REQUEST FOR PROPOSALS (RFP)

SOLICITATION FOR BROADBAND PROPOSALS

County of Carroll, Virginia

Carroll County Broadband 2022

Pipers Gap Fiber Project

RFP #: 22-BB-01A

PARTNER(S) FOR CONSTRUCTION, DESIGN, OPERATION, AND

MAINTENANCE OF A BROADBAND NETWORK

Issue Date: April 6, 2026

Response Due: April, 21 2026, 3:00 p.m. (Eastern Time)

Proposals - Six (6) original and one electronic copy — shall be clearly identified with the project name “Pipers Gap Fiber Project” as a response to this Request for

Proposal, provided in a SEALED container. Shall be delivered or mailed to:

Carroll County Government Complex

Attn: Michael Watson

605-1 Pine Street

Hillsville, VA 24343

The Challenge

In Carroll County (“the County”) our information infrastructure requires expansion, so residents and businesses have high-quality Internet service to learn, conduct business, seek entertainment, and connect to one another at high speed with reasonable pricing. The County wants to facilitate service expansion but does not want to serve as an authority or service provider.

The Proposed Solution

The County Board of Supervisors adopted public-private partnership guidelines and authorized staff to seek partnerships. The County hereby seeks proposals and qualifications from responsible partners who can meet the County’s expected outcomes.

The Pipers Gap Fiber Project will consist of more than 8.2 miles of new fiber and 402 serviceable units connected to the constructed fiber infrastructure. This project will provide affordable and reliable access to a service-oriented broadband infrastructure. With the right broadband infrastructure, Carroll County can be attractive to emerging businesses and entrepreneurs who are choosing where to live based on quality-of-life assets, such as broadband. The project will be funded by $582,481.00 Appalachian Regional Commission funds and $640,705.00 of Carroll

County local funds. Any additional cost will be provided by the selected firm. The assets will be owned by the county and leased to the provider. After the performance period, the assets will be transferred to the selected firm. The Appalachian Regional Commission (“ARC”) will require the awarded provider to sign a Notice of Federal Interest before construction commences.

The County seeks to form long-term partnerships with qualified Internet Service Providers (“ISP”) to make county-wide residential and commercial broadband available to County consumers as soon as possible.

The Ideal Partner/ Partners

The County desires to quickly scale up Internet service capacity for county residential and business customers. This complex project has multiple phases of development, and the County seeks a private-sector partner to assist through all phases. The ideal partner will address:

• Service Levels - The County wants County residents to have access to a minimum 100

Mbps download/100 Mbps upload, with both higher download and upload speeds strongly desired. Provide expected service tiers and the expected minimum and maximum upload and download speeds available to most customers.

• Customer Equipment & Installation - Potential partners should give a description of customer equipment, expected monthly rental costs, expected customer charges for standard installations, and any other charges associated with a typical customer’s initial connection.

• Franchise agreement - In the event a franchise agreement is needed to operate, demonstrate

Submission Process

• No Fee - This is a solicitation from the County of Carroll, and no review or submission fees are required.

Proposal Requirements

Potential partners must demonstrate the qualifications expected by the County. All interested parties must submit a package containing the following:

o Letter of Introduction & Interest. Introduce your firm. Help us understand who you are, why you’re the best partner for The County, and the value you will bring to local Internet consumers. If two or more firms are submitting a joint proposal, help us to understand the relationship between the partners.

o Complete Required PPEA Responses. The County has adopted guidelines under the Code of Virginia’s requirements for public-private partnerships, which are listed with this request for proposals. Respondents should fulfil the requirements of those guidelines for solicited proposals.

o Respond to the County’s request to explain why this proposal represents the best response to the “Ideal Partner” qualifications, the best value for County customers, and the best competition for incumbent providers. Proposals must meet all requirements of Virginia Code 56-575.4.

▪ Identify other markets where your firm operates networks and describe your existing networking assets in the region.

▪ Discuss partnerships with other service providers, government, or non-profit entities you have undertaken, particularly any in which you provide broadband services to businesses, and private residents in rural areas.

o Demonstrate Capacity. Thoroughly address your technical capacity, legal capacity to operate, staffing, and technology expected to provide service in the County.

