to eight (8) in-person or virtual meetings with stakeholder groups with an interest in the Zoning Ordinance amendments, such as City staff groups and representatives from the development community to provide background information and user experiences and review amendments as they are developed.

d) Board and Commission Meetings: The Contractor will participate in up to nine (9) in-person meetings with the City Council, Planning Commission, and other City boards and commissions to brief them on the status of the project and receive feedback.

e) Public Meetings: The contractor will conduct two (2) in-person public meetings to receive feedback on the Implementation Strategy before finalizing amendments and to review final recommendations before they are considered for adoption.

f) Engagement: Status updates and opportunities for public feedback for this project will be provided on the City’s Engage Page and through other communication methods.

City staff will manage this page but the Contractor will be responsible for providing content. Additional specific and recommended engagement efforts by the contractor may be included in the proposal.

3) Administration:

a) The Contractor shall submit monthly progress reports reflecting work completed and any invoices associated with the tasks to the City’s project manager.

b) The Contractor shall maintain project files in accordance with the agreed upon work plan.

B. Phase 1: Project initiation, existing conditions analysis and background review: The

Contractor will be responsible for developing a complete understanding of the purpose and needs for the Zoning Ordinance amendments through discussions with stakeholders and reviewing applicable documents. Documents for review include, but may not be limited to the following:

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• City of Fairfax Zoning Ordinance

• City of Fairfax Design Guidelines

• City of Fairfax 2035 Comprehensive Plan (amendments underway)

• Old Town Small Area Plan

• Northfax Small Area Plan

• Kamp Washington Small Area Plan

• Draft Fairfax Circle Small Area Plan (underway)

• Draft Citywide Green Building Policy (underway)

• Cursory review of up to five land use applications and associated staff comment letters

Discussions with stakeholders will be necessary to answer key questions that will influence the strategy for the Zoning Ordinance to address the small area plans, such as what aspects of the small area plans are currently leading to the most conflict or confusion, whether the amendments should reduce or remove legislative review, what the impacts will be on staff resources for administration, and to what extent simplicity and usability should influence the amendments. Stakeholder groups that will be necessary for these questions are listed under “Stakeholder Meetings” above.

C. Phase 2: Strategy development: Following the background review and based on the

Contractor’s professional expertise, the Contractor will develop a list of strategies to accommodate the recommendations of the Small Area Plans in the Zoning Ordinance. These strategies do not need to identify specific amendments. Rather, they should identify a path to achieve the intent of this project. The Contractor will review each strategy with the City staff team and identify at least three preferred strategies to be presented to the Planning Commission and City Council for further review and consideration of a single preferred strategy. Such strategies may include, but shall not be limited to the following. The final approach may include a combination of such strategies:

• Utilizing planned development districts

• Establishing one or more new zoning districts

• Establishing new overlay districts

• Modifying certain existing zoning districts or overlays

• Establishing a form-based code

D. Phase 3: Prepare text amendments and final adoption support: Based on the identification of a single selected strategy, and utilizing the Contractor professional expertise, the Contractor will prepare draft amendments to the Zoning Ordinance for review by the City staff team. Once the Contractor and the City staff team have come to an agreement on the specific amendments, those amendments will be shared for public review and work sessions will be held with the Planning Commission and City Council. Based on the feedback from the public review and the work sessions, the Contractor will work with the City staff team to prepare final amendments. The Contractor will present the final amendments for final consideration at public hearings with the Planning Commission followed by City Council.

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The final deliverable will be a digital markup of the approved Zoning Ordinance amendments submitted to the City staff team. The City staff team will be responsible for incorporating the amendments into the official Zoning Ordinance document and posting it as required.

E. Additional Task Order Work: Subsequent to, or during the development of the Zoning

Ordinance amendments, the City may request additional tasks related to the project with agreement by the contractor to be conducted on a separate task order basis.

7. SUBMITTAL INSTRUCTIONS:

It is the offeror’s responsibility to clearly identify and describe the services being offered in response to this solicitation. The response should be presented in an organized, comprehensive, and easy to follow manner.

Sealed Proposals shall be received and time stamped online through the eVA website, no later than Proposal Closing. Offerors are responsible for ensuring its submission prior to Proposal Closing. The time a Proposal is received shall be determined by the time stamp on the Proposal receipt by the time clock on the eVA Sourcing and Contracting website. The City of Fairfax is not responsible for any technical difficulties which may result in the Offerors response not uploading in time, or any responses that are not properly uploaded. The City will not receive any proposals in person. Any paper submissions received will be not be considered and will be returned, unopened, to the offeror.

Bids received after the Closing date/time shall not be considered.

Proposals should be as thorough and detailed as possible so that the City may evaluate the Offeror’s capabilities to provide the required services. Offerors are required to submit the following items as a complete proposal:

1. Cover letter. The cover letter should state the contractor’s interest and understanding of the project and summarize expertise and experience related to the project purpose for the prime contractor and any subconsultants. The cover letter should be no more than two pages.

2. Work plan. A general project work plan and schedule should be provided as described above to convey the contractor’s understanding of the project. This work plan may be revised and expanded upon by the selected contractor through consultation with the City after award.

