RFP TM-2026-12- Municipal Study - 10.1.2026.pdf

ISSUED BY:

Town of Purcellville 221 S. Nursery Drive

Purcellville, VA 20132

Procurement Specialist: Megan Roberts, mroberts@purcellvilleva.gov on behalf of the Department of Administration

Cover Sheet: RFP Submission Form RFP Number: TM-2026-12 Title: MUNICIPAL STUDY Date Issued: October 1, 2026

Pre-Proposal Conference (NON-MANDATORY): Town Hall, 221 S. Nursery Ave, Purcellville VA 20132, Council Chambers.

October 14, 2026 at 10:00AM local time

Deadline For Questions: All inquiries must be submitted by this date.

Responses will be issued by addendum and posted to the Town’s Bid Board and eVA.

October 21, 2026 at 10:00AM local time

Question and Answer Addendum issue by: October 28, 2026 at 10:00AM local time

Proposal Due Date: Town Hall, 221 S. Nursery Ave, Purcellville VA 20132 November 4, 2026 at 10:00AM local time To be considered, all Offerors must respond by the due date and time listed above. Proposals will only be accepted via Virginia’s electronic procurement system: https://eva.virginia.gov/. Late responses will not be considered.

To be considered responsive, all Offerors shall complete Section I-III below and provide this sheet signed with any submission.

I. Identification

Organization Name:

Point of Contact:

Mailing Address:

Title:

Remit Address: Phone:

FEIN #: Email:

VA SCC ID#*:

II. Addenda Receipt Confirmation: The undersigned Offeror acknowledges receipt of the following Addenda, and that any required adjustments have been made to the proposal:

Addendum #: Addendum #: Addendum #: Addendum #: Addendum #: Addendum #:

III. Signature and Agreement

In accordance with this RFP and subject to all terms, conditions, and attachments, the undersigned Offeror agrees to furnish the goods, and/or services in accordance with the submitted signed Proposal or as mutually agreed upon by subsequent negotiations, as applicable. The undersigned certifies that they have read and understand all standard, supplemental, and/or special terms and conditions provided herein.

By submitting a proposal in response to this RFP, the Offeror represents they have thoroughly read and completely understands the RFP, the Contract Documents, the required scope of services and have familiarized itself with all federal, state, and local laws, ordinances, and rules and regulations that in any manner may affect the cost, progress, or performance of the required work specified in the RFP.

The failure or omission of any Offeror to receive or examine any form, instrument, contract, addendum, or other documents or to acquaint itself with conditions relating to the scope of services to be provided will in no way relieve any Offeror from any obligations with respect to its proposal or to the Offeror’s performance under the Contract.

This Contract shall bind the parties hereto and their respective heirs, executors, administrators, successors, and assign

Authorized Signature:

Date:

Printed Name: Title:

mailto:mroberts@purcellvilleva.gov https://eva.virginia.gov/

REQUEST FOR PROPOSAL

Municipal Study

TM-2026-12

SECTION 1: INTRODUCTION AND BACKGROUND

The Town of Purcellville, Virginia (“Town”) is requesting proposals from qualified public institutions of higher education with a student population of at least 15,000 students to perform a study to evaluate the condition and status of the Town's debt, infrastructure, utilities, and other significant liability risks (the “Study”). The Study shall make recommendations about prioritizing and identifying the needs of the Town as well as any recommendations as to amendments to the Town's charter and will be conducted in consultation with a chief administrative officer of a locality in Virginia Planning District 8 with a population of at least 500,000 according to the latest United States decennial census (the “Chief Administrative Officer”).

All fully qualified institutions are invited to submit a proposal in accordance with the requirements of this Request for Proposal (“RFP”).

The Town Manager for the Town of Purcellville shall serve as the Contract Administrator for this matter. The Contract Administrator shall be responsible for contract oversight, administration, and the resolution of day-to -day contractual matters following execution of an agreement. Offerors shall not contact the Contract Administrator regarding this solicitation or any matters related to contract administration until an agreement for the work solicited herein has been fully executed by all parties. Prior to contract execution, all communications concerning the solicitation shall be directed only to the designated Procurement Officer. Any unauthorized contact with the Contract Administrator before contract execution may be considered a violation of the solicitation requirements and may result in disqualification of the Offeror or other action deemed appropriate by the Town.

The Town is dedicated to conducting transparent, fair, and competitive procurement processes in accordance with the Virginia Public Procurement Act (VPPA), to the extent it is applicable, as well as other applicable laws and policies. This solicitation reflects the Town’s goal of obtaining the best value while fostering transparency, accountability and integrity in public contracting.