Provide an explanation and data to demonstrate your financial capacity and ability to provide broadband service to businesses and residential services.

o Sample Service Tiers & Rate Schedule. Help the County assess service for a variety of customers by providing expected service tiers and pricing for each. Firms may demonstrate this by providing existing service schedules from other localities they serve, provided the service tiers and pricing are reasonably similar if awarded the project in the County.

o Fiber Maintenance Plan Proposal. Include a statement that you intend to assume responsibility for the maintenance of the fiber and discuss the minimum service requirements your maintenance plan will support.

o Timeline. Provide your proposed schedule for initiation of service after the fiber buildout is complete, including a timeline with key milestones.

o Proprietary Information. If a proposal includes proprietary information, it must be marked as such. The County is not liable for the release of any information not marked as proprietary.

o References. Provide references and contact information from jurisdictions currently served. The county would like to speak to references from local government partners, along with current business and residential customers.

Evaluation of the Proposal

The County shall provide the mechanism for the evaluation of all information received.

The County reserves the right to make the final determination of responsible Offerors and to waive informalities and/or irregularities and to accept or reject any or all offers. The

County retains the right to award to one or to more than one Offeror as is in the best interest of the County. Proposals shall be as thorough and detailed as possible so that the County may properly evaluate the capabilities of the Offeror to provide the required services. It is not the intent of the specifications to be proprietary or to exclude any individual, business, or firm.

Evaluation Criteria

Proposals will be evaluated to determine the proposal or proposals that offer the best value to the County. The evaluation will be based upon the following criteria. Although some factors are weighted more than others, all are considered necessary, and a proposal must be technically acceptable in each area to be eligible for award.

Criteria

Description

Evaluation Weight

Project Comprehension

Apparent perception of the project to be performed and reasonableness of the offeror's plan of completion.

20%

Experience

Demonstrated experience in comparable construction phases, completed buildouts, and the offeror’s knowledge of expansion.

30%

Capacity

Volume of services the offeror can provide, deliver, and support within the specified timeframe.

15%

Services

Services and offerings to residents and businesses within the project area, along with an evaluation of the provider's existing infrastructure.

10%

Timeline

Construction schedule and project milestones.

Fiber Maintenance

Affirmation of willingness to take responsibility for fiber maintenance.

Relations

Support, commitment, and presence in the proposed network.

5%

Selection Process

The County’s Administrator will lead the Project Review Team, which will include such other county staff, officials, project administrators, and consultants as may be necessary to give a complete and impartial review of the submissions. The Project Review Team will independently read, assess, and evaluate each proposal, and a recommendation will be made based on the established evaluation criteria.

The County will directly solicit from known providers in the region, existing telecoms, and non-regional providers who express interest in serving the County. This is not, and shall not be considered, a preference for one of these providers; rather, it indicates the County’s desire to attract the best available partner (s) and/or partners who are expanding this vital service to our residents.

Submissions

Submit six print copies and one electronic copy of the proposal (PDF preferred on USB drive) via courier or hand delivery to: County of Carroll Attn: Michael Watson, County Administrator 605-1

Pine Street, Hillsville, Virginia 24343 Telephone (276) 730-3000 Submission Deadline: April 21, 2026; 3 p.m. The County assumes no responsibility for delayed or undelivered shipments. Late submissions will not be accepted.

Estimated Solicitation & Partnership Development Timeline:

o Early April 2026 - County issues RFP/RFQ through advertisement.

o Mid-April 2026 - Formal responses due to RFP/RFQ.

o Late April 2026 - Staff & Project Team Review.

o Early May 2026 - Committee recommends preferred respondents to the County

Supervisors.

o May/June 2026 - Board of Supervisors review & approval of partnership o June 2026 - Notice of Award, Notice to Proceed

Note that, with the expected exception of the submission deadline, these dates are subject to change due to a variety of circumstances.

GENERAL TERMS AND CONDITIONS

PROPOSAL TERMS AND CONDITIONS.

