UNSEALED REQUEST FOR PROPOSAL (URFP)

BANKING SERVICES CONSULTANT AND CASH MANAGEMENT SERVICES

ISSUE DATE: Tuesday, July 28, 2026

URFP NO.: 100161-FY27-04

QUESTIONS DUE: Thursday, August 6; 3:00PM (ET)

PROPOSALS DUE: Friday, August 21, 2026; 3:00PM (ET)

DELIVERY ADDRESS: Commonwealth’s eProcurement website www.eva.virginia.gov

CONTACT: Kelly Hall, CPPB, VCO

Buyer II Phone: 703-771-6501 Fax: 703-771-2799

E-mail: BidQuestions@leesburgva.gov http://www.eva.virginia.gov/ mailto:BidQuestions@leesburgva.gov

TABLE OF CONTENTS

SECTION/TITLE PAGE

I. PURPOSE

II. BACKGROUND

III. STATEMENT OF NEEDS

IV. SUBMITTAL INSTRUCTIONS

VI. QUESTIONS AND INQUIRIES

VII. EVALUATION CRITERIA

VIII. TERMS AND CONDITIONS

IX. SAMPLE CONTRACT

SUBMISSION FORM

REFERENCE FORM

ADDENDA ACKNOWLEDGEMENT

PROPOSAL PROTECTION FORM

I. PURPOSE

The Town of Leesburg (the “Town”) is soliciting unsealed proposals from qualified firms to provide banking consulting services and cash management services. The awarded offeror will assist the Town with developing, a Request for Proposal (RFP) for the Town’s banking services and provide cash management services, including cash flow monitoring, analysis, and forecasting;

investment support, such as soliciting and evaluating investment quotes from qualified financial institutions in accordance with the Virginia Public Procurement Act.

II. BACKGROUND

The Town of Leesburg is located 35 miles west of Washington, D.C. The Town encompasses an area of 12 square miles with an estimated population of 48,908. The Town’s fiscal year begins on July 1 and ends on June 30. As a government entity, the Town of Leesburg is exempt from being taxed on goods and services.

The Town stated approximately $165 million in cash, cash equivalents, and investments as noted in the Fiscal Year 2025 Annual Comprehensive Financial Report. The Town currently maintains multiple banking services and functions including but not limited to operating accounts, lockbox services, remote deposit services, investment and sweep services, fraud prevention services, and reporting services.

III. STATEMENT OF NEEDS

A. Contractor Requirements

The successful offeror, also referred to herein as “Contractor”, will be expected to provide all expertise, labor, equipment, and resources necessary to complete the services herein. The requirements identified herein are for informational purposes only and the Town reserves the right to add and/or delete services based on specific tasks. The successful offeror will provide the following services to the Town:

1. Banking Services Consultant:

a. Assist the Town in developing and conducting a Request for Proposal (RFP) for banking services, including analyzing and reporting on the proposals, and assist the Town with negotiations to pricing and services to an RFP evaluation committee comprised of Town Staff. The RFP preparation should begin in the late summer/early fall of 2026 and be completed during 2027 to ensure enough time for an implementation process to be completed. The current banking contract expires December 31, 2027. A transition and overlapping time may be needed between banks for a period of multiple months.

2. Cash Management Services:

a. Provide ongoing cash and investment management services across all Town financial institutions investment level recommendations on a quarterly basis, including a secure online portal for cash management dashboards consisting of cash flow forecasting, investment maturities, and balances.

b. Provide ongoing support in soliciting and evaluating investment quotes from qualified financial institutions on behalf of the Town on an as-needed basis.

3. The Contractor may also perform additional task order services to the Town on a pre-approved basis. In these situations, a written proposal to include the scope of work, timeline, project team, and any associated fees will be provided to the Town prior to the commencement of any work.

B. Access and Security

1. Contractor must demonstrate compliance with industry-leading cybersecurity standards and best practices to ensure confidentiality, integrity and availability of data.

The proposed solution for the online portal for cash management services must comply with the Information Technology Access Act, §§ 2.2-3500 through § 2.2-3505 of the Code of Virginia (the “ITAA”) and must include the following requirements.

a. Single Sign-On (SSO) Integration

1. The solution must support Single Sign-On (SSO) functionality, enabling users to authenticate using their organization-issued credentials.

