RFP_ FY25_NCS-ECPS_StrategicPlanDesign- March 2024.pdf

Neighborhood and Community Services Early Childhood Programs and Services (ECPS)

REQUEST FOR PROPOSALS

School Readiness Strategic Planning

RFP7924001

March 7, 2024

Neighborhood and Community Services (NCS), Early Childhood Programs and Services (ECPS), a Fairfax County Government agency is seeking informal proposals to develop a school readiness strategic plan. The goal is to further strengthen the focus on equity and gaps in early childhood access across the county, centering early childhood educators, and family voices. Successful proposals should demonstrate the ability to facilitate a comprehensive strategic planning process that will expand upon the current Equitable School Readiness Strategic Plan and map the pathway to include Fairfax County’s and NCS’s strategic plans.

Receipt of Proposals:

Proposals shall be received and accepted by email until 11:00 AM EST on Friday, March 29, 2024, and submitted to:

Megan McClafferty

NCS/ECPS

megan.mcclafferty@fairfaxcounty.gov

Late proposals will not be accepted.

Questions pertaining to this informal RFP should be submitted in writing no later than Tuesday, March 26, 2024 by 5:00 p.m. (EST), to the contact above by e-mail. Changes to the solicitation will be made only by written addendum.

This public body 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.

BACKGROUND

Fairfax County is committed to ensuring a successful future for all its residents, built on the pillars of a strong educational system, a thriving economy, and ongoing equitable opportunity for its diverse community. Research has shown that children who begin kindergarten with a strong social, emotional, and cognitive foundation are more likely to reach high levels of academic achievement, less likely to drop out of school, more likely to earn higher incomes, and less likely to experience negative health factors. Recognizing the importance of the early years, Fairfax County has made substantial commitment to the school readiness of all children in the county. In 2017, Fairfax County created its Early Childhood Equitable School Readiness Strategic Plan to serve as a guide in working toward the vision that all children enter kindergarten at their optimal developmental level with equitable opportunity for success.

The strategic planning effort is intended to provide a comprehensive, multi-year roadmap for supporting the school readiness of all children in the county and promoting real equity of opportunity as a foundational principle of the work. NCS/ECPS will provide leadership for this initiative in partnership with other stakeholders. These entities will work together to ensure a collaborative and connected system where children’s families, community, and schools provide a network of integrated, comprehensive services.

NCS/ECPS is prepared to partner with a vendor to meaningfully engage families, early childhood programs, and other system participants to further strengthen the focus and gaps in access across the county. One of the main components of the strategic plan process will be to further lift family voices and focus on what community members identify as assets, needs and challenges to guide and inform the strategic plan. NCS/ECPS needs a comprehensive strategic planning process that will map the pathway to include Fairfax County’s and NCS’s strategic plans.

STATEMENT OF NEEDS

The Department of Neighborhood and Community Services (NCS) Early Childhood Programs and Services (ECPS) is seeking one or more qualified contractors to further strengthen the focus on equity and gaps in early childhood access across the county, centering early childhood educators, and family voices. Successful proposals should demonstrate the ability to facilitate a comprehensive strategic planning process that will expand upon the current Equitable School Readiness Strategic Plan and map the pathway to include Fairfax County’s and NCS’s strategic plans. The maximum total amount awarded for this solicitation will not exceed $200,000.

Successful offerors are encouraged to submit a response to this request demonstrating their capabilities for providing the following tasks to be performed:

Become familiar with the County’s existing school readiness program goals, program operations, data collection and evaluation tools to adequately describe the County’s school readiness work.

Review, analyze and synthesize existing data and trends to be jointly determined by NCS/ECPS staff and contractor.

Develop and implement a plan to engage a variety of stakeholders and partners.

Work in partnership with NCS/ECPS staff and stakeholders to develop a strategic plan for the county that promotes equity and addresses a variety of focus areas.

Conduct a presentation of the final strategic plan and other final reports to NCS/ECPS staff and key stakeholders regarding baseline and benchmark analysis, strategic plan elements and action steps.

Collaborate with NCS/ECPS staff on the implementation of any proposed action steps and measurement of key strategic plan milestones as needed.

Strategic plan and final report, at minimum, must include the following:

Goals and objectives, Strategic and actionable steps for a three to five year period, and Data to measure progress toward goals.

PROPOSAL SUBMISSION FORMAT

In responding to this informal RFP please use the following format. Responses to RFP should be no more than ten (10) pages in length. Offerors may provide any additional information it feels would assist NCS/ECPS in the selection process. Additional information and/or attachments are not included in the page limit.

