RFPQ#02262024-1400 Fireworks Display.pdf

King George County – Fireworks Display – RFPQ# 02262024-1400

KING GEORGE COUNTY, VIRGINIA

FIREWORKS DISPLAY

REQUEST FOR PROPOSAL/QUOTE # 02262024-1400

King George County, herein referred to as KGC, is seeking proposals for a pyrotechnic display not to exceed $25,000 to be held on Saturday, July 6, 2024.

This Request for Quote/Proposal is consistent with and governed by the King George KGC

Purchasing Ordinance and has been prepared in accordance with the Virginia Public

Procurement Act.

1.0 INTENT:

KGC is seeking a professional company to provide a pyrotechnic display on July 6, 2024.

Using Best Value For Quote/Proposal valuation based on the scope outlined in Section 3.0 and sections thereafter.

2.0 QUALIFICATIONS:

The selected Offeror must be licensed by the Bureau of Alcohol Tobacco and Firearms

(ATF). A copy of the firm’s ATF license must accompany the Quote/Proposal submission.

3.0 SCOPE OF WORK:

The OFFEROR shall perform a fireworks display on Saturday, July 6, 2024 at Sealston Sports

Complex in King George County, Virginia. The display will run 20 to 25 minutes in duration and will be electronically fired. The OFFEROR shall provide adequate and qualified personnel to set up and fire the fireworks display on July 6, 2024, as outlined in this Scope of Work. In the event that the fireworks display cannot take place due to inclement weather or public health conditions to include, but not be limited to, rain, drought, wind conditions or strike, the fireworks display shall take place on the rain date of July 7, 2024. If the event cannot take place on the rain date, KGC has ten (10) days to reschedule the event for a mutually agreeable date to take place within sixty (60) calendar days of July

6, 2024, or a future date. In an emergency and/or in the event the Sealston Sports Complex

(firing site) is inaccessible due to safety reasons as determined by King George County

Staff and notification is within forty-eight (48) hours of the scheduled event, KGC will have the option to reschedule as outlined above; or cancel and pay the OFFEROR no more than 25% of display price.

King George County is considering a no more than $25,000 pyrotechnic display and is requesting the OFFEROR to supply an itemized list of shells, cakes and/or candles, etc. to be used for the Opening Barrage, Main Body, Mid-Level Display, and Grand Finale

(collectively the “Primary Display”) and mobilization.

Firing Site: Sealston Sports Complex, 11050 Fletchers Chapel, King George, Virginia 22485.

Display Price: No more than $25,000.

Event Date: July 6, 2024 Rain Date: July 7, 2024

Primary Display

Primary Display must contain, but is not limited to:

• A minimum of at least (175) 5” shells

• A minimum of at least (250) 4” shells

• A minimum of at least (750) 3” shells

• A variety of special effect shells including, but not limited to, special effect barrage boxes, glittering crowns, and strobes.

• A false ending prior to the grand finale

Mobilization Fee

Fee Schedule (breakdown cost for inch diameter shells, cakes, and candles individually)

The OFFEROR will make application and obtain all applicable permits whether local or state and will provide full fire protection for the display as required by KGC Fire, Rescue, and Emergency Services Department, KGC Sheriff’s Office, or other more stringent requirements of the Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF) or other regulatory authority.

The OFFEROR shall supply all transportation, materials, supplies, labor, tools, equipment, clean-up, and adequate and qualified personnel to set up and fire the fireworks display as required herein.

The OFFEROR shall provide an adequate number of trained and qualified pyrotechnicians to set up and fire the fireworks display. The OFFEROR shall provide the equipment and personnel to shoot the proposed display.

The OFFEROR shall be provided access to firing site prior to May 1, 2024 for inspection.

The OFFEROR shall provide KGC a detailed site plan, including areas where unauthorized persons are prohibited, at least 30 days prior to the event date.

The OFFEROR shall comply fully with Chapter 33, Section 3308, of the Virginia Statewide Fire

Prevention Code, and National Fire Prevention Association Standards (Sections 1123 and

1126) and any local, state, and federal law that may exist. The OFFEROR shall be responsible for any damage or personal injuries as a result of non-compliance.

KGC agrees to furnish police and/or crowd security personnel, provide proper parking supervision, and ensure adequate patrol of the safety zone as marked and secured by

KGC until OFFEROR, advises it is no longer necessary. The OFFEROR shall have control of the firing area during the display, be responsible for the monitoring and security of the firing area and will be responsible for the site cleanup after the display has ended.

KGC may provide additional fire protection for the display as per advice of local fire or police officials.

In the event of inclement weather on the day of the fireworks display, the OFFEROR shall provide weatherproof coverings to protect the fireworks until a determination is made as to the status of the show.

4.0 TERMINATION, POSTPONEMENT AND CANCELLATION:

KGC shall have the right to terminate at KGC's convenience, with or without cause, any contract resulting from this solicitation by specifying the date of termination in a written notice. Notice of termination may be provided up to the scheduled date without penalty.

Unless due to inclement weather or public health conditions, KGC shall provide OFFEROR no more than thirty percent (30%) of the display amount in the event of termination within

60 calendar days of the scheduled date but prior to seven (7) days of the scheduled event.

Any amount already paid to OFFEROR by KGC, including deposits, shall be reimbursed to

KGC less the amount KGC is to provide to OFFEROR.

In the event that neither the scheduled date(s) nor rain date are permissible for firing due to inclement weather or public health conditions to include, but not be limited to, rain, drought, wind conditions, or strike, KGC has ten (10) days to reschedule the event for a mutually agreeable date to take place within sixty (60) calendar days of July 6, 2024, or a future date. In an emergency and/or in the event Sealston Sports Complex (firing site) is inaccessible due to safety reasons, as determined by KGC staff and notification is within seven (7) days of the scheduled event, KGC will have the option to reschedule as outlined above; or terminate any contract resulting from this solicitation and pay the OFFEROR no more than fifty percent (50%) of display price.

