UOSA RFP 27-05 Compensation Study - Released.pdf

UPPER OCCOQUAN SERVICE AUTHORITY

REQUEST FOR PROPOSALS #27-05

Compensation Study

Issued By:

Purchasing Department

UOSA

Administration Building 14631 Compton Road Centreville, Virginia 20121-2506 Tel. 703-830-2200 Fax. 703-830-5934 E-mail: purchasing@uosa.org

Date Issued: Friday, August 21, 2026

Pre-proposal Conference:

None Scheduled

Deadline For Questions: Wednesday, September 2, 2026 5:00 PM

Proposals Must be Received On Or Before:

Friday, September 18, 2026 2:00 PM

NOTICE: Firms who have received this solicitation package from a source other than UOSA’s Purchasing Office or who have downloaded the solicitation from www.uosa.org are encouraged to contact UOSA’s Purchasing Department to provide their name and mailing address in order that amendments to this solicitation or other communications can be sent directly to them. Firms who fail to notify the Purchasing Office with this information assume complete responsibility in the event that they do not receive communications prior to the closing date.

Contents

SECTION ONE

1 SUMMARY INFORMATION

1.1 Introduction and Objective

1.2 Objective

1.3 Term of Contract

SECTION TWO

2 SCOPE OF WORK

2.1 Compensation Study

2.2 Project Timeline

2.3 Deliverables

SECTION THREE

3 SUBMISSION OF PROPOSALS AND METHOD OF EVALUATION

3.1 General

3.2 Questions and Communications

3.3 Addenda to the RFP

3.4 Duration of Proposals

3.5 Proposal Organization

3.6 Evaluation Process

3.7 Instructions for Submitting Proposals

3.8 Electronic Proposal Submission

3.9 Contractor Identification

3.10 Qualifications of Offerors

3.11 Late Proposals

3.12 Proprietary Information

3.13 Acceptable and Unacceptable Proposals and Rejection of Offers

3.14 Ranking And Selection

3.15 Oral Presentations

3.16 Negotiation

Attachment A – Standard Terms and Conditions Attachment B – Solicitation Response Form Attachment C – Proposed Contract

SECTION ONE

1 SUMMARY INFORMATION

1.1 Introduction and Objective

The Upper Occoquan Sewage Authority, doing business as The Upper Occoquan Service Authority (UOSA), is a public body politic and corporate organized under the Virginia Water and Waste Authorities Act. UOSA was created by the concurrent actions of its member jurisdictions and chartered by the State Corporation Commission of Virginia on April 1, 1971.

The member jurisdictions include the Counties of Fairfax and Prince William and the Cities of Manassas and Manassas Park. UOSA is located in Fairfax County and currently employs approximately 192 individuals. UOSA currently owns and operates an advanced water reclamation plant with a permitted capacity of 54 million gallons per day (“mgd”) and a regional system of interceptor sewer lines, pump stations and force mains that deliver wastewater from the four member jurisdictions to the treatment plant.

1.2 Objective

UOSA is seeking a qualified consulting firm to conduct a comprehensive classification, compensation, and benefits study for their workforce. This study aims to evaluate UOSA’s classification and compensation structures (including special pay, premium pay and incentive programs) to ensure competitive wages, create/enhance promotion career pathways, address wage compression, and to benchmark UOSA’s benefits to ensure market competitiveness. Other than the Executive Director/CEO position, the study will cover all UOSA job classifications (191 full-time positions). The list of positions and classifications are attached. The details will be in accordance with the Scope of Work provided in Section 2.

The contract will be awarded based on the scope of work outlined in Section 2 of this solicitation.

1.3 Term of Contract

The term of this Contract shall be from the date of execution until the final completion of the project.

End Section 1

SECTION TWO

2 SCOPE OF WORK

2.1 Compensation Study

The offeror shall, at a minimum, include the following:

Utilize local/regional sector data to ensure competitiveness. The utilities and regional benchmarks to be used are as follows:

o Prince William Water; Fairfax Water; Loudoun Water; Fairfax County; City of Manassas; City of Manassas Park; Prince William County; Alex Renew; Arlington County; and WSSC Water.

The tasks desired for this compensation study are detailed below:

Task 1 – A Market Analysis of all positions:

The Offeror shall, at a minimum, include the following analyses:

- Utilize public sector data to ensure competitiveness. Consider similar sized utilities and regional benchmarks.

- Review job classifications to ensure positions are structured appropriately, with clearly defined career paths and alignment to market benchmarks.

- Identify and address equity concerns with represented job classifications as part of the study.

- Compare not just base salaries but total compensation packages including benefits, incentives, and non-wage components (i.e. take home vehicles, uniforms, cell phones).

Task 2 – Addressing Wage Compression:

The Offeror shall, at a minimum, include the following analyses and mitigation strategies:

- In-depth Analysis: Conduct a thorough wage compression analysis to identify specific areas and causes. Use both quantitative and qualitative data.