Proposals should be prepared in a straightforward manner to satisfy the requirements of the informal RFP. Emphasis should be on completeness and clarity of content.

Offeror should provide the following information which will be considered the minimum content of the proposal. Proposal contents shall be arranged in the same order and identified with headings as presented herein.

1. Summary of the Proposal:

a. A summary of your approach to addressing the statement of needs.

b. A general description of the planning activities is recommended to include information about proposed activities that would involve key stakeholders and the community at-large.

c. A detailed program plan and timelines, methods for interim reporting or sharing feedback and progress.

d. A demonstrated understanding of goals and deliverables.

2. Experience and qualifications:

a. Provide background information about your organization’s experience and qualifications.

b. Provide a detailed staffing plan that includes staff experience in early childhood strategic planning development.

c. Identify each person who will work on the project and identify their role.

d. Identify the single point of responsibility/accountability for this award.

e. Describe why you are the best contractor. List a unique feature that gives you a competitive edge or that differentiates you from other competitors.

3. References:

a. Provide at least three recent references of current and/or former customers (Name, Title, phone number, email address and date of contract/partnership) for work of similar size and scope.

4. Proposed Fee Structure:

a. Provide a detailed fixed-price cost proposal to include a breakdown of the cost of providing the proposed program.

b. Maximum total amount awarded for this solicitation will not exceed $200,000.

5. Qualifications of Offerors:

a. The contractor should have knowledge of early childhood education (birth to eight years of age).

b. The contractor shall have experience in the field of equity and social justice for children and their families.

c. The contractor must have at least three (3) years of experience leading strategic planning processes and engaging community stakeholders.

d. The contractor must have completed at least one (1) strategic plan in the area of school readiness/ early childhood education.

The County 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 County all such information and data for this purpose as may be requested. The County further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such offeror fails to satisfy the County 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.

EVALUATION CRITERIA

The Selection Advisory Committee will review all proposals in accordance with the evaluation criteria listed below:

Evaluation Criteria Points

Extensive school readiness strategic planning experience with a focus on equity, centering provider, and family voices in the process.

Qualifications, credentials, capabilities, experience, and history of work, including three references from other clients on projects of similar size and scope.

Detailed staffing plan, including staff experience in school readiness strategic plan development.

4 Plan for engaging stakeholders and the community. 15

5 Provides a reasonable cost for design and implementation. 15

Total 100

AWARD

Selection shall be made of one or more offerors deemed to be fully qualified and best suited among those submitting proposals, on the basis of the factors involved in this informal Request for Proposal, including price if so stated. Negotiations shall then be conducted with the top offerors selected. This selection will be based on the top two evaluation scores. After negotiations have been conducted with each offeror so selected, the County shall select the offeror(s) which, in its opinion, has made the best proposal, and shall award the contract to that offeror(s). 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 award document will be a county contract (see sample contract - Appendix A) incorporating by reference all the requirements and terms of the solicitation and the contractor’s proposal as negotiated.

QUESTIONS

Questions concerning this RFP shall be emailed to megan.mcclafferty@fairfaxcounty.gov by 5:00 p.m.

(EST) on Tuesday, March 26, 2024.

Appendix A

Approved as of January 31, 2022. Changes to this document must be approved by the Office of the County Attorney.

THE PARTIES TO THIS CONTRACT, Fairfax County (“Fairfax County” or “the County”) AND ("Contractor"), MUTUALLY AGREE THAT:

1. FAIRFAX COUNTY engages the Contractor to provide the following goods and/or services:

Developing a Strategic Plan

2. PERIOD OF CONTRACT:

2.1. The period of this contract shall be from contract start date, or date of award, whichever is later, through contract end date. This contract may be renewed for two one-year periods, as mutually agreed upon. The Contractor agrees that prices shall remain firm for one year.

3. COMPENSATION:

3.1. Changes in cost for any subsequent contract years may be based on the Consumer Price Index (CPI-U), or other relevant indices. The request for a change will include as a minimum (1) the cause for this adjustment;

(2) proposed effective date; and (3) the amount of the change requested with documentation to support the requested adjustment (i.e., appropriate Bureau of Labor Statistics, Consumer Price Index (CPI-U), change in manufacturer’s price, etc.). Increases are not guaranteed, but will be granted at the discretion of the Purchasing Agent.

3.2. Fairfax County agrees to pay the Contractor at the rate of or for a total sum of for services provided. As the Contractor is not a bonafide County employee the parties agree that no deductions for withholding taxes, workman's compensation, insurance, or other fringe benefits will be made and will be the sole responsibility of the Contractor.