If KGC postpones after 9:00AM on the day of the event, and prior to on-site set-up, on the day of the event, KGC shall pay the OFFEROR the Mobilization cost cited in the submitted quote/proposal. The Mobilization cost shall not exceed five percent (5%) of the display price.

If KGC postpones the event to the next calendar day, KGC shall pay OFFEROR a

Mobilization cost not to exceed ten percent (10%) of the display amount.

If KGC reschedules the event to any other date, KGC shall pay OFFEROR a Mobilization cost not to exceed twenty percent (20%) of the display amount.

The OFFEROR has the right to terminate the display in the event persons, vehicles, or animals enter the secured safety zone and security is unable or unwilling to remove them and enforce the safety regulations.

5.0 LIQUIDATED DAMAGES FOR NON-PERFORMANCE:

KGC reserves the right to inventory product prior to firing and again after firing is complete, to ensure actual inventory provided and fired matches the submitted Quote/Proposal.

6.0 MODIFICATION, LIABILITIES, AND DISPUTES:

Exceptions to terms and conditions by the Offeror must be given in the proposal, and any exceptions may be considered by the evaluation panel if they are deemed informalities by the Purchasing Agent.

To the extent allowed by law, KGC shall not be liable to any third-party for personal injury or damage to property resulting from the display. OFFEROR shall only be liable to third parties for personal injury or damage to property resulting from OFFEROR’s negligence or willful misconduct. OFFEROR shall hold harmless and indemnify KGC from all third-party claims resulting from OFFEROR’s negligence or willful misconduct.

In the event of a dispute, a written claim shall be submitted within thirty (30) days of the occurrence giving rise to the claim or the beginning of the work which the claim is based, whichever is earlier. In the event a dispute is not resolved by negotiation or action pursuant to Virginia Code Section 15.2-1247, any litigation will be governed by Virginia law and filed in the courts of King George County, Virginia.

7.0 INSURANCE:

The following, minimum, insurance limits are required.

Transportation - $5,000,000

General Liability - $10,000,000 per incident

Workman’s Comp – As per Virginia State statute

Within ten (10) business days of receipt of a Notice of Award, the successful OFFEROR must provide the KGC Procurement Specialist a Certificate of Insurance listing King George

County as Additional Insured. A Contract for Goods/Services will not be prepared prior to receipt and verification of the Certificate of Insurance.

8.0 AWARD OF CONTRACT:

KGC intends to award a Contract to the Offeror who, in KGC’s sole opinion, proposed display content is the best value for the funds specified herein. KGC reserves the right, in its sole opinion, to reject any quote/proposal it believes would not be in its best interest.

KGC reserves the right to increase the event’s scope/size if additional funding is appropriated by the King George County Board of Supervisors.

KGC intends to enter into a contract using its standard Goods and Services Agreement. A

Sample Goods & Services Agreement is attached (Attachment A) to this solicitation. This sample agreement is not final and its terms may be modified prior to final contract.

By entering into a contract using KGC’s standard Goods and Services Agreement, KGC may extend the agreement for up to four additional 12-month terms by mutual agreement with the OFFEROR awarded the contract. Any increase in cost for renewals shall be subject to the cost escalation provision in the sample Goods and Services Agreement and must be agreed to by KGC prior to performance.

9.0 SUBMISSION REQUIREMENTS:

All information requested must be supplied in writing in order for KGC to consider the

Proposal/Quote complete.

By submitting a Proposal/Quote, the OFFEROR agrees that it is satisfied from its own investigation of the conditions and requirements to be met, that it fully understands its obligation, and that it will not make any claim for, or have the right to, cancellation of or relief from the contract because of any misunderstanding or lack of information. The

Offeror also agrees to abide by all terms of this Request for Quote/Proposal.

Interested Offerors shall supply an itemized list of shells, cakes, and candles, etc. to be used for the Opening Barrage, Main Body, Mid-Level display, and Grand Finale.

Provide wholesale pricing for each type of firework proposed

10.0 DUE DATE:

Sealed Request for Proposal/Quote Responses will be accepted until February 26 at 2:00

P.M. local prevailing time, as per the Official Purchasing Timeclock. Late, facsimile and/or electronic proposals will not be accepted. All inquiries must be directed to:

LaVern Dillard – Procurement Specialist

Phone: 540-775-3177

Fax: 540-775-7692

E-mail: ldillard@co.kinggeorge.state.va.us

Request for Proposals/Quotes must be marked as follows on the outermost delivery packaging and delivered to:

King George County Procurement Specialist

10459 Courthouse Drive, Suite 201

King George, VA 22485

RFQP# 02262024-1400

11.0 CERTIFICATION OF AUTHORITY TO TRANSACT BUSINESS IN THE COMMONWEALTH

A Offeror organized as a stock or non-stock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 or as otherwise required by law.

If your authority to transact business is revoked or cancelled at any time during the term of this contract the County may void any and all agreements and/or contracts at any time without notice, set-off or recourse.

I certify that ________________________________________ is authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 of the Virginia Code: Yes/No ______

OFFEROR’S identification number issued by the SCC: ___________________________

If you assert that your entity is not required to have such state authorization, state your exception/exemption: ________________________________________________________________

12.0 EVALUATION CRITERIA:

The Evaluation Panel will base its evaluation on the following criteria:

Maximum Points Evaluation Criteria

25 Qualifications & Experience

50 Creativity & Design

15 Safety

10 References

A. Offeror Qualifications & Experience

Include the qualifications of the staff, the Offeror will assign to this work. The proposal shall, at minimum, include:

• Organizational chart. The project team organizational chart shall indicate the project manager.