1. The County may conduct informal interviews in its discretion. The offerors shall be encouraged to elaborate on their qualifications, performance data, and staff expertise pertinent to the proposed project, as well as alternative concepts for meeting the requirements of the Pipers Gap Fiber Project regulations. At the discussion stage, nonbinding estimates of total project costs may be discussed, including but not limited to life-cycle costing, and, where appropriate, nonbinding estimates of price for services. Proprietary information from competing offerors shall not be disclosed to the public or to competitors, provided such information is properly identified as such to the County. At the conclusion of the discussion, based on the evaluation factors published in the Request for Proposal and all information developed in the selection process to that point, the County shall select in the order of preference two or more offerors whose professional qualifications and proposed services are deemed most meritorious. Negotiations shall then be conducted, beginning with the offeror ranked first. If a contract satisfactory and advantageous to the County can be negotiated at a price considered fair and reasonable, the award shall be made to that offeror. Otherwise, negotiations with the offeror ranked first shall be formally terminated, and negotiations conducted with the offeror ranked second, and so on until a contract can be negotiated at a fair and reasonable price.

2. 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.

3. The County reserves the right to reject any and all proposals and to waive minor irregularities in any proposal.

4. The County reserves the right to request clarification of information submitted, and to request additional information from any proposer.

5. The County reserves the right to award any contract to the next most qualified firm if the successful firm does not execute a contract within 30 days of being notified of selection.

6. Any and all contracts resulting from acceptance of a proposal by the County shall be in a form supplied or approved by the County and shall reflect the specifications in this RFP. The County reserves the right to reject any proposed agreement or contract that does not conform to the specifications contained in this RFP and which is not approved by the County Attorney.

7. The County shall not be responsible for any costs incurred by any offeror in preparing, submitting, or presenting its response to the RFP.

8. The County reserves the right to negotiate a contract for additional services with the offeror if additional related services are required during the course of performance.

RESULTING CONTRACT

The successful offeror will be bound by the representations made in its response to the RFP.

OTHER INFORMATION

Public notice of the award or the announcement of the decision to award any contract under this procurement shall be given by posting on the County's official website at www.carrollcountyva.gov. Public records pertaining to this procurement shall be available for inspection upon request by offerors in accordance with Virginia Code § 2.2-4342, and in any event, no later than the date that the announcement of the award or decision to award is posted on the County's website at www.carrollcountyva.gov.

For additional information or explanation of the contents or intent of these specifications, please e-mail, or write your questions to:

Name: Michael Watson

Title: County Administrator

Address: 605-1 Pine Street, Hillsville VA 24343

Phone Number: 276-730-3001

Email Address: michael.watson@carrollcountyva.gov http://www.carrollcountyva.gov/ http://www.carrollcountyva.gov/ mailto:michael.watson@carrollcountyva.gov

Attachment A

STATEMENT OF QUALIFICATIONS AND EXPERIENCE

Expressions of interest in response to this Request for Proposal shall be made by submitting a statement of qualifications, including background and experience of staff members who would be assigned to the work, summary of members who would be assigned to the work, and a summary listing of similar projects conducted by the firm. The firm must have a proven record of experience in providing similar services. When applicable to the category of services governed by the proposal, the Offeror should address the following criteria:

1. Specific training, knowledge, and experience relating to the provision of the requested services.

2. Thorough knowledge, as applicable, of all relevant federal, state and local codes, regulations, standards and requirements relating to the proposed services, including if applicable knowledge of any standards required to ensure functionality of the project as a completed whole.

3. Proven track record of success with similar services.

Each firm submitting a proposal for items included in this RFP shall prepare and submit the following information, in addition to addressing the qualifications stated above:

1. Name of Firm or Business

2. Business Address

3. Business Phone Fax No.

4. E-mail address

5. How many years have you been in business in Virginia and under what names?

6. General Character of services provided by your firm:

7. Commonwealth of Virginia Sales Tax Registration No., if applicable:

8. Federal I.R.S. Identification No.:

9. List the places of operation:

10. Provide a clear statement of your experience and qualifications relevant to services proposed to be provided.

11. Execute and return this Statement of Qualifications, Attachment B, and Attachment C.

12. I certify that I:

• am capable of providing the services as outlined in this proposal,

• will comply with the rules and regulations outlined by the U.S. Code, the Code of

Virginia, the County of Carroll, and all rules and regulations of the County, the

Virginia State Corporation Commission, and other applicable laws and regulations.