SECTION 2: SCOPE OF WORK

This Scope of Work (SOW) defines the services to be provided under this Request for Proposal and establishes the Town’s requirements and expectations for providing the study as required by the Code of Virginia § 15.2-1535.1, Article 6 as outlined in SB648, Chapter 1022 of the 2026 Reconvened Session of the General Assembly, which specifically requires that the Town “procure a study to evaluate the condition and status of the town's debt, infrastructure, utilities, and other significant liability risks.” Offerors shall respond with proposals for such a Study, including how it will be conducted, the key personnel who will be involved in conducting the Study, and the timeline for the completion and presentation of the same. Please note that the legislation this Study is being conducted pursuant to requires that it be completed no later than July 1, 2027.

SECTION 3: PROJECT TIMELINE

Town expects project commencement upon execution of contract with interim milestones to be established in conjunction with the Town and the Chief Administrative Officer. The Study must be completed by July 1, 2027.

The selected institution shall provide a final, detailed project schedule within ten (10) business days of contract award.

SECTION 4: PROPOSAL SUBMISSION INSTRUCTIONS

This RFP is an invitation to submit a proposal only. Submission of a response does not guarantee or create any obligation on the part of the Town to enter into a contract with any proposer. No contractual relationship shall exist unless and until a formal written contract is fully executed by both parties. Issuance of this RFP does not commit or obligate the Town to award a contract, to pay any costs incurred in the preparation of a proposal, or to procure or contract for services or supplies.

The following information must be included in the Offeror’s submission. Failure to provide any of the required information may result in the Offeror being deemed non-responsive and/or non-responsible and disqualified from further consideration.

Qualifications of the Assigned Staff.

Identify the staff that will be assigned to the Town’s contract. For each person assigned to this engagement, provide: resumes, applicable certifications, experience specific to local governments and any continuing education coursework.

Previous Experience.

Examples of similar studies performed by the Offeror for other local governments, whether in Virginia or otherwise.

Study Design and Analytical Methodology.

The proposal shall adequately and clearly provide an overview of the methodology and data analysis plan for the Study, including but not limited to Study design, data collection protocols and analysis plans.

Compliance with SB 648.

Offerors must provide with their proposal a statement on how their study will meet and comply with the requirements of Va. Code § 15.2-1535.1, Article 6 as outlined in SB648, Chapter 1022 of the 2026 Reconvened Session of the General Assembly. Offerors shall identify the Chief Administrative Officer they will be consulting with in completing the Study and will need to include said Chief Administrative Officer’s commitment to consulting on the same.

Cost.

Offerors shall include in their all-inclusive cost to complete the Scope of Work. The cost will be included in Attachment A: Offeror Data Sheet Form and the proposal should include any supporting documentation for the same.

Insurance.

Offerors shall identify any insurance that may be applicable to their provision of the services discussed herein.

Contract.

Offerors shall provide the contract they propose the parties enter into should the Offeror be selected.

Required Forms*:

Cover Sheet: RFP Submission Form*

Attachment A: Offeror Data Sheet Form*

Attachment B: Trade Secrets or Proprietary Information Form, inclusive of redacted version of proposal if applicable*

Attachment C: Exceptions to Terms and Conditions*

Delivery Method (of Submission): Offerors shall submit their proposals via the State’s procurement platform, eVA. See EXHIBT A for instructions.

Sealed proposals must be received by the DUE DATE indicated herein, or as revised via subsequent addenda, if applicable. Only proposals placed on included forms and including all of the requested documents may be considered responsive and/or responsible. All applicable forms are located in the attachments herein.

It is the sole responsibility of the Offeror to submit a proposal on time. Offerors are strongly advised to submit their proposals well in advance of the submission deadline. The official time of submission for any proposal will be determined strictly by the electronic timestamp automatically generated by the eVA system at the exact moment the Offeror completes the transmission and clicks final submit.

Any proposals received late will not be considered. No hardcopy, facsimile or email proposals will be considered.

All proposals and submitted forms and materials shall become the sole property of the Town of Purcellville and will not be returned. All costs and expenses of any kind associated with participation in this solicitation process and RFP shall be the sole responsibility of the responding party.

SECTION 5: EVALUATION AND AWARD

Evaluation Criteria

Criteria Description Weight (%) Qualifications of the Assigned Staff; Previous Experience

30%

Study Design and Analytical Methodology; Compliance with

SB648

30%

Cost 30% References 10%

Evaluation Process: After the Evaluation Committee has reviewed and scored all proposals, two or more of the highest-rated and fully qualified Offerors will be invited to discuss their proposals. Once interviews have been completed, the Evaluation Committee will re-rank the Offerors that were interviewed. The Evaluation Committee will consider the Offeror’s proposals and interviews.

Negotiations will begin with the top-ranked Offeror(s) at the discretion of the Town. Offeror(s) may be given the opportunity to provide best and final offers, at which time, the Town will select the Offeror(s) that in its sole opinion is believed to be in the best interest of the Town. Should the Town determine in writing and in its sole discretion that only one Offeror is fully qualified or responsible, or that one Offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that Offeror.