2. The SSO capability must be compatible with Microsoft 365 and Azure AD.

3. Multi-Factor Authentication (MFA) FIDO2/WebAuthn or PIV/CAC) must be supported and configurable within the SSO framework.

b. Compliance and Certifications

1. The Contractor must demonstrate compliance with relevant cybersecurity frameworks, such as ISO 27001, NIST Cybersecurity Framework (CSF) 2.0 and/or NIST SP 800-53 Rev. 5, SOC 2 Type II or equivalent.

c. Encryption in Transit and at Rest

1. TLS 1.2 or higher for all data in transit and AES-256 (or equivalent) encryption for data at rest.

d. Role-Based Access Control (RBAC)

1. Access to Town data must be governed by defined user roles. Contractor must provide documentation of role definitions and periodic access reviews.

e. Audit Logging & Monitoring

1. Audit logs of all user actions, login events, data exports, and configuration changes must be available to the Town on request and retained for a minimum of five (5) years consistent with Section 8 of the Contract.

f. Security Incident & Breach Notification

1. Contractor must notify the Town within seventy-two (72) hours of any suspected or confirmed security incident that exposes Town data to unauthorized access, disclosure, loss, or damage, or exposes the Town network to unauthorized access.

g. Data Residency

1. All Town data must be stored and processed within the United States. Data must not be transferred to or processed in foreign jurisdictions without prior written approval from the Town.

h. Secure Data Disposal

1. Upon completion or termination of the Contract, Contractor must provide the Town with all Town data in Contractor’s possession in an agreed-upon industry standard format. Following such transfer, Contractor must provide written certification of secure destruction of all Town data within thirty (30) days of such contract expiration or termination, in accordance with NIST 800-88.

i. Penetration Testing/Vulnerability Assessment

1. Contractor must conduct annual third-party penetration tests or vulnerability assessments of the portal, and provide the Town with a summary of findings. Critical findings must be remediated within thirty

(30) days.

j. Session Timeout/Automatic Logoff

1. Portal must require automatic session termination after no more than 15-30 minutes of inactivity for the portal.

IV. SUBMITTAL INSTRUCTIONS

A. Submittal Instructions

One (1) electronic copy of your complete proposal, and one (1) electronic copy with any trade secret, confidential, or proprietary information redacted must be submitted. Late proposals will not be accepted. Mailed, telephone, fax, electronic, emailed and verbal offers will not be accepted.

Submit proposals through the Commonwealth’s eProcurement website, www.eva.virginia.gov.

In order to be considered for a contract award, offerors must complete and submit a response to this URFP via the Commonwealth’s electronic procurement website eVA (www.eva.virginia.gov).

eVA streamlines and automates government purchasing activities in the Commonwealth. The eVA portal is the gateway for vendors to conduct business with state agencies and public bodies. Offerors desiring to provide goods and/or services to the Town must be a registered vendor in eVA. eVA Vendor Registration is free.

On the eVA website, www.eva.virginia.gov, applicants must login as a vendor using their eVA username and password. Please contact eVA Customer Care for instructions and/or assistance in registering to become a vendor, login, and/or uploading documents. eVA Customer Care:

Hours: 8:00 AM to 4:45 PM, Monday through Friday Phone Toll Free: 866-289-7367

Email: eVACustomerCare@DGS.Virginia.gov

Proposals shall be submitted electronically to the Town via the Commonwealth’s eVA website prior to the proposal submission deadline stipulated for this URFP or as amended via any subsequent addenda issued by the Town. Offerors assume full responsibility for the electronic delivery of the completed proposal to www.eva.virginia.gov on or before the deadline for submission. The Town is not responsible for any loss or delay with respect to the submission of proposals. Late proposals will not be accepted.

Proposals submitted by any method other than via the eVA website will not be accepted.

All required forms and documentation submitted in response to this URFP must be uploaded as one (1) pdf attachment to eVA (www.eva.virginia.gov). The attachment should use the following naming convention: the RFP number and the name of the bidder (i.e. URFP No. __________________ - Your Company’s Name).

NOTE: eVA will not allow an offeror to upload documents after the deadline set for receipt of proposals. Any submission partially uploaded at the deadline date and time will be considered incomplete and will not be accepted. ANY PROPOSAL RECEIVED BY THE TOWN AFTER

THE DEADLINE FOR SUBMISSION WILL NOT BE ACCEPTED.

B. Proposal Format

Offerors shall submit proposals in the following format:

1. Proposals shall include a cover letter, the completed URFP Submission Forms, references, supplemental information, and any other information that you deem appropriate.

2. Proposals shall be submitted electronically. Proposals are to be prepared simply and concisely. Elaborate artwork, expensive paper, visual, and other presentation aids are not required.