COMMONWEALTH OF VIRGINIA,

CITY/COUNTY of , to-wit:

The foregoing Statement of Vendor Qualifications was acknowledged before me this day of , 20____, by .

My Commission expires:

Notary Public

Attachment B

NON-COLLUSION CERTIFICATION

The following certifications are made:

1. The bid or offer (1) is made without prior participation, understanding, agreement, or connection with any corporation, firm or person submitting a bid/offer for the same materials, supplies, equipment, or services with respect to the allocation of the business afforded by or resulting from the acceptance of the bid or proposal, (2) is in all respects fair and without collusion or fraud, and (3) is or is intended to be competitive and free from any collusion with any person, firm or corporation.

2. The offeror has not offered or received any kickback from any other offeror or

Contractor, supplier, manufacturer, or subcontractor in connection with the bid/offer on this solicitation. A kickback is defined as an inducement for the award of a contract, subcontracts or order, in the form of any payment, loan, subscription, advance, deposit of money, services or anything, present or promised, unless consideration of substantially equal or greater value is exchanged. Further, no person shall demand or receive any payment, loan, subscription, advance, and deposit of money, services or anything of value in return for an agreement not to compete on a public contract.

3. The offeror is not a party to nor has he participated in nor is obligated or otherwise bound by agreement, arrangement or other understanding with any person, firm or corporation relating to the exchange of information concerning bids, prices, terms or condition upon which the contract resulting from the acceptance of his bid or proposal is to be performed.

4. The offeror understands that collusive bidding is a violation of the Virginia

Governmental Frauds Act and federal Law, and can result in fines, prison sentences, and civil damage awards and agrees to abide by all conditions of this proposal.

5. The offeror or subcontractor has not and will not confer on any public employee having official responsibility for a 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 is exchanged.

The Remainder of This Page Intentionally Left Blank

Offeror

By:

COMMONWEALTH OF VIRGINIA,

CITY/COUNTY of , to-wit:

The foregoing Non Collusion Certification was acknowledged before me this day of , 20____, by .

My Commission expires:

Notary Public

Attachment C

The undersigned submits the following proposal desiring to provide (Pipers Gap Fiber Project

PROPOSALS) for the County.

Authorization:

Firm Name Date

Mailing Address Phone Number

State, Zip Fax Number

By Title

Contact Name (if different from above) Contact Phone Number

Attachment D

Notice to Bidders: Any final contract between the County of Carroll (" the County") and the successful bidder/offeror ("Contractor") will conform substantially to the following terms and conditions:

1. General Provisions

Nothing in any resulting contract shall be construed as authority for either party to make commitments which will bind the other party beyond the scope of service contained herein. This contract is subject to appropriations by the County.

Laws of the Commonwealth

A. Any purchase order or contract resulting from this solicitation shall be governed in all respects, whether as to validity, construction, performance, or otherwise, by the laws of the Commonwealth of Virginia. The Contractor represents to the County that it will:

1. Conform to the provisions of the Civil Rights Act of 1964, as amended, the

Virginia Fair Employment Contracting Act of 1975, as amended, and the

Virginia Human Rights Act, as amended, where applicable;

2. Not employ illegal alien workers or otherwise violate the provisions of the

Immigration Reform and Control Act of 1986;

3. 3. Acknowledge that construction of the fiber network is financed in whole or in part with federal funds, and comply with all applicable federal requirements, including but not limited to the Davis‑Bacon Act, prevailing wage obligations, and any other federal labor standards and reporting requirements associated with federally funded construction projects;

4. Comply with federal, state, and local laws and regulations applicable to the performance of the services procured; and

5. Has submitted the bid or proposal in full compliance with the Virginia Conflict of Interest Act.

B. In every contract of over $10,000, the Contractor agrees during the performance of this contract that:

1. The Contractor (1) will not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, gender identity, disability, status as a service-disabled veteran, national origin or other status prohibited by state law, (2) will post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause, and (3) will state that the Contractor is an equal opportunity employer in all solicitations or advertisements for employees placed by or on behalf of the Contractor under this contract. All 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;

and

2. The Contractor will include the provisions of the foregoing subparagraph

2.(B)(1) in every subcontract or purchase order under this Contract of over

$10,000, so that the provisions will be binding upon each subcontractor or vendor.