Evaluation criteria details o All Evaluation Committee members will evaluate Offeror’s proposals based on the criteria herein and weighted per the above Evaluation Criteria.

Each proposal shall be evaluated and scored individually, after which the scores from all evaluators will be aggregated to determine the overall results.

SECTION 6: CONTRACT AGREEMENT

Award of Contract: The award document will be a Contract incorporating by reference all the requirements, terms, and conditions of this solicitation and the Offeror’s submission as negotiated, if applicable. Any award will be subject to appropriation of the Town Council.

Prior to full execution of the Contract, the Town may issue an Intent to Award as a public notice while final contract terms and conditions are being completed. The Notice of Award (NOA) shall be issued only after the Contract has been fully executed by all required parties.

The Successful Offeror should, within seven (7) calendar days after prescribed documents are presented for signature, execute and deliver to the Town the Contract, all required insurance certificates, insurance endorsements, and any other documents required by the solicitation.

Upon making an award of the Contract, the Town will place the appropriate notice of award on the bid board of its official website www.purcellvilleva.gov and/or on https://mvendor.cgieva.com/Vendor/public/AllOpportunities.jsp .

The Town reserves the right to cancel this solicitation at any time and reject any or all proposals and to waive any informalities.

Contract Term: The term of this contract shall be from execution until completion of the Scope of Work, set forth in this solicitation and the resultant contract, and receipt of final payment.

SECTION 7: TERMS AND CONDITIONS

In addition to any other terms and conditions contained in this solicitation, the terms and conditions for the resulting agreement and the performance of the work required for the same are as set forth in the following documents:

Attachment D: Standard Contracting Terms and Conditions

Attachment E: Virginia Public Procurement Act Requirements, as applicable.

Offerors shall submit Attachment C, which notes any exceptions to said terms and conditions.

http://www.purcellvilleva.gov/ https://mvendor.cgieva.com/Vendor/public/AllOpportunities.jsp

ATTACHMENT A:

OFFEROR DATA SHEET

Note: The following information is required as part of your response to this solicitation. Failure to complete and provide this sheet may result in finding your offer nonresponsive.

Qualification: The Offeror should have the proven capability and capacity in all respects to satisfy fully all the contractual requirements. Offeror shall demonstrate how they meet the requirement as set forth in Va. Code § 15.2-1535.1, Article 6 as outlined in SB648, Chapter 1022 of the 2026 Reconvened Session of the General Assembly, specifically that they are “a public institution of higher education with a student population of at least 15,000 students.” Please attach any supporting documentation.

Offeror:

Address:

Cost (please attach any supporting documentation):

Offeror’s Point of Contact/Authorized Representative:

Title:

Phone:

E-mail:

By signing below, the signatory certifies the accuracy of the information contained in their proposal and on this Offeror Data Sheet, and represents and warrants that they are duly authorized to sign on behalf of and contractually bind the Offeror.

Signed:

Printed Name:

Title:

Date :

ATTACHMENT B:

TRADE SECRETS OR PROPRIETARY INFORMATION

Trade secrets or proprietary information submitted by an Offeror in connection with this procurement transaction shall not be subject to public disclosure under the Virginia Freedom of Information Act. However, Section 2.2- 4342 (F) of the Code of Virginia, as amended, states that the Offeror must invoke the protection of this section prior to or upon submission of the data or materials and must identify the data or materials to be protected and state the reasons why protection is necessary.

Please mark one:

( ) No the proposal submitted does not contain any trade secrets and/or proprietary information.

( ) Yes, the proposal submitted does contain trade secrets and/or proprietary information.

If Yes is selected above, please clearly identify below the exact data and/or other materials to be protected, and list all applicable pages of the proposal document(s) containing such data and/or materials:

The proprietary or trade secret material submitted must be CLEARLY IDENTIFIED by some distinct method, such as highlighting or underlining, within the body of the proposal document(s) and must indicate only the specific words, paragraphs, pictures, or figures that constitute trade secrets or proprietary information. The classification of an entire submission document(s), line-item prices, and/or total quote prices as proprietary or trade secrets is not acceptable and will result in rejection of the submission.

State the reason(s) why protection is necessary:

If the data and/or materials to be protected are not identified above and within the body of the proposal document(s) and the reason(s) for protection are not provided, the Offeror will not have invoked the protection of Section 2.2-4342(F) of the Code of Virginia, as amended. Accordingly, effective upon award of the agreement, the proposal will be open and available for public inspection consistent with all applicable law.

( ) If any portions of the submitted proposal require redactions, please provide a second copy of your submission, labeled as REDACTED VERSION of RFP Number: TM-2026-12. This is the version of the submission that will be released upon request from a qualified party.

ATTACHMENT C:

EXCEPTIONS TO TERMS AND CONDITIONS

At the time of proposal submission, the Offeror shall identify in writing any exceptions terms and conditions of this solicitation, including any exceptions to the Town’s insurance and liability requirements. Each exception shall be clearly identified and accompanied by the Offeror’s proposed alternative language, if applicable.