3. Proposals shall be signed by the person or persons legally authorized to bind the offeror to a Contract. Electronic signatures will be accepted by the Town and submission of a proposal constitutes your representation that your firm authorizes the use of electronic signatures.

4. Proposals shall contain no more than fifty (50) pages. All pages in the proposal (i.e.

including covers, dividers and tabs, table of contents, executive summary, appendix, etc.) will be counted as part of the page count.

5. Each copy of the proposal shall be bound or contained in one PDF, all pages shall be numbered, and shall be indexed in the sequence and format as indicated below:

SECTION 1 • Executive Summary

• Offeror Submission Form

(Page 26)

• Acknowledgement of Addenda

(Page 27)

• Proposal Protection Disclosure Form (Page 29)

SECTION 2 • Offeror’s Experience and History

• Project Team and Organization Chart

• Client Listing/References (Page 28)

SECTION 3 • Outline of Offeror’s Ability to Meet the Scope of Work as Outlined in Section III

• Examples of Analyses

• Examples of software tools or models provided to client

• Example of a report given to a client analyzing a banking services vendor’s proposal

• Examples of a report given to a client analyzing quotes received from different investment opportunities

SECTION 4 • Exceptions to the URFP

6. As this is a professional services contract, the Town is NOT requesting that offerors provide pricing estimates for banking services consultant and cash management services to be submitted with this proposal; however, the Town will request non-binding cost estimates under separate cover at a later date.

When requested, the cost estimate shall include an estimated number of hours and hourly rates for all job categories that will be used to accomplish work under this contract. All costs for reimbursable items such as travel, printing and reproduction along with all reimbursable items provided by an outside source such as printing and courier express must be included. If any subcontractors are to be used, no percentage markup of their cost shall be included.

C. Proposal Organization

Offerors are encouraged to be thorough in addressing the Statement of Needs and the Proposal Submittal Instructions as outlined in this URFP. Offerors must fully address each of the following items and submit proposals using the following format:

1. Executive Summary: Provide a concise description of all work experiences as they relate to the statement of needs, including but not limited to: background information about organization (i.e. philosophy, ownership, size, facilities, locations, etc.), management structure, the type of organization you represent (i.e. individual, partnership, corporation, etc.), a detailed history of all mergers and acquisitions, and a copy of the certificate from the State Corporation Commission stating that your firm is authorized to transact business in the Commonwealth of Virginia.

2. Capability and Skill: Describe the qualifications and skills of the organization and project team to provide the services, including but not limited to: offeror’s qualifications to perform the services, qualifications and resumes of team members and other employees who will be managing and performing the services, and provide a minimum of three (3) references for which offeror has completed services comparable to the statement of needs in this URFP and in an environment comparable to the Town of Leesburg.

3. Services Proposed: Provide a detailed description of the services to be provided under this contract, including but not limited to: overview of the offeror’s understanding of the services to be provided, provide best practice approaches to the Town that will enhance efficiency and effectiveness, address each of the specific requirements set forth in Section III Statement of Needs in order to demonstrate how the proposed solution will meet the specifications requested, and a statement explaining why the offeror’s proposed solution would be the most advantageous to the Town. The offeror shall provide sample work including an example of a report given to a client analyzing a banking services vendor’s proposal, and an example report given to a client analyzing quotes received from different investment opportunities.

4. Exceptions to URFP: Detail any exceptions taken to the Statement of Needs and Terms and

Conditions sections of this URFP. For each exception, specify the URFP page number, section number, and the exception taken.

D. Proposal Protection

In accordance with Sections 11 and 12 of the Town’s General Terms and Conditions, all proposals submitted in response to this RFP will be open to inspection by any citizen, or interested person, firm or corporation, in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by a firm prior to or as part of its proposal will not be subject to public disclosure under the Virginia Freedom of Information Act only under the following circumstances: (1) the appropriate information is clearly identified by some distinct method such as highlighting or underlining;

(2) only the specific words, figures, or paragraphs that constitute trade secrets or proprietary information are identified; and (3) a summary page is supplied immediately following the proposal title page that includes (a) the information to be protected, (b) the section(s)/page number(s) where this information is found in the proposal, and (c) a statement why protection is necessary for each section listed. The firm must also provide a separate electronic copy of the proposal with the trade secrets and/or proprietary information redacted. Unless all of these requirements are met, the firm’s entire proposal will be available for public inspection.