C. In every contract of over $10,000, the Contractor agrees during the performance of this contract that:

The Contractor shall A) provide a drug-free workplace for its employees; B) 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 its workplace and specify the actions which will be taken against any employee for a violation; C) state in all of its solicitations or advertisements for employees that it maintains a drug-free workplace; and D) include the provisions of this sub-paragraph in every subcontract or purchase order of over $10,000, so that said provisions shall be binding upon each subcontractor or vendor.

For purposes of this sub-paragraph, "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 provisions of 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.

D. In addition to the provisions contained in sub-paragraph C. pertaining to drug-free workplace, Contractor shall comply with the federal Drug Free Workplace Act.

E. Pursuant to Section 2.2-4343.1 of the Code of Virginia of 1950, in all invitations to bid, requests for proposals, contracts, and purchase orders, the County does not discriminate against faith-based organizations.

"Faith-based Organization" means a religious organization that is or applies to be a contractor to provide goods or services for programs funded by the block grant provided pursuant to the Personal Responsibility and Work Opportunity Reconciliation Act of 1996, P.L. 104-193.

If Contractor is a faith-based organization, then Contractor shall give to each individual who applies for or receives goods, services, or disbursements provided pursuant to this Agreement the following notice:

NOTICE

Pursuant to Section 2.2-4343.1 of the Code of Virginia of 1950, as an applicant for or recipient of goods, services, or disbursements provided pursuant to a contract between the

County and a faith-based organization, you are hereby notified as follows:

Neither the County's selection of a charitable or faith-based provider of services nor the expenditure of funds under this contract is an endorsement of the provider's charitable or religious character, practices, or expression. No provider of services may discriminate against you on the basis of religion, a religious belief, or your refusal to actively participate in a religious practice. If you object to a particular provider because of its religious character, you may request assignment to a different provider. If you believe that your rights have been violated, please discuss the complaint with your provider or notify the County of Carroll, c/o Carroll County

Administrator.

Certifications

The Contractor certifies that:

A. The bid or offer (1) is made without prior participation, understanding, agreement, or connection with any corporation, firm or person submitting a bid/offer for the same materials, supplies, equipment, or services with respect to the allocation of the business afforded by or resulting from the acceptance of the bid or proposal, (2) is in all respects fair and without collusion or fraud, and (3) is or is intended to be competitive and free from any collusion with any person, firm or corporation;

B. The Contractor has not offered or received any kickback from any other bidder or

Contractor, supplier, manufacturer, or subcontractor in connection with the bid/offer on this solicitation. A kickback is defined as an inducement for the award of a contract, subcontracts or order, in the form of any payment, loan, subscription, advance, deposit of money, services or anything, present or promised, unless consideration of substantially equal or greater value is exchanged. Further, no person shall demand or receive any payment, loan, subscription, advance, and deposit of money, services or anything of value in return for an agreement not to compete on a public contract;

C. The Contractor is not a party to nor has he participated in nor is obligated or otherwise bound by agreement, arrangement or other understanding with any person, firm or corporation relating to the exchange of information concerning bids, prices, terms or condition upon which the contract resulting from the acceptance of his bid proposal is to be performed;

D. The Contractor understands that collusive bidding is a violation of the Virginia

Governmental Frauds Act and federal Law, and can result in fines, prison sentences, and civil damage awards and agrees to abide by all conditions of this proposal; and

E. The Contractor or subcontractor has not and will not confer on any public employee having official responsibility for a 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 is exchanged.

Warranties

Any goods or services furnished by the Contractor under the contract shall be covered by the most favorable warranties provided by the Contractor to any customer; the rights and remedies hereby provided are in addition to any and do not limit those otherwise available to the County. The Contractor agrees that if such warranties are in any respect breached, the Contractor will pay to the County the full contract price agreed to by the County to be paid for the supplies, materials, equipment or services furnished under the bid or proposal.