• Indicate an office location.

• Include the organization, functional disciple, and responsibilities of project team members.

• Provide a complete resume or description of each team member’s education, professional experience, length of time employed by Offeror and/or a subcontractor.

The personnel named in the proposal shall remain assigned to the work throughout the period of the contract. No diversion or replacement may be made without submission of a resume of the proposed replacement with final approval of KGC. Personnel listings will be updated during each renewal period.

The Offeror shall clearly state if it is proposing to subcontract any of the work herein. The names of subcontractors are to be provided and by proposing such firm(s) or individuals, the Offeror assumes full liability for the subcontractor’s performance. The Offeror shall state the amount of previous work experience with the subcontractor(s) and provide their qualifications in the same manner as Offeror’s own team. This section shall also discuss the Offeror’s prior experience providing similar services and discuss any work currently being performed that is similar in scope and size to the work requested by the

RFP.

B. Primary Display Creativity & Design

Quality of show proposed including size, type and number of shells, variety of colors displayed, and the extent to which goods and services meet the County’s needs as described in Section 3.0.

C. Safety

Explain your plan to maintain, monitor, and secure the firing area as well as providing a plan for full fire protection. Safety record and all requirements listed in Section 3.0. Note:

The Virginia State Fire Marshal’s Office and other applicable entities may be contacted for information on Offeror’s safety record.

D. References

Provide the current name, address, email, and telephone number of at least three (3) references in the past three (3) years whom you have provided a fireworks display similar in Scope and Size to the one requested herein. References must be submitted with the

Quote/Proposal. Failure to provide the required references may cause the

Quote/Proposal to be considered non-responsive and eliminated from further consideration.

KGC Procurement may arrange for discussion with Offerors submitting proposals, if required, for the purpose of obtaining additional information or clarification. The Evaluation Panel may make such reasonable investigations as it deems proper and necessary to determine the ability of the

Offeror to perform the work. The Evaluation Panel and/or its representative(s) reserve the right to inspect the Offeror’s physical premise prior to making a final selection.

ATTACHMENT A

Donna Hahn

Purchasing Agent

10459 Courthouse Dr, Suite 201

King George, Virginia

Telephone (540) 775-1657

Fax (540) 775-7692

SAMPLE GOODS AND/OR SERVICES AGREEMENT

NUMBER: RFPQ# 02262024-1400

SUBJECT: ___Fireworks Display_____________________

BETWEEN:

King George County

10459 Courthouse Dr.

Suite 200

King George, Virginia 22485

Phone: (540) 775-9181

Fax: (540) 775-5248

EMAIL: ______________________

CONTRACTOR:

Phone: (___) ________

Fax: (___) ________

EMAIL: ____________________

TABLE OF CONTENTS

GOODS AND/OR SERVICES AGREEMENT

I. GENERAL CONDITIONS

I.1 DEFINITIONS

I.2 TERM

I.3 PRICE & PAYMENT

I.4 TAXES

I.5 QUALITY CONTROL & INSPECTION

I.6 RECORDS & REPORTING

I.7 DELIVERIES

I.8 RESPONSIBILITY FOR PROPERTY

I.9 SECRECY OF COUNTY’S DATA & CONFIDENTIALITY

I.10 ASSIGNMENT, SET-OFF & SUBCONTRACTING

I.11 NON-INFRINGEMENT OF INTELLECTUAL PROPERTY

I.12 BANKRUPTCY

I.13 CHOICE OF LAW,VENUE & NO ARBITRATION OR MEDIATION

I.14 INDEMNIFICATION

I.15 LIMITATION OF LIABILITY - COUNTY

I.16 TERMINATION & RIGHT TO CURE

I.17 TERMINATION FOR THE CONVENIENCE OF COUNTY

I.18 FORCE MAJEURE

I.19 OWNERSHIP & CONFIDENTIALITY OF GOODS AND SERVICES

I.20 EXCLUSIVITY OF SERVICES/CONFLICT OF INTEREST

I.21 OFFICIAL NOT TO BENEFIT & NO CONFLICTS

I.22 NON-APPROPRIATION

I.23 NO AGENCY RELATIONSHIP & NO PARTNERSHIP

I.24 AGREEMENT MODIFICATION

I.25 QUALIFICATIONS OF BIDDERS OR OFFERORS

I.26 DEBARMENT

I.27 CONTRACTOR REGISTRATION

I.28 WARRANTIES

I.29 WORK SITE DAMAGES

I.30 USE OF PREMISES AND REMOVAL OF DEBRIS

I.31 PROTECTION OF PERSONS AND PROPERTY

I.32 LIQUIDATED DAMAGES, FURNISH AND INSTALL

I.33 PRICE ESCALATION/DE-ESCALATION

I.34 QUANTITIES

1.35 SEVERABILITY, ENFORCEMENT & NO WAIVER

I.36 DATA PRIVACY & SECURITY

I.37 SECURITY CERTIFICATION

I.38 ANTI-DISPARAGEMENT

I.39 INSURANCE

I.40 NOTICES

I.41 CERTIFICATION OF AUTHORITY TO TRANSACT BUSINESS IN THE

COMMONWEALTH

I.42 COMPLIANCE WITH LAWS

I.43 IMMIGRATION REFORM AND CONTROL ACT OF 1986

I.44 NON-DISCRIMINATION

I.45 DRUG-FREE WORKPLACE

I.46 NO FIREARMS, WEAPONS OR DRUGS

I.47 ANTI-TRUST

I.48 STATE & FEDERAL ANTI-TERRORISM COMPLIANCE

I.49 ANTI-CORRUPTION

I.50 CHILD PROTECTION & NO FELONS

II. ATTACHMENTS:

EXHIBIT I: GENERAL TERMS AND CONDITIONS

EXHIBIT II: CERTIFICATE(S) OF INSURANCE

EXHIBIT III: INVITATION FOR QUOTE/REQUEST FOR PROPOSAL # 02262024-1400

EXHIBIT IV: QUOTE FORM/PROPOSAL DATED _____________

GOODS AND/OR SERVICES AGREEMENT

NUMBER: ______________

This GOODS AND/OR SERVICES AGREEMENT (“AGREEMENT”), entered into this

______ day of ________________________, 2024 between KING GEORGE COUNTY

(“COUNTY”), a political subdivision of the Commonwealth of Virginia and a body politic, by and through its undersigned Purchasing Agent, pursuant to the authority expressly granted by the

King George County Board of Supervisors, and _______________________________________

(“CONTRACTOR”), a [ADD TYPE OF ENTITY/INDIVIDUAL], located at [ADD

ADDRESS]. COUNTY and CONTRACTOR may be individually referred to as “PARTY” and/or collectively referred to as “PARTIES.”

WITNESSETH:

WHEREAS, COUNTY desires to purchase [ADD DESCRIPTION], as further described in this

AGREEMENT and as more particularly set forth in the referenced and Attachments and

Agreement Documents, in accordance with the requirements of the King George County

Purchasing Ordinance and the Virginia Public Procurement Act, where applicable; and

WHEREAS, CONTRACTOR has the expertise, knowledge and ability to provide these goods and/or services; and

WHEREAS, COUNTY desires to engage CONTRACTOR to provide such goods and/or services; and

WHEREAS CONTRACTOR was awarded this AGREEMENT after a duly performed competitive process [OR ADD OTHER E.G., SOLE SOURCE, EMERGENCY, ETC]; and

NOW THEREFORE, in consideration of the mutual agreements contained in this AGREEMENT and the terms and conditions set forth below and in the referenced and attached documents, it is hereby AGREED between the PARTIES as follows:

1.0 GENERAL TERMS AND CONDITIONS

This AGREEMENT shall be subject to the “General Terms and Conditions”, attached as Exhibit

I and incorporated into this AGREEMENT.

2.0 SCOPE

All goods and/or services shall in all ways comply with and provide at least the goods and/or services set forth in the specifications set forth in Invitation for Bid/Request for Proposal #

________________________, attached and incorporated into this AGREEMENT as Exhibit III.

3.0 TERM

The Term of this AGREEMENT shall be as set forth in Section I.2 of the General Conditions.

4.0 PRICING & PAYMENT

All pricing and payment shall be as set forth in Section I.3 of the General Terms and Conditions made part of this AGREEMENT.

5.0 WARRANTIES AND TITLE

CONTRACTOR warrants that it has free and clear title, without encumbrance of any kind to goods and/or services set forth in this AGREEMENT and all attachments, and that it has the lawful right to dispose of, provide and/or sell goods and/or services in this AGREEMENT; as well as the authorizations and certifications set forth in the General Conditions.

6.0 AGREEMENT DOCUMENTS

This AGREEMENT includes the following Agreement Documents:

EXHIBIT I: General Terms and Conditions

EXHIBIT II: Certificates of Insurance

EXHIBIT III: Invitation for Bid/Request for Proposal # ______________

EXHIBIT IV: Bid Form/Proposal dated ___________________________

EXHIBIT V: [ADD AS NEEDED]

7.0 MERGER & AMENDMENTS

CONTRACTOR and COUNTY agree that AGREEMENT and Agreement Documents contain the entire agreement between the PARTIES and that any previous agreements, discussions, proposals, bids, modifications, representations and the like, in writing or otherwise, are hereby superseded and made null and void.

All amendments to this AGREEMENT shall be in writing with the notice provided as set forth in the General Terms and Conditions.

8.0 COUNTERPARTS & SIGNATURES

This Agreement may be executed and/or kept separately or together; and in counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument. If the separate consent provided below is executed by the PARTIES, electronic signatures and transmission by electronic means shall be effective as if in the original or in person.

Authority. Each PARTY asserts and confirms that the signatories below have full right, title and actual authority to execute this AGREEMENT.

Opportunity to consult counsel. CONTRACTOR acknowledges that it has had the opportunity to consult counsel with respect to this AGREEMENT as it deems fit.

SIGNATURES:

IN WITNESS WHEREOF, each of COUNTY & CONTRACTOR has caused this Agreement to be signed and delivered by its duly authorized representative:______________________, 2023.

King George County, Virginia: Contractor:

By: ________________________ _____________________

County Administrator

King George County By: _________________________

Phone: (540) 775-9181 Title: ________________________

Fax: (540)775-5248

Approved as to form:

County Attorney

CERTIFICATION: I, ______________________________, certify by my signature above that I am the duly authorized agent of __________________________, and have all right and authority to represent ____________________________, and to enter into this AGREEMENT.

OPTIONAL CONSENT: at the election of both parties, the signatures below by the foregoing representatives collectively operate as mutual consent to enter into this AGREEMENT by digital signatures. Consistent with § 59.1-483 of the Code of Virginia, this consent standing alone does not operate as a consent by either party to conduct future transactions (including but not limited to amendment of the Contract by electronic means) by digital signatures.

King George County, Virginia: Contractor:

By: ________________________ _____________________________

County Administrator

King George County By: _________________________

Phone: (540) 775-9181 Title: ________________________

Fax: (540)775-5248

EXHIBIT 1

EXHIBIT 1

GENERAL TERMS AND CONDITIONS

I. DEFINITIONS

I.1 “Department Head” means the director of the using department of King George County.