IMPORTANT:

A FIRM MAY NOT REQUEST THAT ITS ENTIRE PROPOSAL BE TREATED AS

A TRADE SECRET OR PROPRIETARY INFORMATION, OR OTHERWISE BE

DEEMED CONFIDENTIAL. PURSUANT TO VIRGINIA CODE § 2.2-4342(F),

REDACTIONS THAT ATTEMPT TO PROTECT ENTIRE PAGES OF A PROPOSAL

AND/OR PRICING ARE NOT ACCEPTABLE. IF A PUBLIC ENTITY IS USED ON

THE REFERENCE FORM, THE PUBLIC ENTITY AND ASSOCIATED CONTACT

INFORMATION MUST REMAIN UNREDACTED. ADDITIONALLY, ANY

REFERENCES TO PUBLICLY-AVAILABLE INFORMATION MUST REMAIN

UNREDACTED.

THE TOWN IS NOT BOUND BY THE OFFEROR’S DESIGNATION OF ANY

INFORMATION AS A “TRADE SECRET,” “PROPRIETARY,” OR

“CONFIDENTIAL.” THE TOWN WILL MAKE THE FINAL DETERMINATION

REGARDING THE CHARACTERIZATION AND EXEMPT STATUS OF ALL

INFORMATION. ABSENT A SPECIFIC PROVISION OF LAW THAT ALLOWS

INFORMATION TO BE WITHHELD, THE TOWN WILL DISCLOSE THE

INFORMATION REGARDLESS OF ANY SUCH OFFEROR DESIGNATION. AS A

COURTESY, THE TOWN MAY NOTIFY THE OFFEROR OF DESIGNATIONS

DEEMED IMPROPER; HOWEVER, THE TOWN IS UNDER NO OBLIGATION TO

DO SO.

V. QUESTIONS AND INQUIRIES

Unless otherwise instructed, the Procurement Contact is the sole point of contact for questions concerning this URFP. Questions concerning this URFP must be made in writing to the Procurement Contact listed on the cover page of the URFP. Questions must be received by the date and time delineated on the Cover Page.

A formal addendum responding to all questions received by the deadline will be made available no later than five business days before the proposal due date. Additional clarifications to the specifications will also be in the form of a written addendum. All addenda will be posted on the Town’s website. Such addenda will become part of the contract documents. Verbal instructions are not binding and will not form a part of the proposal documents. It is the offeror’s responsibility to obtain all addenda from the Town’s website: http://www.leesburgva.gov/bidboard

VI. EVALUATION CRITERIA AND AWARD

A. Evaluation Criteria

Proposals will be evaluated on the following criteria and weighted accordingly:

1. Demonstrated Understanding of Town’s Needs – 35%

2. Qualifications, Experience, Capabilities and Skill – 45%

3. Overall Completeness and Quality of Proposal – 20%

B. Selection Process

The selected committee will be comprised of users and potential users from various Town departments. The Town Staff will evaluate and rank the proposals using the evaluation criteria stated above and negotiate a contract in accordance with the process for competitive negotiation described in Section 2.2-4302.2 of the Virginia Public Procurement Act (VPPA) for professional services. Based on the Evaluation Criteria listed in Section VI, the evaluation committee will determine the highest-ranked offeror. Offerors may be required to make an oral presentation of their proposal. The Evaluation Committee will schedule the time and location for this presentation, if it is necessary. Negotiations will then be conducted with the offeror ranked first. Scope of services, estimated man hours and prices will be discussed at this stage. If these negotiations are unsuccessful, they will be formally concluded and the second ranking firm will be contacted.

The Town reserves the right to accept or to reject any or all proposals in whole or in part and to waive informalities in the process of awarding this contract. The Town further reserves the right to make an award of a contract without further discussion of the proposals received provided it is determined in writing that only one offeror is fully qualified, or that one offeror is clearly more highly qualified and suitable than the others under consideration. Therefore, proposals should be submitted initially on the most favorable terms that the offeror could propose with respect to both price and technical capability.

C. Contract Award The Town will make an award to offeror whose proposal is determined to be the most advantageous to the Town. The Town also reserves the right to award in whole or in part, to one contractor or http://www.leesburgva.gov/bidboard multiple contractors, whenever it is deemed to be most advantageous and in the best interest of the Town. All requested services are to be supplied on an as-needed basis in accordance with the requirements specified herein and based on prices submitted with this URFP.