The Offeror shall identify below any exceptions to the solicitation requirements. Any exception must be clearly described and include the Offeror’s proposed alternative language, if applicable.

If the Offeror has no exceptions, the Offeror shall check the box below and sign the form.

NO EXCEPTIONS – The Offeror has reviewed the solicitation documents and has no exceptions, exclusions, qualifications, or proposed modifications to the Town’s terms, conditions, insurance, indemnification, or liability requirements.

EXCEPTIONS ARE IDENTIFIED BELOW – The Offeror has identified all exceptions below.

Exceptions

# Solicitation

Section / Page Requirement Being Excepted

Description of Exception or Proposed Modification

Proposed Alternative Language

# Solicitation

Section / Page Requirement Being Excepted

Description of Exception or Proposed Modification

Proposed Alternative Language

Offeror Name: ______________________________________________________

Title: ________________________________________________________________

Signature: __________________________________________________________

Date: ________________________________________________________________

(If additional space is required, attach additional pages clearly identified as.)

ATTACHMENT D:

Standard Contracting Terms and Conditions

By submitting a proposal to a solicitation, the Offeror agrees to the terms and conditions contained therein. Terms and conditions that are set forth in the law cannot be altered.

Subject to all Federal, State and local laws, policies, resolutions, regulations, rules, limitations and legislation, bids/proposals on all solicitations issued by the Finance Department will bind Bidders/Offerors to applicable conditions and requirements herein set forth unless otherwise specified in the solicitation.

CONDITIONS OF PROPOSAL

COMPETITION INTENDED: It is the Town’s intent that this solicitation encourage competition. It shall be the Offeror’s responsibility to advise the Procurement Specialist in writing with supporting information and documentation if any they believe any language, requirement, specification, etc., or any combination thereof, stifles competition or inadvertently restricts or limits the requirements stated in this solicitation to a single source. The Procurement Specialist must receive such notification not later than five (5) business days prior to the deadline set for acceptance of the bids/proposals

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

CLARIFICATION OF TERMS: If any prospective Offeror has questions about the specifications or other solicitation documents, the prospective Bidder/Offeror should contact the Procurement Specialist whose name appears on the face of the solicitation no later than five (5) working days before the proposal due date. Any revisions to the solicitation will be made only be addendum issued by the Procurement Specialist twenty-four (24) hours before the close of the solicitation. (It is suggested that submissions wait until this time has passed to ensure they have acknowledged and addressed all addendums.)

ADDENDUM AND SUPPLEMENT TO REQUEST: If it becomes necessary to revise any part of this solicitation or if additional data is necessary to enable an exact interpretation of provisions of this solicitation, revisions will be posted on the eVA, Virginia’s Procurement website and/or the Town’s Bid Board, in the form of an addendum. It is the Offeror’s responsibility to obtain addenda(s) and acknowledge receipt. Offerors who do not include the addendum acknowledgement may be deemed non-responsive.

NO CONTACT POLICY: No Offeror shall initiate or otherwise have contact related to the solicitation with any Town official, representative or employee, other than the Procurement Specialist, after the date and time established for receipt of proposals. Any contact initiated by the Offeror with any other

Town official, representative or employee is strictly prohibited and may cause the disqualification of the Offeror from this procurement process.

INELIGIBILITY: Any person or firm suspended or debarred from participation in the Town procurement shall be notified in writing by the Procurement Specialist.

The Notice of Suspension shall state the reasons for the actions taken and such a decision shall be final unless the person or firm appeals within ten (10) days of receipt of the Notice by instituting legal action as provided in the Code of Virginia.

The Notice of Debarment shall state the reasons for the actions taken and the decision shall be final unless the person or firm appeals within ten (10) days of receipt of the Notice by instituting legal action as provided in the Code of Virginia.

By submitting their proposals, Offerors certify that they are not currently debarred from submitting proposals on contracts by the Town, nor are they an agent of any person or entity that is currently debarred from submitting bids or proposals on contracts by the Town or any agency, public entity/locality or authority of the Commonwealth of Virginia.

CONFLICT OF INTEREST: This solicitation is subject to the provisions of Va. Code Ann. Section 2.2- 3100 et seq., the State and Local Government Conflict of Interests Act. Contractor certifies by signing a proposal to the Town, that no conflict of interest exists between Contractor and Town that interferes with fair competition and no conflict of interest exists between Contractor and any other person or organization that constitutes a conflict of interest with respect to the contract with the Town. If such a conflict exists, the Offeror is prepared to sign a non-disclosure agreement.