3.3. The parties agree that the total compensation paid to the Contractor under this Contract shall not exceed $200,000.

4. AUTHORITY:

4.1. The Purchasing Agent has the sole responsibility and authority for purchasing supplies, materials, equipment, and services, except as excluded in the Fairfax County Purchasing Resolution. The Purchasing Agent’s responsibility and authority includes, but is not limited to, issuing and modifying solicitations, negotiating and executing contracts, and placing purchase orders. In discharging these responsibilities, the Purchasing Agent may be assisted by contract specialists. Unless specifically delegated by the Purchasing Agent, no other County officer or employee is authorized to order supplies or services, enter into purchase negotiations or contracts, or in any way obligate the government of the County of Fairfax for an indebtedness. Any purchase ordered or contract made that is contrary to these provisions and authorities is of no effect, void, and does not bind the County.

The obligation of the County to pay compensation due the Contractor under the contract or any other payment obligations under any contract awarded pursuant to this contract is subject to appropriations by the Fairfax County Board of Supervisors to satisfy payment of such obligations. The County’s obligations to make payments during subsequent fiscal years are dependent upon the same action. If such an appropriation is not made for any fiscal year, the contract shall terminate effective at the end of the fiscal year for which funds were appropriated and the County will not be obligated to make any payments under the contract beyond the amount appropriated for payment obligations under the contract. The County will provide the Contractor with written notice of non-appropriation of funds within thirty (30) calendar days after action is completed by the Board of Supervisors. However, the County’s failure to provide such notice will not extend the contract into a fiscal year in which sufficient funds have not been appropriated.

5. DEFINITIONS: The term “contract” refers to this standard form contract and any exhibits. Unless otherwise defined in this contract, capitalized terms shall have the meanings defined by the Fairfax County Purchasing Resolution.

6. INTERPRETATION OF CONTRACT:

6.1. Any questions pertaining to this contract shall be directed to:

Vincenza Githens, Contract Specialist Department of Procurement & Material Management 12000 Government Center Parkway, Suite 427 Fairfax, Virginia 22035-0014 Telephone Number: (703) 324-6168

Approved as of January 31, 2022. Changes to this document must be approved by the Office of the County Attorney.

E-mail: Vincenza.Githens@fairfaxcounty.gov

7. METHOD OF ORDERING: As requirements arise, authorized individuals may place orders for specific quantities of items covered in this contract. Regardless of the method of ordering used, the contract and any subsequent modifications determine performance time and dates. Performance under this contract is not to begin until receipt of the purchase order, Procurement Card order, or other notification to proceed by the County Purchasing Agent and/or County agency to proceed.

8. INSPECTION AND ACCEPTANCE: Acceptance shall occur only after receipt and inspection provided such inspection, as appropriate, is accomplished within a reasonable time. The County reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

REPORTS AND INVOICING:

8.1. The Contractor must invoice each County department using the final contract separately. Invoices for all users of the contract must meet County requirements, unless otherwise indicated in writing by the Purchasing Agent. The Contractor must send each department an itemized monthly invoice (or as agreed to between the parties), which must include the following information:

i. Vendor Name;

j. Purchase Order Number

ii. Name of County Department;

iii. Date of services covered by the invoice;

iv. Type of services;

v. Itemized cost for each item/service;

vi. Remittance address; and

vii. Amount of invoice

8.2. County departments must receive monthly invoices by the 10th of each month following the month the Contractor provided the service. Invoices must be sent in PDF format to FXCOINVOICES@fairfaxcounty.gov.

8.3. Contractor shall provide strategic plan development updates monthly or as requested by NCS/ECPS.

9. PAYMENT:

9.1. Payment will be made after satisfactory performance that is in accordance with all provisions of the contract and upon receipt of a properly completed invoice. The County reserves the right to withhold any or all payments or portions thereof for Contractor's failure to perform in accordance with the provision of the contract or any subsequent modifications.

9.2. Unless otherwise specified, partial payments will be made upon acceptance of materials or services so invoiced if in accordance with completion date. However, up to 5 percent (5%) of the value of the entire order may be retained until completion of contract.

9.3. When equipment requires installation (which includes erection, setting up or placing in position, service, or use) and testing, and the installation or testing is delayed, payment may be made on the basis of 50% of the contract price when such equipment is delivered on the site. A further allowance of 25% may be made when the equipment is installed and ready for test. The balance shall be paid after the equipment is tested and found to be satisfactory. If the equipment must be tested, but installation is not required to be made by the Contractor or if the equipment must be installed but testing is not required, payment may be made on the basis of 75% at the time of delivery and the balance shall be paid after satisfactory test or installation is completed.