- Mitigation Strategies: Recommend specific strategies to address wage compression, such as pay adjustments, revised salary structures, and classification changes.

Task 3 – Detailed Benefits, Benchmarking for the Following Benefits:

The Offeror shall, at a minimum, include the following benefits benchmarking analyses:

- Health-related benefits: Prevalence, cost and cost sharing (monthly premium costs/contributions) for all medical and dental plans offered to new employees.

- Retirement benefits: Including both employee and employer contribution rates (including any matching contributions for supplemental defined contribution plans), as well as anticipated replacement ratio at retirement for defined benefit and hybrid plans.

- Income security benefits: Life insurance and short-term and long-term disability coverage.

- Tuition reimbursement or similar education benefits.

- Paid leave: Vacation, sick, holidays, and personal/floating days per year.

- Parental or family leave policies both paid and unpaid.

- Childcare benefits such as financial subsidies or other offerings.

- Flexible working arrangements such as compressed workweek, flexible hours, telework, etc.

Task 4 – Compensation Strategy Approach

The Offeror shall, at a minimum, include the following compensation analyses and strategy recommendations: Recommended spectrum of offer for consideration, incorporating best practices and recommendations for where UOSA should be aiming if it wants to be a best-in-class employer in the region including compensation philosophy.

- To include recommendations for what percentile UOSA should benchmark against to be an employer of choice and best practices to ensure we remain competitive.

- To include recommendations for whether there are other compensation approaches that UOSA should consider that would be more appropriate to ensure we remain competitive, or if any modifications should be made if UOSA should continue to pursue the current grade approach to meet UOSA’s goals.

- Work with senior leadership to finalize path forward for compensation and classification adjustments for UOSA positions.

- Provide a straightforward, easily understood Standard Operating Procedure (SOP) for the Executive Administration Team to keep the classification system current, equitable, and market-aligned between external compensation studies. The SOP should include annual maintenance activities, procedures for reviewing individual job classifications as needed, and an electronic version of the classification system.

2.2 Project Timeline

Work may begin immediately after award but UOSA’s goal is to have as much of this work as possible completed before the end of January 2027 for budgeting purposes. However, UOSA does not want the quality of the work to be sacrificed for a faster schedule.

2.3 Deliverables

In person kick off meeting providing detailed project plan and schedule; monthly status reports and check-ins with the UOSA project management team.

Market analysis for all UOSA positions, if practicable, with the option to deliver findings in phases.

A clear rationale for the timeline, methodology and deliverables proposed on their proposal.

Develop a minimum of three compensation strategy options, including the advantages, disadvantages, costs, and organizational impacts of each approach.

Communication Plan – Develop draft materials to assist the Executive Admin Team and senior leadership in communicating the findings, recommendations and next steps for employees. These materials could include presentations, infographics, charts, and FAQs , among other items.

Develop audience-specific materials for employees, the Executive Team, and the Board of Directors.

Present findings and recommendations to leadership and the Board of Directors.

End Section 2

SECTION THREE

3 SUBMISSION OF PROPOSALS AND METHOD OF EVALUATION

3.1 General

The following general information shall be carefully followed by all Offerors to ensure that proposals are properly prepared.

A. Each Offeror must furnish all information required by the RFP. The person signing the proposal must initial erasures or other changes. Proposals signed by an agent of the corporation must be accompanied by evidence of his or her authority to bind the corporation to the terms and conditions of this solicitation.

B. UOSA reserves the right to conduct discussions with qualified Offerors in any manner necessary to serve the best interest of UOSA.

3.2 Questions and Communications

All contact between Offerors and UOSA with respect to this solicitation will be formally held at scheduled meetings or in writing through the Purchasing Department. Questions concerning this solicitation are due by the deadline for questions shown on the cover page. Misinterpretation of specifications shall not relieve the Contractor(s) of responsibility to perform. Substantive questions must be submitted in writing via mail, express mail, e-mail, fax, etc., to the UOSA Purchasing Department, by the deadline on the cover page. Questions submitted after the deadline will not be answered. All properly submitted substantive questions will be responded to in writing, in the form of an Addendum to the solicitation. Failure to submit questions or to otherwise seek clarification(s) by the deadline for submitting questions shall constitute a waiver of any potential claim by the Offeror/Contractor.

Communications between prospective Offerors, their agents and/or representatives and any member of UOSA other than as authorized herein, concerning this solicitation are prohibited. In any event and in all circumstances, unauthorized communications cannot be relied upon.

3.3 Addenda to the RFP

UOSA reserves the right to amend this solicitation at any time prior to the deadline for submitting proposals. If it becomes necessary to revise any part of this solicitation, notice of the revision will be given in the form of a written Addendum that will be provided to all prospective Offerors who are on record with the Purchasing Department as having received this solicitation.