3. Key personnel. Provide an organization chart and for each team member with the following:

a. Qualifications and experience on similar projects

b. Role and responsibilities specifically to this project, including availability to project

c. Home office location

d. Estimate time allocation over duration of the project The above information should be provided for any sub-consultants on the project as well.

4. Project list. Provide references for projects that demonstrate the proposer’s qualifications and experience for performing the requested services and the project purpose. The reference projects should be linked to most staff listed under key personnel.

5. References. Provide names, emails, and telephone numbers of at least three (3) of your

RFP 62252 Page 8 firm’s previous clients whom the City staff may contact for references regarding the past performance of your firm, project managers, team members and sub-consultants proposed for this project.

6. Fee schedule. Invoicing will be submitted by percentage of each project phase completed at the time of invoice. Submit a fee schedule detailing costs by each of the three phases listed under “Scope of Work” above.

8. EVALUATION CRITERIA:

Criteria Scoring Points Quality, completeness and responsiveness of proposal; demonstrated understanding of scope of work 20

Related and recent experience working with zoning ordinances and particularly working with similar issues identified in the Statement of Needs 30

Expertise of the project team (in-house or with sub-consultants) and previous successful, related experience 30

Project management approach and team’s capacity to deliver project deliverables 20

Total Points 100

9. AWARD:

This informal request for proposal is being conducted as competitive negotiations. Based on the results of the preliminary evaluation, the highest rated offeror(s) may be invited to make oral presentations to the evaluation committee. Offerors are advised that in the event of an adequate number of proposals, which in the opinion of the Purchasing Agent require no clarifications or supplemental information, such proposals may be evaluated without further discussion.

A contract may be awarded to the responsible offeror whose proposal is determined to be the most advantageous to the City taking into consideration the evaluation factors identified in this solicitation. The value of the resultant contract, including all renewals, shall not exceed $200,000 (note: this is a legal limit and does not represent the project budget).

This informal request for proposal is being conducted as competitive negotiations. A contract may be awarded to the responsible offeror whose proposal is determined to be the most advantageous to the City taking into consideration the evaluation factors identified in this solicitation.

10. METHOD OF ORDERING: The City will issue a purchase order which shall serve as the notice to proceed. A purchase order will become part of the resulting contract and indicates that sufficient funds have been obligated as required by the Code of Virginia. Performance is not to begin until receipt of the purchase order or other notification to proceed.

11. INVOICES

City of Fairfax – Finance or accountspayable@fairfaxva.gov 10455 Armstrong Street, Suite 312 mailto:accountspayable@fairfaxva.gov

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Fairfax, Virginia 22030

12. RENEWAL OF CONTRACT:

This contract may be renewed by the City for two (2) successive one year periods under the terms and conditions of the original contract except as stated below. Price increases may be negotiated only at the time of renewal. Written notice of the City’s intention to renew shall be given approximately 90 days prior to the expiration date of each contract period.

a. If the City elects to exercise the option to renew the contract for an additional one-year period, the contract price(s) for the additional one year shall not exceed the contract price(s) of the original contract increased/decreased by more than the percentage increase/decrease of the CPI-U section of the Consumer Price Index of the United States Bureau of Labor Statistics for the latest twelve months for which statistics are available.

b. If during any subsequent renewal periods, the City elects to exercise the option to renew the contract, the contract price(s) for the subsequent renewal period shall not exceed the contract price(s) of the previous renewal period increased/decreased by more than the percentage increase/decrease of the CPI-U section of the Consumer Price Index of the United States Bureau of Labor Statistics for the latest twelve months for which statistics are available.

13. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions, and any litigation with respect thereto shall be brought in the circuit courts of the Commonwealth. The contractor shall comply with all applicable federal, state and local laws, rules and regulations.

14. ANTI-DISCRIMINATION: By submitting their proposal, offerors certify to the City that they 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 (VPPA). 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).

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

a. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the contractor. The

RFP 62252 Page 10 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.

d. The requirements of these provisions are a material part of the contract. If the Contractor violates one of these provisions, the City may terminate the affected part of this contract for breach, or at its option, the whole contract.

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

16. IMMIGRATION REFORM AND CONTROL ACT OF 1986: By entering into a written contract with the City of Fairfax, the Contractor certifies that the Contractor does not, and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

17. DEBARMENT STATUS: By participating in this procurement, the vendor certifies that they are not currently debarred by the City of Fairfax from submitting a response for the type of goods and/or services covered by this solicitation. Vendor further certifies that they are not debarred from filling any order or accepting any resulting order, or that they are an agent of any person or entity that is currently debarred by the City of Fairfax.

If a vendor is created or used for the purpose of circumventing a debarment decision against another vendor, the non-debarred vendor will be debarred for the same time period as the debarred vendor.

18. BIDDER INTERESTED IN MORE THAN ONE BID: If more than one bid is offered by a bidder, directly or indirectly, all such bids may be rejected. A bidder who has quoted prices on work, materials, or supplies to a bidder is not disqualified from quoting prices to other bidders or firms submitting a bid directly for the work, materials or supplies.