10. SHIPPING: All materials shipped to the County must be shipped F.O.B. destination unless otherwise stated in a subsequent purchase order. The materials must be delivered to the "ship to" address indicated on the purchase order. Fairfax County shall not pay transportation charges unless the Contractor received prior approval from the Purchasing Agent.

11. TAX EXEMPTION: The County is exempt from the payment of any federal excise or any Virginia sales tax.

Fairfax County's Federal Excise Tax Exemption Number is 54-74-0127K.

12. CONTRACT INSURANCE PROVISIONS:

12.1. The Contractor is responsible for its work and every part thereof, and for all materials, tools, equipment, appliances, and property of any and all description used in connection therewith. The Contractor assumes all risk of direct and indirect damage or injury to the property or persons used or employed on or in connection

Approved as of January 31, 2022. Changes to this document must be approved by the Office of the County Attorney.

with the work contracted for, and of all damage or injury to any person or property wherever located, resulting from any action, omission, commission or operation under the contract.

12.2. The Contractor must during the continuance of all work under the contract provide the following:

(1) Statutory Workers' Compensation and Employer's Liability insurance in limits of not less than

$1,000,000 to protect the Contractor from any liability or damages for any injuries (including death and disability) to any and all of its employees, including any and all liability or damage which may arise by virtue of any statute or law in force within the Commonwealth of Virginia.

(2) Commercial General Liability insurance in the amount of $1,000,000 per occurrence, $2,000,000 in aggregate, to protect the Contractor, its subcontractors, and the interest of the County, its officers and employees against any and all injuries to third parties, including bodily injury and personal injury, wherever located, resulting from any action or operation under the contract or in connection with the contracted work.

(3) Owned, non-owned, and hired Automobile Liability insurance, in the amount of $1,000,000 per occurrence/aggregate, including property damage, covering all owned, non-owned, borrowed, leased, or rented vehicles operated by the Contractor. In addition, all mobile equipment used by the Contractor in connection with the contracted work, will be insured under either a standard Automobile Liability policy, or a Commercial General Liability policy.

12.3. Liability Insurance "Claims Made" basis:

12.3.1.1.1.1.1. If the liability insurance purchased by the Contractor has been issued on a "claims made" basis, the Contractor must comply with the following additional conditions. The limit of liability and the extensions to be included as described previously in these provisions, remain the same.

12.3.1.1.1.1.2. The Contractor must either:

i. Agree to provide certificates of insurance evidencing the above coverage for a period of two years after final payment for the contract. This certificate shall evidence a "retroactive date" no later than the beginning of the contractor's or sub-contractor's work under this contract, or

ii. Purchase the extended reporting period endorsement for the policy or policies in force during the term of this contract and evidence the purchase of this extended reporting period endorsement by means of a certificate of insurance or a copy of the endorsement itself.

12.4. Liability insurance may be arranged by a combination of primary and excess or umbrella policies.

12.5. Any deductibles and/or self-insured retentions greater than $50,000 must be disclosed to and approved by the County’s Risk manager prior to the commencement of services. Use of large deductibles and/or self-insured retentions will require proof of financial ability as determined by the County.

12.6. After a period of five-years from Agreement Date, the County may reasonably require higher limits of insurance or additional insurance coverage against other hazards for which insurance is reasonably obtainable and which, at the time, are commonly insured against in the case of similar properties conducting similar activities within the geographic area of the Property, whether or not such additional insurance requirements are otherwise described or contemplated herein.

12.7. The Contractor agrees to provide insurance issued by companies admitted within the Commonwealth of Virginia, with the Best's Key Rating of at least A: VII.

12.8. European markets including those based in London, and the domestic surplus lines markets that operate on a non-admitted basis are exempt from this requirement provided that the Contractor's broker can provide financial data to establish that a market is equal to or exceeds the financial strengths associated with the A.M. Best's rating of A: VII or better.

12.9. The Contractor will provide an original, signed Certificate of Insurance citing the contract number and such endorsements as prescribed herein and The County of Fairfax, its officers, employees and agents shall be named as an “additional insured” for all liability policies and it shall be stated on the Insurance Certificate that this coverage “is primary to all other coverage the County may possess.”

12.10. The Contractor will secure and maintain all insurance certificates of its subcontractors, which shall be made available to the County on demand.

12.11. Contractor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against the County and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Contractor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Contractor or its subcontractors. Where permitted by law, Contractor must require similar written

Approved as of January 31, 2022. Changes to this document must be approved by the Office of the County Attorney.

express waivers of subrogation and insurance clauses from each of its subcontractors.