Addenda will be distributed within a reasonable time to allow Offerors to consider them in preparing their proposals. If in the opinion of the Purchasing Manager, the deadline for receipt of proposals does not allow sufficient time; the deadline shall be extended. Acknowledge your receipt and compliance with the Addenda by noting it in the space provided on the Solicitation Response Form. Failure to acknowledge receipt of an Addendum may result in rejection of the proposal.

3.4 Duration of Proposals

Proposals shall be valid for a minimum of 90 days following the deadline for submitting offers.

If an award is not made during that period, all offers shall be automatically extended for another 90 days. Offers will be automatically renewed until such time as either an award is made or proper Notice is given to UOSA of Offeror’s intent to withdraw its offer. Offers may only be canceled by submitting Notice at least 15 days before the expiration of the then current 90-day period.

3.5 Proposal Organization

Failure to include any of the below listed Proposal elements may be considered grounds to deem the proposal non-responsive.

A. Technical Proposal (Volume I)

Offerors are requested to submit one original written Technical Proposal with an original signature and one digital copy (USB flash drive). If proposals are submitted through the eVA platform, just one copy of the Technical Proposal is acceptable.

In order to enhance this process and provide each firm an equal opportunity for consideration, adherence to a standardized proposal format is required. Failure to adhere to the prescribed format may result in finding the proposal non-responsive.

Proposals shall be limited to thirty (30) single sided pages, excluding cover letters, required forms, and appendices.

The format of each proposal must contain the following elements organized into separate chapters and sections, in the order listed below. All proposal elements shall be included in the Technical Proposal and shall include:

1. Cover Letter (not included in page count) – The cover letter should provide a brief history of your Company and its organization. The letter should indicate the principal of the firm who will be the Authority’s primary point of contact during negotiations. This individual must have authority to negotiate all aspects of the Scope of Services and provisions on behalf of the Company. An officer authorized to bind the firm to the terms and conditions of this RFP must sign the cover letter transmitting the proposal.

2. UOSA Solicitation Response Form (not included in page count)

3. Professional Qualifications

Offerors must provide a detailed overview of their organization and key personnel proposed for this project. The response shall include the following:

• Firm Information

• Full legal name and address of the organization.

• Identification of any branch office(s) or subsidiary elements that will perform or assist in the work.

• Type of business entity (individual, partnership, or corporation).

• If a corporation, indicate whether the firm is licensed to operate in the

Commonwealth of Virginia.

4. Key Personnel

• Names, titles, and qualifications of executive and professional staff proposed for this project.

• Physical location of each individual during the period of performance.

• Identification of key personnel critical to the successful completion of the project.

• Only include individuals who will be directly involved in the work.

Resumes and qualifications for all proposed key personnel, including subcontractors, must be included in the attachments.

The successful consultant shall assign to this contract, key personnel as listed in their proposal. During the period of performance, the successful incumbent shall make no substitutions of key personnel unless the substitution is necessitated by leave of absence, illness, death or termination of employment. UOSA shall be notified within five (5) calendar days after the occurrence of any of these events. Proposed substitutes should have comparable qualifications to those of the personnel being replaced. UOSA will notify the Contractor within fifteen (15) calendar days after receipt of all required information to provide approval or disapproval of the proposed key personnel substitutions.

5. Firm History and Capabilities

Brief history of the firm, including years in operation and types of services provided.

Demonstrated experience in developing compensation studies for utilities or local (Virginia, DC, and Maryland) government organizations.

6. Confirmation of Compliance with the Specification(s)

The Offeror shall describe how the proposal meets the specifications of the RFP. This section should present the Offeror’s proposed implantation plan and an estimated timeline from project kickoff to completion.

7. Project Experience and References

The written proposal must include detailed information demonstrating the incumbents proven ability to implement similar projects. This applies to both the firm and the individuals proposed to work on the project. This section will be used to assess the incumbent’s depth of experience, relevance of past work, and the qualifications of the proposed team.

Similar Project Experience

No more than five relevant projects completed within the last five years. Each project description must include:

• Client/Municipality/Agency name

• Project title

• Project location (address)

• Reference/contact person, including name, title, email address and telephone number

• References should be able to speak to the offeror’s performance, responsiveness, and quality of work.

• Project duration and completion date

• Brief summary of project

UOSA will conduct reference checks for shortlisted firms using a standardized survey format.

8. Personnel Experience Matrix

Provide a matrix that graphically presents the key individuals proposed for this project and their involvement in past similar projects.

The matrix must include:

• Individual’s name and title

• Role in each referenced project

• Physical location during project execution

• Duration and level of involvement

9. Attachments

Resumes of key personnel. Resumes shall be customized to highlight applicable experience.

Supporting documentation (e.g., certifications, licenses)

B. Cost Proposal (Volume II, Bound Separately)

Offerors are requested to submit one original written Cost Proposal and one digital copy (USB flash drive). If proposals are submitted through the eVA platform, just one copy of the Cost Proposal is acceptable.