I.2 “Duly authorized representative” means any person authorized in writing by the department head to act for the department head in connection with this AGREEMENT.

I.3 “Purchasing Agent” means the Purchasing Agent of King George County whose duties and responsibilities are more particularly described in the King George County Purchasing

Ordinance, or his or her designees, as duly authorized pursuant to the Purchasing Ordinance.

I.4 “Goods and/or Services” shall be as defined in the King George County Purchasing

Ordinance in effect at the time of the execution of this AGREEMENT.

I.5 “Work” means __________________________________________________.

I.2 TERM

The term of this AGREEMENT is as follows: _____________________________________.

The term for the AGREEMENT shall commence on [DATE] and terminate on [DATE], unless otherwise terminated or extended under the terms of this AGREEMENT.

Upon mutual, written consent, COUNTY shall have the option to extend the contract annually for up to _________________________, contingent upon need, availability and appropriation of funds for this purpose.

I.3 PRICE & PAYMENT

I.3.1 Price

The total cost for the goods and/or services shall not exceed ___________ dollars ($_______).

CONTRACTOR certifies that it can provide all goods and/or services under this AGREEMENT for $_______ or less.

I.3.2 Invoices

CONTRACTOR shall make monthly applications for payment as computed strictly based upon hourly rates/ rates/prices provided in Exhibit ____, but not to exceed $_____ in total. COUNTY shall make payment upon review and acceptance of the work submitted in each Application for

Payment.

I.3.3 Minimum Goods & Services

The minimum goods and services provided shall be as set forth in Exhibit ____ [or] [as follows:

I.3.4 Additional Services, Time & Expenses

When Additional Services, Time and/or Expenses are required, CONTRACTOR will prepare a

“Change Order” describing the additional services and/or expenses, the cause of the additional services and/or expenses, the amount of increase or decrease of the AGREEMENT, and the amount of additional design time caused by the additional services and/or expenses. These services and/or expenses shall be reviewed and authorized by the COUNTY by signing and returning the Change Order. CONTRACTOR shall not proceed with additional services, time and/or expenses until COUNTY authorizes them in writing.

1.3.5 Payment.

COUNTY shall make payment to CONTRACTOR as set forth in this AGREEMENT and invoices for all conforming goods and services upon inspection and acceptance by COUNTY, at its sole discretion.

1.3.6 Subcontractor Payment.

CONTRACTOR shall take one of the two following actions within seven days after receipt of amounts paid to the CONTRACTOR by COUNTY:

a. Pay all subcontractors for the proportionate share of the total payments received from

COUNTY attributable to the work performed by the subcontractors under

AGREEMENT; or

b. Notify COUNTY and subcontractors, in writing, of CONTRACTOR’s intention to withhold all or a part of the subcontractors’ payment with the reason for nonpayment.

1.3.7 Subcontractor Information.

CONTRACTOR shall require:

a. Individual contractors to provide their social security numbers; and

b. Proprietorships, partnerships, and corporations to provide their federal employer identification numbers.

c. Subcontractor Interest.

CONTRACTOR shall pay interest to all subcontractors on all amounts owed by the

CONTRACTOR that remains unpaid after seven days following receipt by the

CONTRACTOR of payment from COUNTY for work performed by the subcontractors under AGREEMENT, except for amounts withheld as allowed above.

d. Unless otherwise provided under the terms of this AGREEEMENT, interest shall accrue at the rate of one percent per month.

e. CONTRACTOR shall include in each of its subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier subcontractor.

f. CONTRACTOR's obligation to pay any interest charge to a subcontractor pursuant to this Section shall not be construed to be an obligation of COUNTY.

g. No modifications to this AGREEMENT shall be allowed for the purpose of providing reimbursement for such interest charges.

h. No cost reimbursement claim shall include any amount for reimbursement for such interest charges.

I.4 TAXES

To the extent allowed by law, King George County is exempt from excise taxation by virtue of exemption certificate No. 54-0716449.

CONTRACTOR is solely responsible for all taxes that may be applicable to resulting from this

AGREEMENT and shall comply with all taxes laws and regulations and timely pay all applicable taxes.

The prices in this AGREEMENT shall include all other federal and state, direct and indirect taxes which apply.

I.5 QUALITY CONTROL & INSPECTION

I.5.1 COUNTY, by its Procurement Manager, or any person whom he or she shall designate, shall have a right to inspect any services and/or products supplied by CONTRACTOR in carrying out this AGREEMENT.

I.5.2 COUNTY does not assume any responsibility for the availability of any controlled materials or other materials and equipment required under this AGREEMENT.

I.5.3. CONTRACTOR shall be responsible for the agreed quality and standards of all materials, components or completed work furnished under this AGREEMENT up to the time of final acceptance by COUNTY.

I.5.4. Completed work not complying with the requirements of this AGREEMENT shall be rejected by the Procurement Manager and shall be corrected by CONTRACTOR at no cost to

COUNTY.

I.6 RECORDS & REPORTING

I.6.1 Books & Reports.

During the Term and for a period of two years thereafter, CONTRACTOR will maintain books and records related to this Agreement, unless returned or destroyed at COUNTY’s request; and upon reasonable notice, CONTRACTOR will provide such books and records to COUNTY for review.

CONTRACTOR shall permit the inspection of its books and records related to this

AGREEMENT, upon reasonable request and notice from COUNTY and in a manner which will not disrupt CONTRACTOR’s business and/or violate any other customer confidentiality.

I.6.2 Reporting.

The Parties will develop a schedule of reporting and meetings in collaboration with the appropriate staff to best accommodate COUNTY’S needs.