12.12. The Contractor will provide on demand certified copies of all insurance policies related to the contract within ten business days of demand by the County. These certified copies will be sent to the County from the Contractor's insurance agent or representative.

12.13. No change, cancellation, or non-renewal shall be made in any insurance coverage without a 30-day written notice to the County. The Contractor shall furnish a new certificate prior to any change or cancellation date.

The failure of the Contractor to deliver a new and valid certificate may result in suspension of all payments until the new certificate is furnished.

12.14. Compliance by the Contractor and all subcontractors with the foregoing requirements as to carrying insurance shall not relieve the Contractor and all subcontractors of their liabilities provisions of the contract.

12.15. Nothing contained in the specifications shall be construed as creating any contractual relationship between any subcontractor and the County. The Contractor is as fully responsible to the County for the acts and omissions of the subcontractors and of persons employed by the Contractor as it is for acts and omissions of person directly employed by Contractor.

12.16. Precaution shall be exercised at all times for the protection of persons (including employees) and property.

12.17. The Contractor and all subcontractors are to comply with applicable federal, state, and local occupational safety and health requirements, including, but not limited to, the Occupational Safety and Health Act of 1970, Public Law 91-596, as it may apply to this contract.

13. INDEMNIFICATION:

13.1. General Indemnification. Contractor must indemnify, keep and save harmless, and defend the County, its agents, officials, employees and volunteers against Claims that may accrue or arise against the County as a result of the granting a contract, if the Claim was caused by the negligence or error, or omission of the Contractor, its employees, its subcontractor, or its subcontractor’s employees. As used in this Section, a Claim includes: injuries, death, damage to property, breach of data security, suits, liabilities, judgments, or costs and expenses. Upon request by the County, the Contractor must at its own expense: appear, defend, and pay all attorney’s fees and all costs and other expenses related to the Claim. If, related to a Claim, any judgment is rendered against the County or a settlement reached that requires the County to pay money, the Contractor must at its own expense satisfy and discharge the same. Contractor expressly understands and agrees that any performance bond or insurance protection required by this Contract, or otherwise provided by the Contractor, does not limit the Contractor’s responsibility to indemnify, keep and save harmless, and defend the County as provided in this Contract.

13.2. Intellectual Property Indemnification. In addition to the General Indemnification, Contractor will indemnify the County for and defend the County against third-party claims for infringement of any valid United States patent, trademark or copyright by the Contractor’s products, software, services, or deliverables. Contractor must indemnify the County for any loss, damage, expense or liability, including costs and reasonable attorney’s fees that may result by reason of any such claim.

In the event of a claim covered by this subparagraph, and in addition to all other obligations of Contractor in this Paragraph, Contractor must at its expense and within a reasonable time: (a) obtain a right for the County to continue using such products and software, or allow Contractor to continue performing the Services; (b) modify such products, software, services or deliverables to make them non-infringing; or (c) replace such products or software with a non-infringing equivalent. If, in the Contractor’s reasonable opinion, none of the foregoing options is feasible Contractor must immediately notify the County and accept the return of the products, software, services, or deliverables, along with any other components rendered unusable as a result of the infringement or claimed infringement, and refund to the County the price paid to Contractor for such components as well as any pre-paid fees for the allegedly infringing services, including license, subscription fees, or both. Nothing in this Paragraph (Indemnification), however, relieves the Contractor of liability to the County for damages sustained by the County by virtue of any breach of contract related to a third-party infringement claim.

13.3. Right to Participate in Defense. The County may, at its sole expense, participate in the defense or resolution of a Claim. Contractor will have primary control of the defense and resolution of the Claim, except when such defense or resolution requires the County to (i) admit liability or wrongdoing; or (ii) to pay money. In either of these cases Contractor must obtain the County’s prior written consent before raising such defense or entering into such resolution.

13.4. No Indemnification by the County. The parties agree that under applicable law the County cannot indemnify or defend the Contractor. To the extent any promise or term contained in this Contract, Approved as of January 31, 2022. Changes to this document must be approved by the Office of the County Attorney.

including any exhibits, attachments, or other documents incorporated by reference therein, includes an indemnification or obligation to defend by the County, that promise or term is stricken from this Contract and of no effect.

14. CONTRACT ALTERATIONS: No alterations in the terms of a contract shall be valid or binding upon the County unless made in writing and signed by the Purchasing Agent or her authorized agent.

15. CHANGES: If in the Purchasing Agent’s opinion, it becomes proper or necessary in the execution of this contract to make any change in design, or to make any alterations that will increase the expense, the Purchasing Agent shall determine an equitable adjustment to the Contractor’s compensation.