This section should provide hourly costs associated with staff members who will be part of performing any portion of the Work. This should also include any administrative fees and other costs associated with reports, policies and programs as may be required to perform Work.

The cost proposal shall include a detailed Fee Schedule that must include the following:

• Names and Titles and labor category of all personnel expected to be assigned to the project.

• Hourly Rates for each individual or labor category.

• Overhead Factors and a clear explanation of how the overhead rate is derived.

• Breakdown of Costs including labor, materials, travel (if applicable), and any other relevant expenses.

• Highlight key personnel and positions likely to be involved in the project, including their roles and anticipated level of effort.

• Multiplier if using sub-contractors

• Estimate of total project cost based on RFP scope of work.

3.6 Evaluation Process

A. Evaluation Committee: UOSA will establish an Evaluation Committee (the “Committee”) to review and rank each Proposal. The Committee will be composed of individuals designated by UOSA. The Committee will be chaired by the Purchasing Agent or their designee. The Purchasing representative will serve in an advisory, no-voting role on the Committee. The Committee may request additional technical assistance from other sources.

B. Qualifying and Evaluating Proposals: Each proposal will first be reviewed for compliance with the Requirements of this RFP. The Offeror assumes responsibility for addressing all requirements listed in Section 2. Each proposal will be evaluated according to the elements listed and point structure shown below. A contract will be awarded to the Offeror(s) whose Proposal achieves the highest number of points.

Element Points Allowed

Reputation, Qualifications and Experience in connection with services required

0-25

Responsiveness of written proposal in clearly stating and understanding of the requirements of this RFP

0-25

Implementation Plan and Project Timeline 0-30

Cost 0-20

Should proposals require additional clarification and/or supplementary information, firms should be prepared to submit such additional clarification in a timely manner, when so requested.

The Authority’s Purchasing Manager may arrange for discussion with firms submitting proposals, if required, for the purpose of obtaining additional information or clarification.

Finalists may be required to make individual presentations to the Committee as part of the technical evaluation process. If notified by the Purchasing Agent, the Offeror must provide a presentation within two calendar weeks of notification or as may be arranged by the Purchasing Agent. Failure to provide a satisfactory presentation may be grounds for a declaration that the offer is non-responsive. Presentations shall be conducted only at UOSA.

The Evaluation Committee may make such reasonable investigation, as it deems proper and necessary to determine the ability of the firm to perform the work. The Evaluation Committee and/or its representative(s) reserve the right to inspect the firm’s physical premises prior to award to satisfy questions regarding the firm’s capabilities.

After review and evaluation, and based on its sole discretion, the Authority reserves the right to reject any or all proposals received in response to this request and will not compensate Offerors for the cost of proposal preparation whether or not an award is consummated.

The award will be made to the responsible Offeror(s) whose offer(s) conforms to the solicitation and is most advantageous to the Authority, cost or price, revenue and other factors considered.

Should the Authority determine in writing and in its sole discretion that only one Offeror is fully qualified, or that one Offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that Offeror.

3.7 Instructions for Submitting Proposals

A. The deadline for submitting Proposals is shown on the cover sheet. Offerors mailing proposals should allow sufficient mail delivery time to insure timely receipt by the Purchasing Department. Proposals will be opened in accordance with the provisions of the Virginia Public Procurement Act. There will be no public proposal opening. The list of prospective Offerors shall be available for public inspection only after Contract Award or upon cancellation of the solicitation.

B. The attached Solicitation Response Form (Attachment B) must accompany the proposal.

The purpose of this form is to formally submit the proposal and bind the Offeror to the terms, conditions and specifications contained in the solicitation. The Form must be signed by an individual who is authorized to bind the Offerors' firm to all items in the proposal including products, services, etc., and prices, contained in the proposal.

C. Submit one original copy of your Proposal. An additional electronic copy of each volume shall be submitted. The electronic copy shall be submitted on a physical format, either USB flash drive or optical media, along with the printed hard copies. The set of originally signed documents must be uniquely identified on the cover of each volume.

All hard copy Proposals shall be submitted in sealed envelopes or packages. No electronic submissions will be accepted other than those submitted via eVA (as outlined in the following section). All physical packages shall be sent to the UOSA Purchasing Department at the address identified on the cover sheet of this RFP. Packages shall be labeled as follows:

3.8 Electronic Proposal Submission

In accordance with the Virginia Public Procurement Act 2.2-4303.A (effective January 1, 2025), Proposals may be submitted electronically via eVA, Virginia’s online electronic procurement system at http://eva.virginia.gov. Vendors who are interested in submitting their proposals electronically are encouraged to register with eVA by clicking Register Now link on the eVA website homepage.