EMPLOYEES/OFFICIALS NOT TO BENEFIT: If the contract is awarded to Offeror’s company, partnership, or corporation, the Offeror shall certify that no employee or official of the Town of Purcellville, or members of their immediate family, including spouse, parents or children has received or been promised, directly or indirectly, any financial or other benefit, by way of fee, commission, finder’s fee, political contribution or any similar form of remuneration due to the act of awarding and/or executing this contract.

ERRORS IN PROPOSALS: Offerors are liable for all errors or omissions contained in their proposal submittal. When an error is made in extending total prices, the unit proposal price will govern. Any corrections or changes to the proposal, including erasures, must be clearly initiated by the Offeror at the time of submission to be considered valid. Offerors are strongly encouraged to carefully review their proposals for accuracy before submission. After the public opening, errors cannot be corrected, and the Offeror will be required to perform in accordance with the submitted proposal if it is accepted. The Town reserves the right to interpret or resolve any ambiguities or discrepancies in the proposal in a manner it determines to be fair and in the Town’s best interest. All actions under this clause shall be conducted in compliance with the Virginia Public Procurement Act (VPPA), § 2.2- 4330.

AWARD: Awards made in response to a RFP will be made to the highest qualified Offeror whose proposal is determined, in writing, to be the most advantageous to the Town taking into consideration the evaluation factors set forth in the RFP. The Procurement Specialist reserves the right to award a contract by individual items, in the aggregate, or in combination thereof, or to reject any or all proposals and to waive any informality in bids/proposals received whenever such rejection or waiver is in the best interest of the Town. Award may be made to as many Offeror’s as deemed necessary to fulfill the anticipated requirements of the Town. The Procurement Specialist also reserves the right to reject the bid or proposal if an Offeror is deemed to be non-responsive and/or non-responsible.

DETERMINATION OF ABILITY: The Town may request additional information and make 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 provide the Town information and data for this purpose.

DISPOSITION OF PROPOSALS: All materials submitted in response to this RFP will become the sole property of the Town. One copy of each proposal shall be retained for official files and will become a public record after the award and will be open to public inspection. It is understood that the proposal will become part of the official file on this matter without obligation on the part of the Town except as to the disclosure restrictions contained in section “Disclosure.”

DISCLOSURE: In compliance with the Town’s purchasing policy, all proposals will be available for public inspection after the Contract award. Trade secrets and proprietary information submitted by a Offeror in connection with a procurement shall not be subject to public disclosure under the Virginia Freedom of Information Act, however, the offeror must invoke the protection of this legislation prior to or upon submission of the data or other materials in the proposal, and must clearly identify the specific area or scope of data or other materials to be protected and state the proprietary reasons why protection from public disclosure is necessary. An all-inclusive statement that the entire proposal is proprietary is unacceptable. A statement that costs and fees are to be protected is unacceptable. At the time fixed for the receipt of responses for Request for Proposals, only the names of the Offerors will be read and made available to the public.

CONDITIONAL/ALTERNATE PROPOSALS: Conditional or alternate bids or proposals may be rejected in whole or in part.

OMISSIONS & DISCREPANCIES: If a Offeror finds discrepancies or ambiguities in, or omissions from, the solicitation, including any drawings and/or specifications, it shall notify the Procurement Specialist at least five (5) working days prior to the date set for the opening of bids/proposals. If necessary, the Procurement Specialist will send a written addendum for clarification to all Offerors no later than three (3) working days before the date set for opening of bids or proposals. Notifications regarding specifications will not be considered if received within five (5) days of the date set for opening of proposals.

PROPOSAL AMENDMENT-AFTER SUBMISSION AND RFP CLOSING DATE: Proposals submitted may be withdrawn and re-submitted with amendments prior to the RFP Proposal Submission Deadline in conformance with the solicitation submission guidelines. Proposal amendments submitted in any other manner shall not be accepted or considered by the Town. Offerors are liable for all errors or omissions contained in their proposal submittal. Offerors will not be allowed to alter proposal submittals after the Proposal Submission Deadline. Any attempts to amend a submitted proposal by way of a letter or facsimile or any other document or means, which would result in a proposal being incomplete, ambiguous, inconsistent, or otherwise noncompliant, shall result in the proposal being rejected. A change shall be so worded as not to reveal the amount of the original proposal. The Town will not accept any amendments, revisions, or alterations to proposals after the Proposal Submission Deadline unless such is formally requested, in writing, by the Town.

FAILURE TO REACH AGREEMENT / RIGHT TO TERMINATE NEGOTIATIONS: The Town reserves the right to terminate negotiations with any Offeror if, in the Town’s sole discretion, an agreement cannot be reached within a reasonable time and on terms that are in the best interest of the Town. In such event, the Town may enter into negotiations with the next highest-ranked Offeror, cancel the solicitation, or take any other action permitted under the Virginia Public Procurement Act. All Offerors understand and agree that they shall have any claim for compensation or reimbursement arising from the termination of negotiations.