No payment shall be made to the Contractor for any extra material or services, or of any greater amount of money than stipulated to be paid in the contract, unless some changes in or additions to the contract requiring additional outlay by the Contractor are first expressly authorized and ordered in writing by contract amendment or otherwise furnished by the Purchasing Agent.

16. SUBLETTING OF CONTRACT OR ASSIGNMENT OF CONTRACT FUNDS: It is mutually understood and agreed that the Contractor shall not assign, transfer, convey, sublet or otherwise dispose of his or her contractual duties to any other person, firm or corporation, without the previous written consent of the Purchasing Agent. If the Contractor desires to assign its right to payment of the contract, Contractor shall notify the Purchasing Agent immediately, in writing, of such assignment of right to payment. In no case shall such assignment of contract relieve the Contractor from its obligations or change the terms of the contract.

17. TERMINATION OF CONTRACTS- This Contract will remain in force for (i) the full period specified or (ii) until all articles ordered before date of termination, but arriving after the termination date, are satisfactorily delivered, accepted, and any further requirements and conditions are met, unless the Contract is:

17.1. Terminated prior to expiration date by satisfactory deliveries of entire contract requirements, or upon termination by the County for Convenience or Cause.

17.2. Extended upon written authorization of the Purchasing Agent and accepted by Contractor, to permit ordering of unordered balances or additional quantities at contract prices and in accordance with contract terms.

18. TERMINATION FOR CONVENIENCE

18.1. A contract may be terminated in whole or in part by the County in accordance with this clause whenever the Purchasing Agent determines that such a termination is in the best interest of the County. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance shall be terminated and the date upon which termination becomes effective.

18.2. An equitable adjustment in the contract price shall be made by the Purchasing Agent for completed service, but no amount shall be allowed for anticipated profit on unperformed services. Paragraph 20.b shall survive termination of the contract.

19. TERMINATION OF CONTRACT FOR CAUSE-

19.1. If, through any cause, the Contractor fails to fulfill in a timely and proper manner its obligations under this contract, or if the Contractor violates any of the covenants, agreements, or stipulations of this contract, the County has the right to terminate the contract. Any such termination will be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance is terminated and the date upon which termination becomes effective. In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, and reports prepared by the Contractor under the contract shall, at the option of the County, become the County’s property and the Contractor is entitled to receive just and equitable compensation for any satisfactory work completed on such documents.

19.2. Termination of the Contract for Cause does not relieve the Contractor of liability to the County for damages sustained by the County by virtue of any breach of contract by the Contractor for the purpose of set off until such time as the exact amount of damages due to the County from the Contractor is determined.

20. GUARANTIES & WARRANTIES: All guarantees and warranties required shall be furnished by the contractor and shall be delivered to the Purchasing Agent before final payment on the contract is made. Unless in conflict

Approved as of January 31, 2022. Changes to this document must be approved by the Office of the County Attorney.

with this contract or as otherwise stated, manufacturer's standard warranty applies.

21. GENERAL GUARANTY: Contractor agrees to:

a. Save the County, its agents and employees harmless from liability of any nature or kind for the use of any copyrighted or uncopyrighted composition; secret process, patented or unpatented; invention;

article or appliance furnished or used in the performance of a contract for which the Contractor is not the patentee, assignee, licensee or owner.

b. Warrant that when the contract includes a software license, or use of licensed software, the Contractor is the owner of the Software or otherwise has the right to grant to the County the license to use the Software granted through the Contract without violating or infringing any law, rule, regulation, copyright, patent, trade secret or other proprietary right of any third party.

c. Protect the County against latent defective material or workmanship and to repair or replace any damages or marring occasioned in transit or delivery.

d. Furnish adequate protection against damage to all work and to repair damages of any kind to the building or equipment, to his or her own work or to the work of other contractors, for which his or her workers are responsible.

e. Pay for all permits, licenses and fees and give all notices and comply with all laws, ordinances, rules, regulations, and policies of the County.

f. Protect the County from loss or damage to County owned property while it is in the custody of the Contractor.