Offerors shall not submit both via eVA and via physical copies. In the event UOSA receives two different Proposals from the same Offeror or receives both an electronically submitted and hard copy proposal from the same Offeror, UOSA shall consider the last Proposal (electronic or hard copy notwithstanding) received prior to the due date and time as the final submission of the Offeror. Any other Proposals (electronic or hard copy notwithstanding) that preceded that submission shall be returned to the Offeror unopened or shall be rejected or indicated as non-responsive if submitted online.

All documents required by the RFP for proposal submission shall be provided whether proposals are submitted in electronic or physical format and any proposals submitted electronically shall include all required forms to be provided as document attachments to the proposal in eVA.

3.9 Contractor Identification

All Offerors must provide all information required by UOSA Soliciation Response Form (Attachment B) applicable to the Offeror; failure to comply shall make the Proposal nonresponsive.

A. Individual Offerors must provide their social security numbers.

B. Proprietorships, partnerships, corporations, limited liability companies, business trusts, limited partnerships or limited liability partnerships must provide their Federal Employer Identification Numbers.

3.10 Qualifications of Offerors

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

3.11 Late Proposals

Proposals or unsolicited amendments to proposals arriving after the closing date and time will not be considered. Proposals received after the proposal submission deadline will be returned to the Offeror unopened providing that sufficient proposal identification information is shown on the outside of the proposal envelope.

Proposals may only be canceled by submitting written notice at least 15 days before the expiration of the then current 120-day period.

3.12 Proprietary Information

It shall be the responsibility of each Offeror to clearly mark any part of his proposal considered to be of PROPRIETARY OR CONFIDENTIAL NATURE. Offerors shall not mark sections of their proposal PROPRIETARY OR CONFIDENTIAL if such section is to be part of the award of the contract and are of "Material" nature, (i.e., Prices, company information currently available to the public).

3.13 Acceptable and Unacceptable Proposals and Rejection of Offers

UOSA reserves the right to reject any or all proposals received. Proposals must meet or exceed the mandatory requirements of the Specification section. If an Offeror does not meet a mandatory requirement, UOSA may classify the proposal as “not responsive.” The Evaluation Committee may determine that an Offeror is "not responsible," if the Offeror does not have the capabilities in all respects to perform the Work required. The Committee may determine that a proposal meets the Specification but does not raise itself to the competitive level of some or all of the other offers. In such instances, the Committee shall issue a determination that any and all such proposals are “not reasonably susceptible of being selected.” Offerors deemed by the Committee to be not responsive, not responsible, or not reasonably susceptible of being selected will be excluded from further consideration and the Offeror so notified.

3.14 Ranking And Selection

Proposal evaluation will consist of an in-depth evaluation by the Committee of each Offeror’s technical capabilities, skills, experience, references, financial stability, etc. as submitted. Firms deemed not qualified or unable to satisfy the technical criteria will be so notified and eliminated from further consideration. Each Technical Proposal will be ranked after it has been evaluated.

Offerors shall state any exception to any contractual terms or conditions, including any liability provisions contained in the Request for Proposal in writing at the time of responding. Such exceptions shall be considered during negotiation but shall not be used as a basis for scoring or evaluating which offerors are selected for negotiations. UOSA may invite the highest ranked Offerors to make an oral presentation and enter into further discussions or may enter directly into negotiations with the highest ranked firms. Price shall be considered but need not be the sole or primary determining factor. After negotiations have been conducted with each offeror so selected, the public body shall select the offeror which, in its opinion, has made the best proposal and provides the best value, and shall award the contract to that offeror. When the terms and conditions of multiple awards are so provided in the Request for Proposal, awards may be made to more than one offeror. Should the public body determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that offeror.

3.15 Oral Presentations

Finalists may be required to make individual presentations to the Committee as part of the technical evaluation process. If so notified by the Purchasing Agent, the Offeror must provide a presentation within two calendar weeks of notification or as may be arranged by the Purchasing Agent. Failure to provide a satisfactory presentation will be grounds for a declaration that the offer is non-responsive. Presentations shall be conducted only at UOSA.

3.16 Negotiation

After selection, but prior to Contract Award, the Evaluation Committee reserves the unilateral right to negotiate any aspect of the proposal or proposed Contract in any manner that best serves the needs of UOSA and is within the scope of the solicitation.

End Section 3

ATTACHMENT A - STANDARD TERMS AND CONDITIONS

[Non-Construction]

The following Terms and Conditions establish requirements and conditions governing responsibility, policy, and procedures under the Contract Documents that apply during the performance of the Contract and Warranty Period. Additional requirements and conditions appear in other Contract Documents. The Contract Documents may be modified only in writing, signed by the Owner.