RIGHT TO CANCEL SOLICITATION PRIOR TO AWARD: In accordance with the Virginia Public Procurement Act (VPPA), the Town reserves the right to cancel this solicitation at any time prior to the award of a contract. Such cancellation may be made at the Town’s sole discretion for any legally permitted reason and without liability to any Offeror. No proposal shall confer any rights on the Offeror, nor shall any act by the Town prior to the execution of a contract be deemed to create any binding obligations.

ACCEPTANCE OF PROPOSALS/BINDING 120 DAYS: Unless otherwise specified, all proposals submitted shall be binding for one-hundred and twenty days (120) calendar days following the solicitation closing date, unless extended by mutual consent of all parties.

OFFEROR INTERESTED IN MORE THAN ONE PROPOSAL: If more than one proposal is offered by any one party, either directly or by or in the name of his or her clerk, partner, or other persons, all such proposals may be rejected.

BEST AND FINAL OFFER (BAFO): In accordance with the Virginia Public Procurement Act (VPPA), the Town may, at its sole discretion, request Best and Final Offers (BAFOs) from Offerors whose proposals are determined to be within the competitive range. The request for BAFOs shall state the date, time, and manner in which such offers must be submitted. Offerors shall not submit revisions to their proposals unless specifically requested by the Town. The Town reserves the right to make an award based on the original proposal submissions without requesting BAFOs. The issuance of a request for BAFOs does not obligate the Town to extend the negotiation or award process.

LICENSES AND CERTIFICATES: The Town reserves the right to require documentation that the selected Offeror is abiding by the ordinances, regulations, and laws of the Commonwealth of Virginia and Virginia State Bar. If the Offeror is required by any regulatory agency to maintain a professional license or certification to provide any product and/or service solicited under this agreement, the Town requires documentation of the current license and/or certification and may require additional documentation at any time during the term of the contract and any extension.

CONTRACT PROVISIONS

ALL-INCLUSIVE COSTS: All prices, rates, and fees submitted by the Contractor shall be all-inclusive and shall constitute full compensation for all labor, supervision, materials, parts, equipment, tools, transportation, fuel, permits, taxes, insurance, overhead, profit, and any other costs or expenses of any nature whatsoever necessary to perform the Work in accordance with the Contract. No additional charges, surcharges, fees, or reimbursements shall be paid unless expressly authorized in writing by the Owner through a duly executed contract amendment.

CONTRACT ALTERATIONS: No alterations in the terms of the contract shall be valid or binding upon the Town unless made in writing and signed by the Town Manager or their authorized agent.

PRORATION OF CONTRACT SERVICES: The cost of services under this Contract shall be prorated based on the effective date of full execution of the Contract by all required parties. In the event the Contract is executed on a date other than the first day of the applicable billing period, compensation for services shall be calculated on a pro rata basis, reflecting only those services performed from the

Contract’s fully executed effective date through the end of the applicable billing period. No payment shall be due or payable for any services rendered prior to full execution of the Contract unless expressly authorized in writing by the Town.

MODIFICATIONS AND CHANGE ORDERS: A public contract may include provisions for modification of the contract during performance, but no fixed-price contract may be increased by more than twenty-five percent of the amount of the contract or $50,000, whichever is greater, without the advance written approval of the Procurement Specialist. In no event may the amount of any contract, without adequate consideration, be increased for any purpose, including, but not limited to, relief of an offeror from the consequences of an error in its bid or offer. Any public body may extend the term of an existing contract for services to allow completion of any work undertaken but not completed during the original term of the contract.

PROTEST OF AWARD OR DECISION TO AWARD: Any Offeror may protest the award or decision to award a contract by submitting a protest in writing to the Procurement Specialist, or an official designated by the Town of Purcellville, no later than ten (10) days after the award or the announcement of the decision to award, whichever occurs first.

If prior to the award it is determined that the decision to award is arbitrary or capricious, then the sole relief shall be a finding to that effect. The Procurement Specialist shall cancel the proposed award or revise it to comply with the law. If, after an award, it is determined that an award of a contract was arbitrary or capricious, then the sole relief shall be as hereinafter provided. Where the award has been made but performance has not begun, the performance of the contract may be declared void and immediately terminated by the Town. Where the award has been made and performance has begun, the Procurement Specialist may declare the contract void upon a finding that this action is in the best interest of the Town. Where a contract is declared void, the performing Contractor shall be compensated for the cost of performance at the rate specified in the contract up to the time of such declaration. In no event shall the performing Contractor be entitled to lost profits.

Pending final determination of a protest or appeal, the validity of a contract awarded and accepted in good faith in accordance with this article shall not be affected by the fact that a protest or appeal has been filed.

An award need not be delayed for the period allowed a bidder or the offeror to protest, but in the event of a timely protest, no further action to award the contract will be taken unless there is a written determination that proceeding without delay is necessary to protect the public interest or unless the bid or offer would expire.