Modifications, Additions or Changes; Assignment

Modifications, additions or changes to these terms and conditions may not be made except in writing and agreed to by the County; however, no fixed priced contract may be increased by more than twenty-five

(25) percent of the amount of the contract or $50,000 whichever is greater without the approval of the

County. The amount of any contract may not be increased for any purpose without adequate consideration provided to the County. The contract may not be assigned, sublet, or transferred without the written consent of the County.

Termination

The County may terminate the Contract for its convenience at any time upon written notice to the

Contractor. the Contractor shall not be paid for any service rendered or expense incurred after receipt of such notice except such fees and expenses incurred prior to the effective date of termination that are necessary for curtailment of the Contractor’s Services under this Contract.

Audit

The Contractor’s (and its authorized agents, state auditors, the grantor of the funds to the County, the

Comptroller of Virginia or of the United States, or any of their duly authorized representatives) records shall be open to inspection and subject to audit and/or reproduction, during normal working hours, by the

County to the extent necessary to adequately permit evaluation and verification of any invoices, payments or claims submitted by Contractor of any of its payees pursuant to execution of the contract. Such records subject to examination shall also include, but not be limited to, those records necessary to evaluate and verify direct and indirect costs (including overhead allocations) as they may apply to costs associated with this contract.

For the purpose of such audits, inspections, examinations and evaluations, the County shall have access to said records from the effective date of this contract, for the duration of the work, and until five (5) years after the date of final payment by the County to Contractor pursuant to this contract.

The County shall have access to Contractor’s facilities, shall have access to all necessary records, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with this article. The County shall give Contractor reasonable advance notice of intended audits.

Contractor shall require all subcontractors, insurance agents, and materials suppliers (payees) to comply with the provisions of this article by insertion of the requirements hereof in a written contract agreement between Contractor and payee. Failure to obtain such written contracts which include such provisions shall be reason to exclude some or all of the related payees’ costs from amount payable to Contractor pursuant to this contract.

If an audit inspection or examination in accordance with the article, discloses overcharges (of any nature) by Contractor to the County in excess of five percent (5%) of the total contract billings, the actual cost of the County’s audit shall be paid by Contractor. In addition, the County shall not be responsible for any overages not approved by change order and will deduct such amounts from the final contract payment.

Ownership of Documents

Any reports, studies, photographs, negatives, or other documents prepared by Contractor in the performance of its obligations under any resulting contract shall be remitted to the County by the

Contractor upon completion, termination or cancellation of this Contract. Contractor shall not use, willingly allow or cause to have such materials used for any purpose other than performance of

Contractor’s obligations under this contract without the prior written consent of the County. The County shall own the intellectual property rights to all materials produced under this contract.

Payment and Performance Bond

For any Contract for construction, the amount of which exceeds $500,000, the Contractor shall furnish to the County the bonds required under Sections 2.2-4336 and 2.2-4337 of the Code and shall otherwise fully comply with the requirements of such sections of the Code. The County reserves the right to require payment and/or performance bonds in the amount of the Contract for any other Contracts, whether or not required by such sections of the Code.

Required Payment

Pursuant to Section 2.2-4354 of the Code, the Contractor covenants and agrees to:

A. within seven (7) days after receipt of any amounts paid to the Contractor under the

Contract, (i) pay any subcontractor for its proportionate share of the total payment received from the County attributable to the work under the Contract performed by such subcontractor, or (ii) notify the County and the subcontractor, in writing, of its intention to withhold all or a part of the subcontractor’s payment and the reason therefor;

B. provide its federal employer identification number or social security number, as applicable, before any payment is made to the Contractor under the Contract; and

C. pay interest at the legal rate or such other rate as may be agreed to in writing by the subcontractor and the Contractor on all amounts owed by the Contractor that remain unpaid after seven (7) days following receipt by the Contractor of payment from the

County for work performed by the subcontractor under the Contract, except for amounts withheld pursuant to subparagraph 12a. above.