The Town intends to award a contract to a firm who is authorized to transact business in the Commonwealth of Virginia with demonstrated experience similar in nature to that being requested herein. To ensure compliance, offerors shall furnish supporting evidence of their Virginia State Corporation Commission (SCC) registration information. Copies of online confirmation are acceptable. Each offeror submitting a proposal must complete and include the URFP Submission Form regarding company identification and ownership disclosures, conflict of interests and collusion.

The contents of the proposal submitted by the successful offeror will become a part of any contract awarded as a result of this URFP. The successful offeror shall be expected to sign a contract with the Town. Additional terms and provisions may be included in the contract. A sample copy of which is enclosed.

VIII. GENERAL TERMS AND CONDITIONS

A. Special Terms and Conditions

1. Contract Term: The initial term of this annual contract shall commence on a date that is mutually agreed upon both parties and shall continue in force for one year. Upon mutual agreement of both parties, this Contract may be renewed for up to four (4) additional one-year renewal periods.

B. General Terms and Conditions

1. Proposal Binding for One Hundred Twenty (120) Days: Offeror agrees that this proposal shall be valid and may not be withdrawn for a period of one hundred and twenty (120) calendar days after the due date.

2. Late Proposals: Proposals received after the time specified on the cover page of this

URFP will not be accepted and will be returned unopened, provided a return address is visible.

3. Acceptance or Rejection of Proposals: The Town reserves the right to accept or reject any or all proposals in whole or in part and to waive minor informalities in the process of awarding this contract.

4. Competition Intended: It is the Town’s intent that this request for proposals permits competition. It shall be the offeror’s responsibility to advise the Procurement Officer in writing if any language, requirements, specifications, etc., or any combinations thereof, inadvertently restricts or limits the requirements stated in this URFP to a single source. The Procurement Officer must receive such notification at least ten

(10) business days before the due date.

5. Understanding of Specifications: Offerors shall thoroughly examine and be familiar with the Town specifications. The failure or omission of any offeror to receive or examine this document shall in no way relieve any offeror of obligations with respect to this proposal or the subsequent contract. The submission of a proposal shall be taken as prima facie evidence of compliance with this paragraph.

6. Exceptions to URFP: Offerors taking exception to any part or section of this URFP shall indicate such exceptions in their proposal. Failure to indicate any exceptions shall be interpreted as the offeror’s intent not to fully comply with the specifications as written. Conditional or qualified proposals are subject to rejection in whole or in part.

7. Inquiries Concerning Specifications: Questions concerning this URFP must be made in writing to the Procurement Contact listed on the cover page of the URFP.

8. ADA Reasonable Accommodation Clause: If you need any reasonable accommodation for any type of disability in order to participate in this procurement, please contact the Procurement Officer at least ten (10) business days before the proposal due date.

9. Costs Incurred in Responding: This solicitation does not commit the Town to pay any costs incurred in the preparation and submission of proposals, or to procure or contract for services defined herein.

10. Employment Discrimination Prohibited: During the performance of this contract, the contractor agrees as follows:

a. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

b. 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.

c. 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.

The contractor will include the provisions of the foregoing paragraphs a, b and c in every subcontract or purchase order of over $10,000 so that the provisions will be binding upon each subcontractor or vendor.

11. Disposition of Proposals: All materials submitted in response to this URFP will become the property of the Town. One (1) copy of each proposal shall be retained for official files and will become a public record. These records will be available for public inspection after award of the contract. It is understood that the proposal will become a part of the official file on this matter without obligation on the part of the Town except as to the disclosure restrictions contained in Section 12. “Trade Secrets and Proprietary Information Disclosure”.

12. Trade Secrets and Proprietary Information Disclosure: In compliance with the

Town’s Procurement Policies, all proposals will be available for public inspection.

Trade secrets and proprietary information submitted by an offeror in connection with procurement shall not be subject to public disclosure under the Virginia Freedom of Information Act. However, the offeror must invoke the protection of this section before or upon submission of the data or other materials, and must identify the specific area or scope of data or other materials to be protected and state the reasons why protection is necessary. An all-inclusive statement that the entire proposal is proprietary is unacceptable. A statement that the costs are to be protected is unacceptable.

13. Laws and Regulations: The offeror’s attention is directed to the fact that all applicable Commonwealth of Virginia laws, municipal ordinances and the rules and regulations of all authorities having jurisdiction over the contract shall apply to the contract throughout, and they will be considered to be included in the contract the same as though herein written out it full.