AUDIT: The Offeror hereby agrees to retain all books, records and other documents related to this contract for five (5) years after final payment, or until audited by the Town, whichever is sooner. The Town, its authorized agents, and/or Town auditors or any applicable agency of the Commonwealth of Virginia shall have full access to and right to examine any of said materials during said period.

RIGHTS OF THE TOWN OF PURCELLVILLE: The Offeror shall not be entitled to any indemnity in respect of claims, demands, proceedings, damage costs, charges and expenses, whatsoever arising out of such rejection. Proposals shall be considered irregular and may be rejected for, but not limited to, the following reasons: 1. If there are any unauthorized additions, conditional or alternate proposals or irregularities of the kind which tend to make the proposal incomplete, indefinite or ambiguous as to its meaning or response to the Town’s required scope of work. 2. If there is a lack of any of the required documents. Offerors may be disqualified and their proposal rejected for the following, but not limited to, reasons: 1. More than one proposal for the project is submitted for an individual firm, partnership or corporation under the same name or different name. 2. There is evidence of collusion between Offerors and/or Town officials or employees. 3. Falsification of any documents or price submitted with a proposal.

DETERMINATION OF RESPONSIVENESS: Offers that are conditional, materially incomplete, contain unauthorized exceptions, or fail to conform to mandatory requirements may be deemed non-responsive and rejected without further consideration.

The Town of Purcellville reserves the right to waive informalities or irregularities in an offer if such waiver is in the best interest of the Town of Purcellville and permitted by applicable law.

Responsiveness will be determined at the time of submission and may not be cured after the deadline for receipt of offers, except as permitted by law or regulation.

DETERMINATION OF RESPONSIBILITY: The Town of Purcellville reserves the right to determine the responsibility of any Offeror prior to the award of any contract resulting from this solicitation. A "responsible" Offeror is one who has the capability, in all respects, to fully and successfully perform the contract requirements and the moral and business integrity and reliability that will ensure good faith performance in compliance with all applicable laws and regulations..

The Town of Purcellville may request additional information or documentation from the Offeror to make this determination. Failure to provide requested information within the time specified may render the Offeror non-responsible in the Town’s sole discretion.

The Offeror understands and agrees that the decision of the Town of Purcellville regarding the responsibility of an Offeror is final and not subject to protest or appeal, except as otherwise provided by applicable law.

NON-ASSIGNMENT OF CONTRACT: The contractor shall not assign the contract, or any portion thereof, without the advanced written permission of the Town.

NON-EXCLUSIVE CONTRACT: Nothing herein is intended nor shall be construed as creating any exclusive arrangement with the Contractor. The contract shall not restrict the Town from acquiring similar or any other products or services, from other sources.

NON-DISCLOSURE AGREEMENT: To the extent applicable and permitted by law, the Contractor will be required to enter into a nondisclosure agreement.

ADA ACCOMMODATION: If you require any reasonable accommodation for any type of disability in order to participate in this procurement process, please contact the Procurement Specialist listed on the cover of this solicitation.

DELIVERY AND PAYMENT PROVISIONS

INVOICING AND PAYMENT TERMS: In accordance with § 2.2-4352 of the Code of Virginia (Prompt Payment Act), the Town shall make payment within thirty (30) calendar days after receipt of acceptable goods or services and a proper invoice, whichever is later. An invoice shall not be deemed proper until all goods and/or services have been received, accepted, and approved by the Town.

DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the Town, after due notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the Town may have.

TAX EXEMPTION: As a political subdivision of the Commonwealth of Virginia, the Town is tax exempt. The price bid must be net, exclusive of taxes. Tax exemption certificates will be furnished if requested by the Offeror.

OFFEROR/CONTRACTOR REMEDIES

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 solely 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.

This Contract is made, entered into, and shall be performed in the Town of Purcellville, and Loudoun County, Virginia and shall be governed by the applicable laws of the Commonwealth of Virginia. Any dispute, action or litigation arising out of the Contract, its interpretations, or its performance shall be litigated only in the Courts for the County of Loudoun, Virginia.

SUPREMACY CLAUSE: Notwithstanding any provision in the Offeror’s response to the contrary, the Offeror agrees that the terms and conditions contained in the Town’s solicitation shall prevail over contrary terms and/or conditions contained in the Offeror’s response.

PRECEDENCE OF TERMS: The General Terms and Conditions shall apply in all instances. In the event of a conflict between the General Terms and Conditions and contract documents, and the Virginia Public Procurement Act, Va. Code § 2.2-4300, the Virginia Public Procurement Act will control.

MANDATORY USE OF TOWN FORMS AND TERMS AND CONDITIONS: Failure to submit a proposal on the Town document may be a cause for rejection. Modification of or additions to any portion of the solicitation may be cause for rejection of the proposal; however, the Procurement Specialist reserves the right to decide, on a case by case basis, in his/her sole discretion, whether to reject the submittal or find it as nonresponsive. As a precondition of acceptance, the Procurement Specialist may, in his/her sole discretion, request the Offeror withdraw or modify nonresponsive portions of their submittal that do not affect quality, quantity, price, or delivery.