D. include in its contracts with any and all subcontractors the requirements of a, b, and, c above.

Liability Coverage

Unless otherwise expressly excepted in the procurement announcement documents prepared by the

County, the Contractor shall take out and maintain during the life of the Contract such bodily injury, liability and property damage liability insurance as shall protect it and the County from claims for damages for personal injury, including death, as well as from claims for property damage, which may arise from its activities under this agreement. Such insurance shall at least have the coverages and be in the amounts set forth in section 12 “Insurance and Bond Requirements” set forth below and shall name the Board of Supervisors and the County as an Additional Insureds. Such insurance must be issued by a company admitted within the Commonwealth of Virginia. The Contractor shall provide the County with a certificate of insurance showing such insurance to be in force and providing that the insurer shall give the County at least 30 days’ notice prior to cancellation or other termination of such insurance. The

County shall be named as a co-insured on all such policies and evidence of such status as a coinsured shall be provided to the County prior to the time the contract is executed by the County.

Insurance and Bond Requirements

The Contractor shall maintain the following insurance to protect it and County from claims under the

Workmen’s Compensation Act, and from any other claims for personal injury, including death, and for damage to property that may arise from operations under the Contract, whether such operations be by itself or by any subcontractor, or anyone directly or indirectly employed by either of them. The Firm agrees to indemnify, defend, and hold harmless the County and its officers, agents, and employees, from any and all claims, demands, actions or causes of action against the County or its officers, agents, or employees, alleging damage or injury arising out of the acts or omissions of Firm or its agents and employees; provided, however, that such provision shall not apply to the extent that the damage or injury is attributable to the sole negligence of the County or its officers, agents, or employees.

TYPE OF COVERAGE

LIMITS

Workers’ Compensation and Employer’s

Liability including coverage under United

States Longshoremen’s and Harbor

Worker’s Act where applicable

Statutory limits

Comprehensive General Liability endorsement coverages.

Including the Broad Form C.G.L.

Premises – Operations

Bodily Injury Liability and Property

Damage Liability Combined

$1,000,000 Each Occurrence

$2,000,000 Aggregate

Including:

Underground Hazard (U)

Explosion and Collapse

Hazard (XC)

Independent Contractors – County’s

Protective Bodily Injury Liability and

Property Damage Liability Combined

Completed Operations - Products Liability

Bodily Injury Liability and Property

Damage Liability Combined for five (5) years after payment

Contractual Bodily Injury Liability and

Property Damage Liability Combined in accordance with Agreement between County and Contractor

Personal Injury with Employee’s Exclusion

C deleted

Automobile Bodily Injury Liability and

Property Damage Liability Combined covering all automobiles, trucks, tractors, trailers, or other automobile equipment, whether owned, non-owned, or hired by the

Contractor

$1,000,000 Per Accident

Umbrella/Excess Liability

$2,000,000 Each Occurrence

Professional Liability Insurance $2,000,000 Limit of Liability (When applicable to the services to be provided under the contract)

A. The Contractor shall purchase and maintain insurance coverage on his tools, equipment and machinery and shall waive subrogation to the County for damage thereto.

B. The County reserves the right to require insurance of any Contractor in greater amounts provided notice of such requirements is stated in the Solicitation.

Environmental Management

The Contractor will be responsible for complying with all federal, state and local environmental regulations relating to transportation, handling, storage, spillage and any other aspect of providing the services specified herein, as applicable. If the County should have to defend any enforcement action against it relating to the services provided by the Contractor under the Agreement, the Contractor shall indemnify and hold harmless the County for any such actions, including reimbursing the County for all costs associated with defending such actions, attorneys fees and costs, and shall correct without cost to the County any defects or deficiencies found that are directly attributable to the Contractor.

No Waiver

Any failure of the County to demand rigid adherence to one or more of this Agreement’s provisions in the contract, on one or more occasions, shall not be construed as a waiver nor deprive the County of the right to insist upon strict compliance with the terms of this Contract. Any waiver of a term of this

Contract, in whole or in part, must be in writing and signed by the party granting the waiver to be effective.