14. License Requirement: All firms doing business for the Town are required to be licensed in accordance with the Town’s “Business, Professional, and Occupational Licensing (BPOL) Tax” Ordinance. Wholesale and retail merchants without a business location in Leesburg, VA are exempt from this requirement. Questions concerning the BPOL Tax should be directed to the Department of Finance, telephone 703-771-2723. Indicate the BPOL license number on the proposal form.

15. Ethics in Public Contracting: The offeror agrees that it will adhere to Article 6 –

“Ethics in Public Contracting” requirements set forth in the Virginia Public Procurement Act.

16. Safety: All contractors and subcontractors performing services for the Town are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupation Health Standards and any other applicable rules and regulations. Also, all contractors and subcontractors shall be held responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site area under this contract.

17. Termination: Subject to the provisions below, the contract may be terminated by the

Town upon thirty (30) days advance written notice to the other party. If any work or service hereunder is in progress, but not completed as of the date of termination, then this contract may be extended upon written approval of the Town until said work or services are completed and accepted.

Termination for Convenience – In the event that this contract is terminated or cancelled upon request and for the convenience of the Town, without the required thirty (30) days advance written notice, then the Town shall negotiate reasonable termination costs, if applicable.

Termination for Cause: – Termination by the Town for cause, default or negligence on the part of the contractor shall be excluded from the foregoing provision;

termination costs, if any, shall not apply. The thirty (30) days advance notice requirement is waived in the event of Termination for Cause. In the event of default by the offeror, we reserve the right to procure the commodities and/or services from other sources, and hold the offeror liable for any excess cost occasioned thereby. If, however, public necessity requires use of commodities and/or service not conforming to the specifications they may be accepted and payment therefore shall be made at a proper reduction in price.

Termination Due to Unavailability of Funds in Succeeding Fiscal Years – When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year, the contract shall be cancelled and the contractor shall be reimbursed for the reasonable value of any non-recurring costs incurred but not amortized in the price of the supplies or services delivered under the contract.

18. Non-Assignment of Contract: The contractor shall not assign the contract, or any portion thereof, without the advanced written permission of the Procurement Officer, such permission not to be unreasonably withheld.

19. Use by Other Localities: Offerors are advised that the resultant contract may be extended, with the authorization of the offeror, to other public bodies or public agencies or institutions of the United States to permit their use of the contract at the same prices and/or discounts and terms and conditions of the resulting contract. If any other public body decides to use the final contract, the Contractor(s) must deal directly with that public body concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing and payment. The Town of Leesburg acts only as the “Contracting Agent” for these public bodies. Failure to extend a contract to any public body will have no effect on consideration of your bid.

It is the Contractor’s responsibility to notify the public body(s) of the availability of the contract.

Other public bodies desiring to use this contract must make their own legal determination as to whether the use of this contract is consistent with their laws, regulations, and other policies.

Each public body has the option of executing a separate contract with the Contractor(s). Public bodies may add terms and conditions required by statute, ordinances, and regulations, to the extent that they do not conflict with the contract’s terms and conditions. If, when preparing such a contract, the general terms and conditions of the public body are unacceptable to the Contractor, the Contractor may withdrawal its extension of the award to that public body.

The Town of Leesburg shall not be held liable for any costs or damages incurred by another public body as a result of any award extended to that Public Body by the Contractor.

20. Modification of the Contract: This contract may be modified by approved a contract modification or change order signed by both parties in accordance with the

VPPA.

21. Discrimination Prohibited; Participation of Small and Minority-Owned

Business: The Town shall not discriminate against an offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

22. Drug-free Workplace to be maintained by Contractor; Required Contract

Provisions: All public bodies shall include in every contract over $10,000 the following provisions:

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.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a contractor in accordance with this chapter, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

23. Collusion Among Offerors: More than one proposal from an individual, firm, partnership, corporation or association under the same or different name will be rejected. Reasonable grounds for believing that an offeror has an interest in more than one proposal for the work contemplated will cause rejection of all proposals in which the offeror is interested. Any or all proposals will be rejected if there is any reason for believing that collusion exists among the offerors. Participants in such collusion may not be considered in future proposals for the same work. The signer of the proposal must declare that all persons, companies and parties interested in the contract as principals are named therein; that the proposal is made without collusion with any other person, persons, company or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud; and that the signer of the proposal has authority to contractually bind the offeror. See Offeror Submission Form.

24. Town Employees: No employee of the Town shall be admitted to any share or part of this contract or to any benefit that may arise there from.