ARTICLE I

DEFINITIONS

Whenever used in this solicitation or in the Contract Documents, the following terms have the following meanings, which are applicable to both the singular and plural and the male and female gender thereof:

1.0 Acceptance: UOSA’s acceptance of any Phase or of the Project as a whole from the Contractor upon confirmation from the Contract Manager and the Contractor that the Phase or the Project as a whole is totally complete in accordance with the Contract requirements and that all defects have been eliminated. Final Acceptance is UOSA’s written determination that the Work (excluding Warranties) is complete. Final Acceptance is confirmed by the making of Final Payment of the Contract Price for the affected Phase or for the Project as a whole including any Change Orders or other modification thereto. Contractor is responsible for all Work until Final Acceptance.

1.1 Bidder: The individual or business entity who or which submits a Bid or a Proposal to the RFP or IFB (see also, Offeror).

1.2 Change Order: A written modification to the Contract affecting Contract Price or Contract Time, or both, signed by both parties. A Unilateral Change Order is a Change Order issued by UOSA establishing a modification when the parties cannot agree on a Change Order, with the right reserved to the Contractor to initiate a claim if the parties are unable to agree on the disputed terms. Any modification to the Contract affecting Contract Price or Contract Time shall be made only by Change Order or Unilateral Change Order.

1.3 Contract:

A. “The Contract" is the written agreement of the parties, and shall be deemed to incorporate the Contract Documents covering the performance of the Work and the furnishing of services, labor, materials, Equipment, incidental services, tools, and equipment for the performance of the Work. It shall be deemed to include Supplemental Agreements amending or extending the scope of the Work contemplated and which may be required to achieve Acceptance and Final Acceptance or both. The Contract, as so defined, represents the entire and integrated agreement between the Owner and the Contractor, and supersedes all prior negotiations, representations, or agreements, both written and oral.

B. References to the “executed Contract” or the “signed Contract” refers to that portion of the Contract signed by parties. For Projects under $50,000 and where specifically noted therein, a Purchase Order may take the place of the executed Contract.

C. The Contract may be modified only in writing signed by the Owner. The Contractor recognizes that no representative or agent of Owner has any authority to modify the Contract Documents in any other manner, express or implied. The Contractor agrees that it shall not rely upon or in any way assert the occurrence of any modification of any Contract Document other than in writing signed by the Owner and waives any right or ground to do so.

1.4 Contract Documents: The Contract Documents consist of the Invitation for Bid (“IFB”) OR the Request for Proposal (“RFP”), a signed copy of the Bid Form OR Proposal (including drawings and submittals and excluding any terms and conditions contrary or in addition to those in the RFP unless specifically agreed to in writing as a Supplemental Condition), the signed Contract, the Payment Bond (if any), the Performance Bond (if any), the Terms and Conditions, the Supplemental Conditions, and shall include all modifications of any of the foregoing incorporated by Addenda into the Contract Documents prior to execution of the Contract, and all Supplemental Agreements or Changes to the Contract Documents made subsequent to execution of the Contract.

1.5 Contract Manager: The UOSA employee designated for purposes of oversight of the Contract and the Work. The Contract Manager is the Owner’s authorized representative for all aspects of the Contract after Contract Award. UOSA may also designate a Technical Representative for routine coordination with the Contractor. The Contract Manager and the Technical Representative, if any, should be identified in the executed Contract. However, any change to the Contract affecting the Contract Price or the Contract Time is not effective and has no force and effect unless and until signed by the UOSA Executive Director or, in the absence of the Executive Director, UOSA Deputy Executive Director, or designee.

1.6 Contract Price: The total compensation to be paid the Contractor for performance of all requirements of the Contract Documents. Any provision of the Contract Documents which imposes any responsibility or performance obligation upon the Contractor shall be deemed to include the phrase “within the Contract Price.” Any claim or request by the Contractor for additional compensation for any reason shall be deemed to be a claim for modification of the Contract Price and must be submitted in strict accordance with the Disputes clause.

1.7 Contract Time: The time within which the Contractor is required to achieve Acceptance, and thereafter to achieve Final Acceptance, of the Work. The Contract Time is of the essence of the Contract.

1.8 Contractor: The person or persons, partnership, firm, join venture, or corporation submitting a Bid or Proposal for the Work contemplated.

1.9 Notice: The term "Notice" or the requirement to notify, as used in the Contract Documents or applicable state or federal statutes, shall mean a written communication delivered in person or by certified or registered mail to the individual, or to a member of the firm, or to an officer of the corporation for whom it is intended. Certified or registered mail shall be addressed to the last business address known to the party who gives the Notice. Notice to the Owner shall be given at the office of the Owner’s Contract Manager. Notice is effective upon receipt. Communications by email shall not satisfy any Notice requirements of the Contract Documents except as may be provided specifically.

1.10 Notice to Proceed: A written Notice given by the Owner to the Contractor establishing the date on which the Contract Time will commence and on which the Contractor shall be authorized to begin the Work. The execution of a Task Order or the issuance of a Purchase Order shall operate as a Notice to Proceed for the Work included in that document.