Loss or Damage in Transit

Delivery by the Contractor to a common carrier does not constitute delivery to County. Any claim for loss or damage incurred during delivery shall be between the Contractor and the carrier. The County accepts title only when goods are received regardless of the F.O.B. point. The County will note all apparent damages in transit on the freight bill and notify the Contractor. Discovery of concealed damages or loss will be reported by the County to the carrier and the Contractor within seven days of receipt and prior to removal from the point of delivery if possible. The Contractor shall make immediate replacement of the damaged or lost merchandise or be in default of the Contract. It shall be the Contractor’s responsibility to file a claim against the carrier. If damage is to a small quantity, with the approval of the

County, the Contractor may deduct the amount of damage or loss from his or her invoice to the County in lieu of replacement.

Choice of Law

To ensure uniformity of the enforcement of this Contract, and irrespective of the fact that either of the parties now is, or may become, a resident of a different state, this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to her principles of conflicts of law.

Forum Selection

The parties hereby agree that any claims, causes of action or disputes arising out of, relating to or concerning this Contract shall have jurisdiction and venue only in the Circuit Court of Carroll County, Virginia or if appropriate jurisdiction exists, in the United States District Court for the Western District of Virginia.

Severability

If any provision of this Contract is held to be illegal, invalid, or unenforceable, or is found to be against public policy for any reasons, such provision shall be fully severable and this Contract shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never been part of this Contract, and the remaining provisions of this Contract shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision, or by its severance from this Contract.

[Limitation of Liability]

The Contract is subject to annual appropriation by the Board of Supervisors of Carroll County. Neither the Contract nor any amount due or to become due under the Contract shall be deemed to constitute a debt or pledge of the faith and credit of the Commonwealth of Virginia or any political subdivision thereof, including Carroll County, Virginia. Neither the Commonwealth of Virginia nor any political subdivision thereof, including the County of

Carroll, shall be obligated to pay any amount due or to become due under this Contract except from funds annually appropriated by the Board of Supervisors of Carroll County for such purpose.

Notices

All requests, notices and other communications required or permitted to be given under this Contract shall be in writing and delivery thereof shall be deemed to have been made when such notice shall have been either (a) duly mailed by first-class mail, postage prepaid, return receipt requested, or any comparable or superior postal or air courier service then in effect, or (b) transmitted by hand delivery or telegram to the party entitled to receive the same at the address indicated below or at such other address as such party shall have specified by written notice to the other party. Notices to the County shall be sent to:

Administrators Office

Carroll County Government Complex

605- 1 Pine Street

Hillsville, VA 24343

Stephen V. Durbin, Esq.

County Attorney

150 Peppers Ferry Rd, NE

P.O. Box 2009

Christiansburg, VA 24068-2009

Contractual Claims Procedure

A. Contractual claims or disputes by Contractor, whether for money or other relief, except for claims or disputes exempted by law from the procedure set forth herein, shall be submitted in writing no later than sixty (60) days after the event giving rise to such claim; provided, however, that Contractor shall give the County written notice of its intention to file a claim or dispute within fifteen (15) days after the occurrence upon which the claim or dispute shall be based. Any written notice of Contractor's intention to file such a claim or dispute need not detail the amount of the claim, but shall state the facts and/or issues relating to the claim in sufficient detail to identify the claim, together with its character and scope. Whether or not Contractor files such written notice, Contractor shall proceed with the work as directed. If Contractor fails to make its claim or dispute, or fails to give notice of its intention to do so as provided herein, then such claim or dispute shall be deemed forfeited.

B. The County, upon receipt of a detailed claim, may at any time render its decision and shall render such decision within one hundred twenty (120) days of final payment. Each such decision rendered shall be forwarded to the Contractor by written notice.

C. If the Contractor disagrees with the decision of the County concerning any pending claim, the Contractor shall promptly notify the County by written notice that the

Contractor is proceeding with the work under protest. Any claim not resolved, whether by failure of the Contractor to accept the decision of the County or under a written notice of Contractor's intention to file a claim or a detailed claim not acted upon by the governing body of the County, shall be specifically exempt by the Contractor from payment request, whether progress or final. Pendency of claims shall not delay payment of amounts agreed due in the final payment.

C. The decision on contractual claims by the governing body of the County shall be final and conclusive unless the Contractor appeals within six months of the date of the final decision on the claim by instituting legal action in the appropriate circuit court.