25. Qualification of Offerors: Each offeror may be required, before the award of any contract, to show to the complete satisfaction of the Evaluation Team that it has the necessary facilities, abilities, and financial resources to furnish the service or material specified herein in a satisfactory manner, and the offeror may also be required to show past history and reference which will enable the Evaluation Team to be satisfied as to the offeror’s qualifications. Failure to qualify according to the foregoing requirements will justify proposal rejection.

26. Liability: The successful offeror will not be held responsible for failure to perform the duties and responsibilities imposed by the contract due to legal strikes, fires, civil disobedience, riots, rebellions, acts of God and similar occurrences beyond the control of the successful offeror that make performance impossible or illegal, unless otherwise specified in the agreement.

27. Expenses Incurred In Preparing Proposal: The Town accepts no responsibility for any expense incurred in the proposal preparation and presentation. Such expenses are to be borne exclusively by the offeror.

28. Protest Of Award Or Decision To Award: An offeror may protest an award or decision to award a contract under procedures as set forth in the VPPA.

29. Ethics In Public Contracting: This specification incorporates by reference, but is not limited to, the provisions of law contained in the Virginia Conflict of Interest Act, the Virginia Governmental Frauds Act, Articles 2 and 3 of Chapter 10 of title

18.2 of the Code of Virginia, as amended, and the Town Procurement Policy.

30. Faith-Based Organizations: The Town of Leesburg does not discriminate against faith-based organizations.

31. Insurance Requirements: Offeror shall secure at its own expense, the following coverages:

A. General liability insurance in an amount not less than $1,000,000 solely contained in a Commercial General Liability Policy or in combination with an Umbrella or Excess Policy. Included shall be coverage for Bodily Injury and Property Damage resulting from the operations, products, and completed operations of the contractor.

B. Offeror shall also carry automobile insurance in an amount not less than

$1,000,000 solely contained in a Commercial Auto Policy or in combination with an Umbrella or Excess Policy.

C. Workers Compensation insurance, which meets the statutory requirements of the Commonwealth of Virginia.

D. Cyber liability insurance with limits of not be less than $5,000,000 per claim occurrence/$5,000,000 aggregate.

E. Professional Liability insurance with limits of not less than $5,000,000 per claim and $5,000,000 aggregate.

F. Such other insurance coverage as is deemed by the Town to be appropriate to this agreement.

The above-mentioned coverages shall be placed with an insurance carrier licensed to do business in the Commonwealth of Virginia. The carrier must have an AM Best Rating of A or better. A Certificate of Insurance identifying coverage and naming the Town of Leesburg as additional insured on general liability and automobile liability coverages shall be furnished to the Town. Liability coverage shall contain wording prohibiting cancellation of coverage, failure to renew, or reduction in limit without the insurer first giving 30 days prior written notice of such action to the Town.

32. Payment Clauses: Pursuant to Section 2.2-4354 of the VPPA, within seven days after receipt of amounts paid to the offeror by the Town for work performed by the subcontractor under the resulting contract the Offeror will:

a. Pay the subcontractor for the proportionate share of the total payment received from the Town attributable to the work performed by the subcontractor under that contract; or

b. Notify the Town and subcontractor, in writing, of his intention to withhold all or a part of the subcontractor’s payment with the reason for nonpayment.

Individual contractors must provide their social security numbers and proprietorships, partnerships, and corporations to provide their federal employer identification numbers.

The offeror will pay interest to the subcontractor on all amounts owed by the offeror that remain unpaid after seven days following receipt by the offeror of payment from the Town for work performed by the subcontractor under that contract, except for amounts withheld as allowed in subdivision 1.

“Unless otherwise provided under the terms of this contract, interest shall accrue at the rate of one percent per month.”

The offeror will 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.

A contractor’s obligation to pay an interest charge to a subcontractor pursuant to the payment clause in this section shall not be construed to be an obligation of the Town.

A contract modification shall not be made for the purpose of providing reimbursement for the interest charge. A cost reimbursement claim shall not include any amount for reimbursement for the interest charge.

33. Prime Vendor Responsibilities: Offerors may propose services that are provided by others, but any services proposed must meet all of the requirements of this URFP. If the offeror’s proposal includes services provided by others, the offeror will be required to act as the prime vendor for all such items and must assume full responsibility for the procurement delivery and quality of such services. The offeror will be considered the sole point of contact with regard to all stipulations, including payment of all charges and the meeting of all requirements of this URFP.