I.7 DELIVERIES

Goods and/or Services shall be completed to the satisfaction of COUNTY by the date specified in this AGREEMENT. Completed services not complying with the requirements of this

AGREEMENT will be rejected by the Procurement Manager and shall be corrected by

CONTRACTOR at no cost to COUNTY. In case of failure to complete services in accordance with the terms and conditions of this AGREEMENT, COUNTY, after due oral or written notice, may perform the services and/or have the services performed and hold CONTRACTOR responsible for any resulting additional purchase and administrative costs; provided, that if public necessity requires the use of nonconforming services, they may be accepted and payment shall be made at a reduction in price determined by reasonable price concept. This remedy shall be in addition to any other remedy which COUNTY may have.

I.8 RESPONSIBILITY FOR PROPERTY

CONTRACTOR shall be liable for any loss or destruction of, or damage to, property of

COUNTY caused by the negligence or wrongful acts or omissions of CONTRACTOR or

CONTRACTOR’s subcontractors, representatives, agents, or employees. Title and risk of loss or damage relating to the services provided by CONTRACTOR shall be the responsibility of

CONTRACTOR until final acceptance by COUNTY.

I.9 SECRECY OF COUNTY’S DATA & CONFIDENTIALITY

I.9.1 Secrecy & Trade Secrets.

CONTRACTOR shall not use or disclose to third parties any data, designs, or other information belonging to or supplied by or on behalf of COUNTY, without first obtaining the prior written authorization of COUNTY. Upon COUNTY’S request, such data, designs, or other information, including all copies thereof, shall be returned to COUNTY. Where COUNTY’s data, designs, or other information are furnished to CONTRACTOR’s suppliers for procurement of supplies for use in the performance of COUNTY’s orders, CONTRACTOR shall insert the substance of this provision in its orders.

I.9.2 Confidentiality & Confidential Information.

Confidentiality. CONTRACTOR shall keep confidential all information related to this

AGREEMENT, to the maximum extent allowed by law. CONTRACTOR will use Confidential

Information that it receives from COUNTY only for the purposes set forth in this

AGREEMENT.

CONTRACTOR shall not to disclose Confidential Information to any third party except those professionals engaged by or employed by it regarding this AGREEMENT. All such third parties must also be aware of and subject to these Confidentiality terms.

Confidential Information. If there is certain information that COUNTY asserts is “highly confidential” and shall be restricted in particular ways, COUNTY shall mark such information

“Highly Confidential” and direct CONTRACTOR on how it may be used and or disseminated.

As a condition to receiving and/or furnishing Confidential Information, CONTRACTOR agrees to keep confidential and secret all Confidential Information which county furnishes or makes available, in any form, format, media and data compilation of any kind and whether furnished or disclosed at any time before or after the date hereof, to CONTRACTOR and/or its agents, representatives, attorneys, accountants, financial advisors, directors, officers and employees

("Representatives"); and to take or refrain from taking any actions which would reveal

Confidential Information and/or violate this AGREEMENT.

CONTRACTOR agrees that the Confidential Information will be kept confidential by it and its

Representatives and will be used by CONTRACTOR only for the Purpose. CONTRACTOR shall transmit Confidential Information only to those of its Representatives who need to know such information for the Purpose and shall be advised by CONTRACTOR of this Agreement, and agree with CONTRACTOR to be bound by confidentiality provisions no less strict than those contained in this AGREEMENT. CONTRACTOR agrees that it shall be responsible for any breach of this AGREEMENT by any of its Representatives.

At the request of COUNTY, all Confidential Information will be immediately returned to

COUNTY.

In the event of a release of Confidential Information not authorized by this AGREEMENT, including by court order, data breach or other disclosure, CONTRACTOR shall immediately, but in no case longer than twenty-four (24) hours, notify COUNTY. CONTRACTOR shall take all reasonable efforts to safeguard all Confidential Information and to stop any breach and to retrieve any unauthorized disclosures.

COUNTY makes any representations or warranty as to the accuracy or completeness of any of the Confidential Information.

Confidential Information includes all information, in whole or in part, in any form or data compilation whatsoever, including but not limited to: [ADD SPECIFIC SERVICES & GOODS

OF THIS AGREEMENT]; reports, business plans, training materials, trade secrets, employee information and policies, financial information, plans for the future, research and development, goods and services, marketing, promotion, selling and servicing; analyses, compilations, studies, prices, techniques, algorithms, computer programs, source and object codes, product content and features, screen shots, product concepts, programming techniques, designs, drawings, formulas, test data, research, work in process, future development, engineering, manufacturing, marketing, servicing, financing or personnel information, sales, suppliers, clients, customers, donors, employees, investors, security procedures and protocols, inventions.

“Confidential Information” does not include information which is or becomes generally available to the public other than as a result of a disclosure by COUNTY; or becomes available to

CONTRACTOR on a non-confidential basis from a source other than COUNTY.

The obligations of CONTRACTOR under this AGREEMENT shall remain in effect for a period of five years from the date of disclosure with respect to any Confidential Information, unless this

AGREEMENT is terminated by COUNTY at an earlier time or is superseded by another agreement.

These Confidentiality provisions shall survive termination or expiration of this AGREEMENT.

CONTRACTOR agrees that unauthorized release of Confidential Information will cause irreparable harm which will be hard or impossible to quantify and therefore agree that injunctive relief shall be available in the event of an action under this AGREEMENT.

All other remedies remain available.

I.10 ASSIGNMENT, SET-OFF & SUBCONTRACTING

I.10.1 No Assignment.

No part of this AGREEMENT, nor the AGREEMENT itself may be transferred or assigned to any other party by CONTRACTOR without the express, written consent of COUNTY.