CORRECTION OF CLERICAL OR ADMINISTRATIVE ERRORS: In accordance with the Virginia Public Procurement Act (VPPA), the Owner reserves the right to correct any clerical, typographical, or administrative errors or omissions in the solicitation, contract award, or resulting contract documents, provided that such corrections do not materially alter the scope, pricing, or intent of the contract. These corrections may include, but are not limited to, errors in spelling, grammar, formatting, numbering, or references. Notice of such corrections shall be provided in writing to the Contractor and shall be incorporated into the contract record.

CONTRACTUAL DISPUTES: Any dispute concerning a question of fact as a result of a contract with the Town which is not disposed of by agreement shall be decided by the Procurement Specialist, who shall reduce their decision to writing and mail or otherwise forward a copy to the Contractor within ninety (90) days. The decision of the Procurement Specialist 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 Procurement Specialist’s decision on the claim, unless the Procurement Specialist fails to render such decision within the time specified.

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.

NO ADDITIONAL CHARGES: All prices, rates, fees, and charges under this Contract shall be firm and inclusive of all costs associated with the performance of all services identified in the Scope of Work. No additional charges of any kind, including but not limited to administrative fees, fuel surcharges, tariffs, travel expenses, delivery charges, overtime premiums, or miscellaneous fees, shall be allowed unless expressly set forth in the Contract and approved in writing by the Town. Any costs not specifically identified in the Contract shall be deemed included in the contract pricing, and no separate or additional compensation shall be paid by the Town for any services described in the Scope of Work.

OFFEROR LISTING AND CONTRACT SUCCESSION: The Town shall retain a record of all firms and individuals that submit proposals in response to this RFP. If the Contract is terminated or otherwise concludes prior to its scheduled expiration, the Town reserves the right, subject to mutual agreement, to enter into a contract for the remaining term with the next highest-ranked responsive and responsible Offeror, as determined through the evaluation process.

The Town may require the successor Offeror to honor the pricing submitted in its original proposal for the period identified in the RFP as the proposal validity period. Upon expiration of the proposal validity period, the Town may, at its sole discretion, consider adjustments to the originally proposed pricing based on fair and reasonable escalation or de-escalation. Any proposed adjustment must be supported by objective and verifiable documentation, such as published indices (including the Consumer Price Index), manufacturer price notices, or other credible evidence acceptable to the Town.

FORCE MAJEURE: In the event either party is unable to perform its obligations under the terms of this Contract because of the acts of God, weather, war, insurrections, epidemics, pandemics, strikes, or governmental action reasonably beyond its control, or any other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes provided performance is commenced as soon as practicable given the situation and written documentation of the reason(s) for non-performance is provided to the other party.

TERMINATION: The Town may terminate the contract with thirty (30) days' written notice.

Termination for Convenience: May occur for any reason or without cause.

Termination for Cause: No advance notice required if due to contractor's default Termination for Lack of Funds: The contract is canceled if funds are not appropriated for continuation.

SEVERABILITY: If any provision of this Contract is determined to be invalid, illegal, or unenforceable by a court or other authority of competent jurisdiction, such determination shall not affect the validity, legality, or enforceability of the remaining provisions of this Contract. The remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

ATTACHMENT E:

Subject to the Virginia Public Procurement Act:

By submitting a bid or proposal to a solicitation, the Offeror agrees to the terms and conditions contained therein. Terms and conditions that are set forth in the law cannot be altered. The following clauses are required to be included in public contracts under the Virginia Public Procurement Act (VPPA). They are designed to ensure compliance with state law and promote ethical, non-discriminatory, and transparent contracting practices.

The following provisions apply to any agreement between a contractor (“Contractor”) and the Town of Purcellville, Virginia (“Town”) because the Town is a Virginia public body subject to the Virginia Public Procurement Act, Va. Code § 2.2-4300, et seq.

All procurement-related activities, procedures, and decisions arising from or associated with this solicitation, including but not limited to evaluation, negotiation, award, and contract administration, are subject to and shall be conducted in accordance with the Virginia Public Procurement Act (VPPA), § 2.2-4300 et seq. of the Code of Virginia, as amended. In the event of any conflict between this solicitation or resulting contract and the VPPA, the provisions of the VPPA shall control.

NONDISCRIMINATION CLAUSE (§ 2.2-4311)

The contractor agrees not to discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state or federal law. This clause must be included in all solicitations and subcontracts.

DRUG-FREE WORKPLACE CLAUSE (§ 2.2-4312)

During the performance of the Agreement, the Contractor agrees to (i) provide a drug-free workplace for the Contractor’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution,…