1.11 Offeror: The individual or business entity who or which submits a Bid or a Proposal to the RFP or IFB. (see also, Bidder)

1.12 Owner:

A. Owner means the Upper Occoquan Sewage Authority, also known as Upper Occoquan Service Authority, and referred to by the acronym “UOSA”, whose address is 14631 Compton Road, Centreville, Virginia, 20121-2506 (telephone number 703-830-2200). The Executive Director of the Upper Occoquan Sewage Authority shall have the authority to act on behalf of the Upper Occoquan Sewage Authority for all purposes under this Contract, and in the absence or incapacity of the Executive Director, the Deputy Executive Director shall have all powers and authority of the Executive Director. The Executive Director may designate a Contract Manager for purposes of over-sight of the Contract and the Work.

B. UOSA is a public body politic and corporate organized under the Virginia Water and Waste Authorities Act and subject to the Occoquan Policy. UOSA was created by the concurrent actions of the governing bodies of Fairfax County, Prince William County, the Town of Manassas (now the City of Manassas), and the Town of Manassas Park (now the City of Manassas Park) and was chartered by the State Corporation Commission of Virginia on April 1, 1971. UOSA was formed to acquire, finance, construct, operate and maintain facilities for the abatement of pollution resulting from sewage in its service areas in order to protect water quality in the Occoquan Watershed.

C. UOSA currently owns and operates an advanced water reclamation plant and a regional system of interceptor sewer lines, pump stations and force mains that deliver sewage from the four member jurisdictions to the treatment plant.

1.13 Partial Utilization: The terms “or a defined portion thereof,” “Partial Utilization,” “Owner’s Partial Utilization,” “defined portion of the Work,” “Owner’s use of portions of the Work,” or words of similar import when used in the Contract Documents shall be deemed to mean such portion of the Work as may be designated by the Owner in its sole discretion as having achieved that degree of completion which will permit the Owner to take over and commence the use and operation thereof prior to Acceptance of all Work. Such determination as to a defined portion of the Work so as to permit Owner’s Partial Utilization shall not affect the determination of either Acceptance or Final Acceptance of the Work as a whole, which is understood to be indivisible, nor shall such determination have any impact on the obligation of the Owner to assess and deduct Liquidated Damages for failure to achieve Acceptance of the Work.

1.14 Project: The term "Project" shall be synonymous with the term "the Work."

1.15 Proposal: The response by an Offeror to the RFP.

1.16 Subcontractor: Any party, entity, or enterprise of any sort other than the Contract providing labor or services to the Project pursuant to any agreement or arrangement with the Contractor.

1.17 Supplemental Agreements: Written agreements covering alterations, amendments, or extensions to the Contract and include Change Orders and Unilateral Change Orders.

1.18 UOSA: Upper Occoquan Service Authority, interchangeable with “Owner.”

1.19 Work: The word "Work" within the Contract Documents shall include all services, material, labor, equipment and tools, Equipment, appliances, machinery, transportation, appurtenances, bonds, insurance, and all related costs necessary to perform and complete the Contract, and any such additional items and costs not specifically indicated or described which can be reasonably inferred as belonging to the item described or indicated or as required by industry practice, custom or usage to provide a complete and satisfactory deliverable system, structure or product in strict compliance with all requirements of the Contract Documents. Work means the same as “Project”.

ARTICLE II

THE CONTRACTOR REPRESENTATIONS AND OBLIGATIONS

2.0 Arrearage: By submitting a Bid or Proposal in response to this IFB or RFP, the Offeror shall be deemed to represent that it is not in arrears in the payment of any obligation due and owing UOSA, the Commonwealth of Virginia, or any public body within Virginia. Said representation shall include the payment of taxes and employee benefits. Offeror further agrees that it shall make diligent effort to avoid becoming in arrears during the term of the Contract.

2.1 Collusion: By submitting a bid or a proposal, Offeror represents that such bid or proposal is submitted without prior understanding, agreement, or connection with any corporation, partnership, firm, or person submitting a proposal for the same requirements, without improper collusion or fraud. Collusive bidding is a violation of State and Federal law and can result in fines, prison sentences, and civil damage awards. All Bidders are required to sign the included UOSA Solicitation Disclosure Form that is included at the beginning of the Solicitation document. (Disclosure form must be filled out in its entirety.)

2.2 Compliance with Laws: The Offeror/Contractor hereby represents and warrants that:

It is qualified to do business in the Commonwealth of Virginia and that it will take such action as, from time to time hereafter, may be necessary to remain so qualified;

It shall comply with all federal, State and local laws, regulations, and ordinances applicable to its activities and obligations under the Contract including, but not limited to the Virginia Procurement Act;

It shall obtain at its expense, all regulatory and professional licenses, business licenses, permits, insurance, and governmental approvals, if any, necessary to the performance of its obligations under the Contract; and The Offeror shall include in its bid or Proposal the identification number issued to it by the Virginia State Corporation Commission. Any bidder that is not required to be authorized to transact business in the Commonwealth of Virginia as a foreign business entity under Title 13.1 or Title 50 of the Virginia Code or as otherwise required by law shall include in its bid a statement describing why the bidder is not required to be so authorized. Any Offeror that fails to provide this required information shall not be entitled to a Contract Award.