CONTRACTOR shall not transfer or assign any AGREEMENT funds or claims due or to become due without the written approval of the Purchasing Agent having first been obtained.

All claims for monies due or to become due from COUNTY shall be subject to deduction by

COUNTY for any set-off or counterclaim arising out of this or any other of COUNTY’S purchase orders with CONTRACTOR, or for any other liquidated debt from CONTRACTOR to

COUNTY, whether or not any such assignment is made, and whether such set-off or counterclaim arose before or after any such assignment by CONTRACTOR.

I.10.2 Binding on Successors.

This AGREEMENT shall be binding upon all successors, assigns, employees or other agents of

CONTRACTOR. CONTRACTOR shall not delegate any duties, nor assign any rights or claims under this AGREEMENT, without prior written consent of COUNTY (but in no case shall the consent relieve CONTRACTOR from its obligations or change the terms of the AGREEMENT).

I.10.3 Subcontractors.

CONTRACTOR may subcontract some or all of its obligations under this AGREEMENT with the written approval of COUNTY, only.

CONTRACTOR shall maintain the overall responsibility to manage and provide the goods/services under this AGREEMENT whether directly or through a third party.

CONTRACTOR shall be responsible for completely supervising and directing the work under this AGREEMENT and all subcontractors that he may employ.

CONTRACTOR agrees that he is as fully responsible for the acts and omissions of his subcontractors and of persons employed by them as he is for the acts and omissions of his own employees.

I.11 NON-INFRINGEMENT OF INTELLECTUAL PROPERTY

To the extent that the services are provided relating to detailed designs not originated and furnished by COUNTY, or by a process or method the use of which is not specifically directed by COUNTY, CONTRACTOR guarantees that the sale or use of such services or the use of such process or method hereunder will not infringe any third-party United States or foreign patents, trademarks, trade names, copyrights, or trade secrets, and shall indemnify and save

COUNTY and its customers harmless from any expenses, loss, cost, damage, or liability which may be incurred on account of infringement or alleged infringement of patent rights, trademarks, trade names, copyrights, or trade secrets with respect to such services. CONTRACTOR shall defend, at its own expense, any action or claim in which such infringement is alleged, provided

CONTRACTOR is notified within a reasonable time of such action or claim against COUNTY.

Indemnification shall not apply to infringements arising from use in combination with other items where infringement would not have occurred from the normal use of which the article supplied by CONTRACTOR was designed.

I.12 BANKRUPTCY

In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against CONTRACTOR or in the event of the appointment, with or without CONTRACTOR’S consent, of an assignee for the benefit of creditors or of a receiver, COUNTY shall be entitled to cancel any unfilled part of this AGREEMENT without Notice, set-off or other liability.

The filing of bankruptcy or receivership shall be a condition of material Default.

I.13 CHOICE OF LAW,VENUE & NO ARBITRATION OR MEDIATION

This AGREEMENT between the PARTIES, shall be deemed made in the Commonwealth of

Virginia, and shall be construed and interpreted solely in accordance with the laws of Virginia.

Venue for any action arising hereunder shall be in the Circuit Court for King George County, Virginia. Nothing under this AGREEMENT shall be subject to arbitration or mediation, and any references to arbitration or mediation are expressly deleted from this AGREEMENT.

CONTRACTOR and COUNTY hereby waive any and all rights to arbitration and/or mediation under the laws of Virginia, the United States, or otherwise. In the event of a dispute, the

PARTIES may by mutual agreement participate in mediation.

I.14 INDEMNIFICATION

CONTRACTOR agrees to save, defend, hold harmless and indemnify COUNTY, and all of its offices, officers, departments, commissions, committees, employees, subdivisions, agencies, agents, and employees from and against any and all claims, suits, causes of actions of all kinds, losses, damages, injuries, fines, penalties, costs (including court costs and attorneys’ fees), charges, liability, or exposure, by reason of property damage or personal injury to any person, including CONTRACTOR’S and all subcontractors’ employees and workers, of any nature or kind, wheresoever and by whomsoever brought arising out of or in connection with this

AGREEMENT Without in any way limiting the foregoing, CONTRACTOR and its subcontractors shall maintain public liability and property damage insurance as provided in

Section I.39, and shall maintain Workers Compensation insurance as required by law, covering all employees performing under this AGREEMENT.

I.15 LIMITATION OF LIABILITY - COUNTY

COUNTY’S liability shall be limited to the unpaid balance of amounts due under this

AGREEMENT, and in no event shall COUNTY be liable to CONTRACTOR for indirect, incidental, consequential or special damages.

I.16 TERMINATION & RIGHT TO CURE

I.16.1 Termination for Cause.

If CONTRACTOR materially defaults in the performance of any provision of this

AGREEMENT, and such default is not cured within thirty (30) days after COUNTY gives written notice of such default, then COUNTY shall be entitled to terminate this Agreement immediately upon written notice.

If CONTRACTOR acknowledges that the default cannot be cured, then COUNTY may immediately terminate this AGREEMENT upon written notice to CONTRACTOR.

Events of “Material Default” shall include but are not limited to the failure to timely provide the contracted services and/or goods.

I.16.2 Termination for Persistent Defaults.

COUNTY may, upon written notice to CONTRACTOR, terminate this AGREEMENT if there exists an on-going series of material defaults, even if they are cured within the permissible periods; and/or there are persistent, non-material defaults; either or both of which in the aggregate constitute a material default or have a material adverse impact on COUNTY operations.

I.16.3 Termination for Information Security Incident.

COUNTY may, upon written notice to CONTRACTOR, terminate this Agreement if there is a cyber-security incident and/or data privacy breach.

I.16.4 Effect of Termination.

Termination shall not relieve either PARTY of any obligations incurred prior to the termination.