22. SERVICE CONTRACT GUARANTY: Contractor agrees to:

a. Furnish services described in the solicitation and resultant contract at the times and places and in the manner and subject to conditions of those documents provided that the County may reduce the said services at any time.

b. Enter upon the performance of services with all due diligence and dispatch, assiduously press to its complete performance, and exercise therein the highest degree of skill and competence.

c. All work and services rendered in strict conformance to all laws, statues, and ordinances and the applicable government rules, regulations, methods, and procedures.

d. Allow services to be inspected or reviewed by an employee of the County at any reasonable time and place selected by the County. The County is under no obligation to compensate Contractor for any services not rendered in strict conformity with the contract.

e. Stipulate that the presence of a County Inspector shall not lessen the obligation of the Contractor for performance in accordance with the contract requirements or be deemed a defense on the part of the Contractor for infraction thereof. The Inspector is not authorized to revoke, alter, enlarge, relax, or release any of the requirements of the contract documents. Any omission or failure on the part of the Inspector to disapprove or reject any work or material shall not be construed to be an acceptance of any such defective work or material. Notification of an omission or failure will be documented by the Purchasing Agent.

23. OFFICIALS NOT TO BENEFIT:

23.1. Each bidder, offeror or contractor shall certify, upon signing a bid, proposal or contract, that to the best of their knowledge no Fairfax County official or employee having official responsibility for the procurement transaction, or member of their immediate family, has received or will receive any financial benefit of more than nominal or minimal value relating to the award of this contract. For purposes of this Paragraph, “financial benefit” means any payment, loan, subscription, advance, deposit of money, services personal use rebates or anything of more than nominal or minimal value, present or promised, unless consideration of substantially equal or greater value is exchanged. If a financial benefit has been received or will be received, this fact shall be disclosed with the bid or proposal or as soon thereafter as it appears that a financial benefit will be received. Failure to disclose the information prescribed above may result in suspension or debarment, or rescission of the contract made, or could affect payment pursuant to the terms of the contract.

23.2. Whenever there is reason to believe that a financial benefit of the sort described in paragraph "a" has been or will be received in connection with a bid, proposal or contract, and that the Contractor has failed to disclose a financial benefit or has inadequately disclosed it, the County Executive, as a prerequisite to payment pursuant to the contract, or at any other time, may require the Contractor to furnish, under oath, answers to any interrogatories related to such possible financial benefit.

23.3. In the event the bidder or offeror has knowledge of financial benefits as outlined above, this information

Approved as of January 31, 2022. Changes to this document must be approved by the Office of the County Attorney.

should be submitted with the bid or proposal. If the above does not apply at time of award of contract and becomes known after inception of a contract, the bidder or offeror must disclose such facts to the Fairfax County Purchasing Agent, 12000 Government Center Parkway, Suite 427, Fairfax, Virginia 22035-0013.

Relevant Invitation/Request for Proposal Number (see cover sheet) should be referenced in the disclosure.

24. LICENSE REQUIREMENT: All firms doing business in Fairfax County, shall obtain a license as required by

Chapter 4, Article 7, of The Code of the County of Fairfax, Virginia, as amended, entitled "Business, Professional and Occupational Licensing (BPOL) Tax." Questions concerning the BPOL Tax should be directed to the Department of Tax Administration, telephone (703) 222-8234 or visit:

https://www.fairfaxcounty.gov/taxes/business/understanding-bpol-tax.

25. COVENANT AGAINST CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For violation of this warranty, the County shall have the right to terminate or suspend this contract without liability to the County or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

26. SUPPLIER DIVERSITY:

26.1. In connection with the performance of this contract, the Contractor agrees to use his or her best effort to carry out this policy and to ensure that small and minority businesses shall have the maximum practicable opportunity to compete for subcontract work under this contract consistent with the efficient performance of this contract. Contractors may rely on oral or written representations by subcontractors regarding their status as small and/or minority business enterprises in lieu of independent investigation.

26.2. Where Federal grants or monies are involved, it is the policy of Fairfax County, through its agents and employees, to comply with the requirements set forth in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, as they pertain to small and minority business use.

27. INELIGIBILITY: Any person or firm suspended or debarred from participation in County procurement will be notified in writing by the County Purchasing Agent, in accordance with Article 5, Section 1 of the Fairfax County Purchasing Resolution.

28. ORDER OF PRECEDENCE: In the event of conflict, the provisions of this standard form contract take precedence over any other contract document.

29. DELAYS AND SUSPENSIONS:

29.1. The County may direct the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time deemed appropriate for the convenience of the County. The County will extend the Contractor's time of completion by a period of time that in the discretion of the Purchasing Agent is reasonably suited for completion of work. The County may further amend the contract by mutual agreement for any increase in the cost of performance of the contract (excluding profit) resulting solely from the delay or suspension of the contract. No adjustment shall be made under this clause for any delay or interruption resulting from any other cause, including the fault or negligence of the Contractor.