2.3 Contractor’s Responsibilities: The Contractor shall be responsible for all Work required by this solicitation. The use of Subcontractors is prohibited, without prior written consent from UOSA. Any consent to use Subcontractors, shall not relieve the Contractor of liability under the Contract.

2.4 Debarment Status: By submitting a Bid or a Proposal, Offeror certifies that it is not currently debarred by the Commonwealth of Virginia (or any other Virginia public body) from submitting Offers or proposals on contracts for the type of goods and/or services covered by this solicitation, nor is it an agent of any person or entity that is currently so debarred.

2.5 Drug-free Workplace: During the performance of this Contract, the Contractor agrees to (i) provide a drug-free workplace for the Contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every Subcontract or purchase order of over $10,000, so that the provisions will be binding upon each Subcontractor or vendor.

2.6 Duration of Bids/Proposals: Bids/Proposals shall be valid for a minimum of 90 days following the deadline for submitting bids. If an award is not made during that period, all offers shall be automatically extended for another 90 days. Bids/Proposals will be automatically renewed until such time as either an award is made or proper notice is given to UOSA of Bidder’s/Offeror’s intent to withdraw its bid/proposal. Bids/Proposals may only be canceled by submitting written notice at least 15 days before the expiration of the then current 90-day period.

2.7 Employment Discrimination:

A. By submitting their bids or proposals, Offerors certify to UOSA that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, and where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and § 2.2-4310 of the Virginia Public Procurement Act.

B. During the performance of this Contract, the Contractor agrees as follows:

1. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

2. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer.

3. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

4. The Contractor will include the provisions of the foregoing paragraphs 1, 2 and 3 in every Subcontract or purchase order over $10,000.00, so that the provision will be binding upon each Subcontractor or vendor.

2.8 Employment of Aliens: It shall be the responsibility of the Contractor to comply and to require compliance by others on the Project with all federal, state and local laws dealing with employment of aliens, including, but not limited to, the requirements and prohibitions provided in the Immigration and Nationality Act (INA) of 1952, as amended, and the Immigration Reform and Control Act (IRCA) of 1986, as amended, which control employment of unauthorized aliens. By entering into a Contract with UOSA, Contractor represents that it does not, and shall not during the performance of the Contract, knowingly employ an unauthorized alien.

2.9 Ethics in Public Contracting: Contractor hereby certifies that it has familiarized itself with the following provisions of the Virginia Code, and that all amounts received by it pursuant to any Contract or Task Order Awarded to it are proper and in compliance therewith: Section 2.2- 3100 et. seq., the State and Local Government Conflict of Interests Act; Section 2.2-4367 et seq., Ethics in Public Contracting; Section 18.2-

498.1 et seq., Virginia Governmental Frauds Act; and Articles 2 (Section 18.2-438 et seq.) and 3 (Section 18.2-446 et seq.) of Chapter 10 of Title 18.2.

2.10 Examination of Records: The Offeror agrees that in any resulting Contract, either UOSA or its duly authorized representative shall have access to and the right to examine and copy any directly pertinent books, documents, papers, and records of the Contractor involving transactions related to any resulting Contract. This obligation shall expire five years after the final payment for the final service performed as a result of any and all Contract(s), Task Order(s) or Purchase Orders awarded pursuant to this solicitation, or until audited by UOSA, whichever is sooner.

Contractor will provide reasonable access to any and all necessary documents and upon demand provide copies of documents if so required by UOSA or its representative(s). UOSA will reimburse the Contractor for any reasonable expenses it incurs as a result of such a request.

2.11 Independent Contractor: The Contractor shall perform or cause to be performed all Work under the Contract as an independent contractor and shall not be considered either an agent or employee of the Owner or of the Engineer.

2.12 Permits and Inspections (where applicable):

A. The Contractor shall obtain and provide any and all required permits from the appropriate local authority.

B. The Contractor shall be responsible for scheduling all inspections and performing all work necessary for testing and inspections as required by any and all authorities having jurisdiction during the course of Work.

2.13 Safety Program and Contractor’s Compliance (where applicable): If applicable to this contract:

A. The Contractor shall comply with all applicable Federal, State, and local safety programs, regulations, standards, and codes, to include though not limited to:

1. The Virginia Uniform Statewide Building Code;

2. Building Officials & Code Administrators (BOCA) codes (together with adopted International Codes);

3. Virginia Department of Health (VDH) regulations;

4. Virginia Department of Environmental Quality (DEQ) regulations;

5. Virginia-OSH (VOSH) regulations, and

6. National Electric Code (NEC).

B. The Contractor shall have a current…