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

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20. CLARIFICATION OF TERMS: If any prospective (bidder/offeror) has questions about the specifications or other solicitation documents, the prospective (bidder/offeror) should contact the Purchasing Agent no later than five working days before the due date. Any revisions to the solicitation will be made only by addendum issued by the Purchasing Agent.

21. PAYMENT:

a. Invoices for items ordered, delivered and accepted shall be submitted by the contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the contract number and/or purchase order number; social security number (for individual contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations).

b. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

22. PRECEDENCE OF TERMS: The following General Terms and Conditions APPLICABLE LAWS AND

COURTS, ANTI-DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, CLARIFICATION OF TERMS, PAYMENT shall apply in all instances. In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

23. QUALIFICATIONS OF OFFERORS: The City of Fairfax may make such reasonable investigations as deemed proper and necessary to determine the ability of the offeror to perform the services/furnish the goods and the offeror shall furnish to the City all such information and data for this purpose as may be requested. The City reserves the right to inspect offeror’s physical facilities prior to award to satisfy questions regarding the offeror’s capabilities. The City further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such offeror fails to satisfy the City that such offeror is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

24. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the contractor in whole or in part without the written consent of the City.

25. CHANGES TO THE CONTRACT:

1. 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 or 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.

2. The City may order changes within the general scope of the contract at any time by written notice to the contractor. If the City decides to issue a notice that requires an adjustment

RFP 62252 Page 12 to compensation, the contractor shall be compensated for any additional costs incurred as the result of such order and shall give the City a credit for any savings. Said compensation shall be determined by mutual agreement between the parties in writing.

26. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the City, after due oral or written notice, may procure them from other sources and hold the contractor responsible for any resulting additional purchase and administrative costs.

This remedy shall be in addition to any other remedies which the City may have.

27. TAXES: Sales to the City of Fairfax are normally exempt from State sales tax. State sales and use tax certificates of exemption, Form ST-12, will be issued upon request. Deliveries against this contract shall usually be free of Federal excise and transportation taxes.

28. INSURANCE: By signing and submitting a bid or proposal under this solicitation, the bidder or offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded. For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. The bidder or offeror further certifies that the contractor and any subcontractors will maintain these insurance coverage during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

MINIMUM INSURANCE COVERAGES AND LIMITS:

1. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the Commonwealth of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract.

2. Employer’s Liability - $500,000.

3. Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate.

Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The City of Fairfax shall be added as an additional insured to the policy by an endorsement.

4. Automobile Liability - $1,000,000 combined single limit.

29. DRUG-FREE WORKPLACE:

During the performance of this contract, the contractor agrees to (i) provide a drug-free workplace for the contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free

RFP 62252 Page 13 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.

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, 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.

30. NONDISCRIMINATION OF CONTRACTORS: A bidder, offeror, or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the bidder or offeror employs ex-offenders unless the City has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

31. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the City shall be bound hereunder only to the extent that the City has appropriated funds that are legally available or may hereafter become legally available for the purpose of this agreement.

32. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: 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 shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. The City may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

33. TERMINATION FOR CAUSE: If, through any cause, the Contractor fails to fulfill in a timely and proper manner its obligations under his contract, or if the contractor violates any of the terms and conditions, the City shall have the right to terminate the contract. The Contractor shall be entitled to receive equitable compensation for any satisfactory work completed under the contract.

34. TERMINATION FOR CONVENENIENCE: A contract may be terminated in whole or in part by the

City in accordance with this clause whenever the Purchasing Agent determines that such a

RFP 62252 Page 14 termination is in the best interest of the City. An equitable adjustment in the contract price shall be made for completed service, but no amount for anticipated profit or unperformed services.

35. DISPUTES: Disputes shall be resolved in accordance with the Fairfax City Purchasing Resolution, Article 4.

36. LEGAL ACTION: The contractor shall not institute any legal action until all statutory requirements have been met.

37. ASSIGNMENT OF CONTRACT: The contract shall not be assignable by the contractor in whole or in art without the written consent of the City.

38. COOPERATIVE PROCUREMENT: Bidders are advised that the resultant contract(s) may be extended, with the authorization of the Bidder, to other public bodies, or public agencies or institutions of the United States to permit their use of the contract at the same prices and/or discounts and terms and conditions of the resulting contract. If any other public body decides to use the final contract, the Contractor(s) must deal directly with that public body concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing and payment. The City of Fairfax acts only as the "Contracting Agent" for these public bodies. Failure to extend a contract to any public body will have no effect on consideration of your bid.

It is the Contractors responsibility to notify the public body(s) of the availability of the contract(s).

Other public bodies desiring to use this contract must make their own legal determination as to whether the use of this contract is consistent with their laws, regulations, and other policies.

Each public body has the option of executing a separate contract with the Contractor(s). Public bodies may add terms and conditions required by statute, ordinances, and regulations, to the extent that they do not conflict with the contract’s terms and conditions. If, when preparing such a contract, the general terms and conditions of a public body are unacceptable to the Contractor, the Contractor may withdraw its extension of the award to that public body. The City of Fairfax shall not be held liable for any costs or damages incurred by another public body as a result of any award extended to that public body by the Contractor.