29.2. If the County does not direct the Contractor, in writing, to suspend, delay, or interrupt the contract, the Contractor must give the County Purchasing Agent written notice if Fairfax County fails to provide data or services that are required for contract completion by the Contractor. The County may extend the Contractor's time of completion by a period of time that in the discretion of the Purchasing Agent is reasonably suited for completion of work. The County may further amend the contract by mutual agreement for any increase in the cost of performance of the contract (excluding profit) resulting solely from the delay or suspension of the contract. No adjustment shall be made under this clause for any delay or interruption resulting from any other cause, including the fault or negligence of the Contractor.

29.3. The Contractor shall continue its work on other phases of the project or contract, if in the sole discretion of the Purchasing Agent such work is not impacted by the County’s delay, suspension, or interruption. All changes to the work plan or project milestones shall be reflected in writing as a contract amendment.

30. CONTRACTUAL DISPUTES:

30.1. Any dispute concerning a question of fact as a result of a contract with the County which is not disposed of by agreement shall be decided by the Purchasing Agent, who shall reduce her decision to writing and

Approved as of January 31, 2022. Changes to this document must be approved by the Office of the County Attorney.

mail or otherwise forward a copy to the Contractor within ninety (90) days. The decision of the Purchasing Agent shall be final and conclusive unless the Contractor appeals within six (6) months of the date of the final written decision by instituting legal action as provided in the Code of Virginia. A Contractor may not institute legal action, prior to receipt of the Purchasing Agent’s decision on the claim, unless the Purchasing Agent fails to render such decision within the time specified.

30.2. Contractual claims, whether for money or other relief, shall be submitted in writing no later than sixty days after final payment; however, written notice of the Contractor's intention to file such claim shall have been given at the time of the occurrence or beginning of the work upon which the claim is based. Nothing herein shall preclude a contract from requiring submission of an invoice for final payment within a certain time after completion and acceptance of the work or acceptance of the goods. Pendency of claims shall not delay payment of amounts agreed due in the final payment.

31. LEGAL ACTION: No bidder, offeror, potential bidder or offeror, or Contractor shall institute any legal action until all statutory requirements have been met. Statutory requirements include, but are not limited to, the requirements of the Virginia Public Procurement Act, as reflected in the Fairfax County Purchasing Resolution and the requirement that any contractor seeking monetary relief or damages from the County must submit its claim to the Board of Supervisors in compliance with Virginia Code § 15.2-1243 through 1249.

32. VENUE: This contract and its terms, including but not limited to, the parties’ obligations, the performance due, and the remedies available to each party, are governed, construed, and interpreted in accordance with the laws of the Commonwealth of Virginia. Any jurisdiction’s choice of law, conflicts of laws, rules, or provisions that would cause the application of any laws other than those of the Commonwealth of Virginia do not apply. Any and all disputes, claims, and causes of action arising out of or in any way connected with this contract or its performance must be brought in the applicable court of Fairfax County, or in the United States District Court for the Eastern District of Virginia, Alexandria Division.

33. COMPLIANCE WITH FEDERAL, STATE, AND COUNTY LAWS: The Contractor will comply with all applicable federal and state laws and with all County ordinances and requirements.

34. HIPAA COMPLIANCE: During the performance of this contract, the Contractor agrees to comply with Article 2, Section 7 of the Fairfax County Purchasing Resolution, as amended. Further information regarding HIPAA compliance is available on the County’s website at http://www.fairfaxcounty.gov/HIPAA.

35. NON-DISCRIMINATION:

35.1. During the performance of this contract, the contractor agrees:

i. that it 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.

ii. 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.

iii. 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 provision.

The contractor will include the provisions of paragraphs i, ii, and iii above in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

35.2. Fairfax County 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.

36. AMERICANS WITH DISABILITIES ACT REQUIREMENTS: Fairfax County Government is fully committed to the federal Americans with Disabilities Act (ADA), which guarantees non-discrimination and equal access for persons with disabilities in employment, public accommodations, transportation, and all County programs, activities and

Approved as of January 31, 2022. Changes to this document must be approved by the Office of the County Attorney.

services. Fairfax County government contractors, subcontractors, vendors, and/or suppliers are subject to this ADA policy. All individuals having any County contractual agreement must make the same commitment.

Acceptance of this contract by the Contractor acknowledges the Contractor’s commitment and compliance with

ADA.

37. IMMIGRATION REFORM AND CONTROL ACT: Contractor agrees that it 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.

38. VIRGINIA FREEDOM OF INFORMATION ACT-All proceedings, records, contracts and other public records relating to procurement transactions shall be open to the inspection of any citizen, or any interested person, firm or corporation, in accordance with the Virginia Freedom of Information Act except as provided below:

38.1. Cost estimates relating to a proposed procurement transaction prepared by or…