Upon receipt of notice of termination CONTRACTOR agrees to (i) cease performance of all

Services; (ii) cease all use of the other Party’s technology, facilities and property; and (iii) and upon COUNTY’s request and direction, to promptly and securely destroy or return all copies

(electronic or written) of the content, information, materials, technology, and any Confidential

Information of COUNTY in CONTRACTOR’s possession, custody or control.

Upon termination, COUNTY agrees to pay all pending and outstanding fees and costs for all accepted goods and/or services, less and set-off.

I.16.5 Termination Assistance and Continuity of Services.

Upon the request of COUNTY, CONTRACTOR shall, for a period not to exceed six months after the expiration or termination of this Agreement for any reason (i) continue to provide the

Services at the fees and upon the other terms and conditions contained in this AGREEMENT and

(ii) assist COUNTY or CONTRACTOR’S successor (if any) in the transition of the provision of goods and/or services and back to COUNTY or to CONTRACTOR’S successor.

The Term shall not be deemed to have expired or terminated until the Services described in this

Section are completed.

I.16.6 COUNTY’s Right to Cure.

In case of Default by CONTRACTOR, COUNTY may procure them from other sources and hold the CONTRACTOR responsible for any resulting additional purchase charges, costs and administrative costs.

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

CONTRACTOR shall not be liable for any excess costs if acceptable evidence has been submitted to and is deemed sufficient by the Purchasing Agent to establish that failure to perform the AGREEMENT was due to causes beyond the control and without the fault or negligence of

CONTRACTOR.

I.17 TERMINATION FOR THE CONVENIENCE OF COUNTY

This AGREEMENT may be terminated by the Purchasing Agent in whole or in part whenever the Purchasing Agent shall determine that such termination is in COUNTY’S best interest. Any such termination shall be affected by the delivery to CONTRACTOR of a written notice of termination at least fifteen (15) days before the date of termination, specifying the extent to which performance under the AGREEMENT is terminated and the date upon which such termination becomes effective.

After receipt of a notice of termination and except as otherwise directed CONTRACTOR shall stop all performance, cancel orders for parts and terminate Subcontractor’s as of the date specified in the notice; and accept no further orders from COUNTY. However, any authorized work not delivered as of the date of termination shall be delivered as required herein.

I.18 FORCE MAJEURE

Neither Party shall be deemed in default under this Agreement, nor shall it hold the other

PARTY responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, pandemic, epidemic, disease, labor strike, lockout, or boycott, provided that the PARTY relying upon this section (i) shall have given the other PARTY prompt written notice thereof and, in any event, within five days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based.

Notwithstanding anything to the contrary in this Section, CONTRACTOR will not be relieved of its Confidentiality obligations.

I.19 OWNERSHIP & CONFIDENTIALITY OF GOODS AND SERVICES

CONTRACTOR acknowledges that COUNTY will be sole and exclusive owner of all goods and services produced under this AGREEMENT, including but not limited to tangible items, information, works, derivative works, results, strategies, taxonomies, writing, drawings, plans, images, intellectual property and data compilations of any form whatsoever (“WORKS”); and such shall be the exclusive and sole property of COUNTY and shall not be otherwise reproduced, disclosed or used by CONTRACTOR, elsewhere, for any reason.

All such WORKS accepted and paid for by COUNTY are and shall remain the exclusive property of COUNTY and CONTRACTOR shall neither have nor will make claim of ownership of any such.

CONTRACTOR agrees that it has no right, title and/or interest in such WORKS and will not give, sell, rent, license or otherwise distribute or share such Work with any party other than

COUNTY, without COUNTY’s express, written consent.

This AGREEMENT constitutes a current assignment of any such ownership rights that

CONTRACTOR may have in law or otherwise:

CONTRACTOR hereby irrevocably grants and assigns to COUNTY all rights, title, and interest in and to the WORKS, and all property and intellectual property rights therein, including but not limited to all copyrights as well as all renewals and extensions of copyright throughout the universe, now or hereafter provided. COUNTY’s rights will thus include, but not be limited to, the USE OWNERSHIP, AND exclusive right to publish, adapt, modify, license, copy, transmit, republish, distribute, and sell the Work in whole or in part in any channels and by any method or means currently available or developed in the future. The copyright shall be in the name of

COUNTY or its designee.

CONTRACTOR hereby irrevocably grants to COUNTY, during the full term of copyright or trademark or otherwise in the WORKS and all such rights, worldwide.”

Further, CONTRACTOR agrees that all information provided to and by COUNTY pursuant to this AGREEMENT unless otherwise required by law is private, confidential and proprietary and shall be the exclusive and sole property of COUNTY and shall not be otherwise reproduced, disclosed or used by CONTRACTOR, elsewhere, for any reason.

I.20 EXCLUSIVITY OF SERVICES/CONFLICT OF INTEREST

During the course of the performance of this AGREEMENT, CONTRACTOR agrees that it will not provide any services, goods and or any other consultation of any kind to any other entity working on this Project, at anytime, including but not limited to the Architects, Engineers, and

Builders.

I.21 OFFICIAL NOT TO BENEFIT & NO CONFLICTS

CONTRACTOR certifies that to the best of his knowledge no COUNTY official or employee having official responsibility for the procurement transaction or member of his/her immediate family has received or will receive any financial benefit relating to this AGREEMENT. If such a benefit has been received or will be received, this fact shall be immediately disclosed to

COUNTY Procurement Manager. Failure to disclose the information prescribed above may result in rescission of this AGREEMENT or affect payment pursuant to the terms of the

Whenever there is reason to believe that a benefit of the sort described in the paragraph above has been or will be received in connection with this AGREEMENT that CONTRACTOR has failed…