34. Purchase Orders: A purchase order will be enclosed with the resulting contract or will be issued shortly thereafter, and will become an integral part of the resulting contract. The purchase order indicates that sufficient funds have been obligated as required by Title 15 of the Code of the Commonwealth of Virginia, and assures distribution of the necessary receiving reports. The purchase order does not supersede any provisions of the resulting contract. Performance time and dates are determined solely by the contract and any modification thereto. Services are not to begin until receipt of the purchase order and/or other notification by the Town’s Procurement Officer or designee.

SAMPLE CONTRACT – PROVIDED FOR REFERENCE PURPOSES; THE TOWN MAY

REQUIRE ADDITIONAL PROVISIONS IN ANY FINAL CONTRACT

CONTRACT NO. _ _ _ _ _ _-FY_ _-_ _

[SOLICITATION TITLE]

This CONTRACT (the “Contract”) is made this _____ day of _____, 20__, by and between the TOWN OF LEESBURG, VIRGINIA (the “Town”), a municipal corporation, and ______________, a______________, authorized to transact business in Virginia, having a usual place of business at _________________ (the “Contractor”), collectively referred to herein as “Parties”.

The Contractor and the Town, in consideration of the mutual covenants, promises, and agreements herein contained, agree as follows:

1. Provision of Services. The Contractor hereby agrees to provide the following services to the Town:

[DESCRIPTION OF SERVICE]

2. Contract Documents. The Contract Documents consist of this Contract, URFP No. 100161-FY27- 04 (incorporated herein by reference), the Contractor’s Proposal dated __________________(attached hereto as “Exhibit A”), and any subsequent purchase orders issued by the Town. Where the terms of this Contract and the Contractor’s Proposal are at variance, the provisions of this Contract shall prevail. The Parties agree that any ambiguity, conflict or inconsistency in the foregoing documents that together constitute the Contract, will be resolved in the following order of precedence: (1) this Contract; (2) URFP No.161-FY27-04 and all addenda thereto;

(3) the Contractor’s Proposal dated ______________.

3. Contract Term. The term of this Contract shall consist of the period of time

[PERIOD OF TIME].

4. Contract Amount. In return for the services identified above, the Town certifies that sufficient funds are budgeted and shall compensate the Contractor [$ AMOUNT]. The total project is expected not to exceed [$ AMOUNT].

5. Method of Payment. The Contractor shall submit invoices to the Town with all supporting documentation and shall be reimbursed within thirty (30) days after receipt of invoice or completion of services, whichever occurs later.

Invoice must detail the hours worked and services performed, must reference the purchase order number, and be mailed to the address specified below:

Town of Leesburg Department of Finance

Attn:

25 W. Market Street Leesburg, VA 20176 __@leesburgva.gov

6. Applicable Law and Courts. This Contract shall be governed in all respects by the laws of the

Commonwealth of Virginia and any litigation with respect thereto shall be brought in a court within Loudoun County. The Contractor shall comply with applicable federal, state and local laws and mailto:__@leesburgva.gov regulations.

7. Assignment of Contract. This Contract shall not be assignable by the Contractor in whole or in part without the prior written consent of the Town.

8. Audit. The Contractor shall retain all books, records, and other documents relative to this Contract for five (5) years after final payment, or until audited by the Town, whichever is sooner. The Town, its authorized agents, and/or auditors shall have full access to and the right to examine any of said materials during said period.

9. Indemnification. Contractor agrees to indemnify, defend and hold harmless the Town, its officers, agents, and employees from any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by any services of any kind or nature furnished by the Contractor.

10. Notice. The following persons shall be contact persons for the Parties, and notice given them, by certified return receipt requested mail to the addresses shown, shall constitute valid notice under the requirements of this agreement:

1. For the Town: _________________________

2. For the Contractor: ____________________________

The Parties may amend such addresses by written notice to the opposite party at the given address.

11. Termination.

A. Termination without Cause. The Town may terminate this Contract for any reason upon thirty (30) days’ notice and upon payment of any and all sums already earned under the terms of Paragraphs numbered 4 and 5 of this Contract and reasonable expenses incurred in reliance upon the Contract.

B. By Town with Cause. The Town may terminate this contract if the Contractor is in material breach with this Contract and fails to adequately remedy such breach after written notice from the Town and a 14-day period to cure the breach. If this Contract is terminated by the Town for cause, the Town may withhold any further payments to the Contractor until it determines its damages and may sue the Contractor for any damages caused by the breach. If the Town terminates this Contract for cause and it is later determined that such termination was not justified, then the termination shall be converted into one without cause under Paragraph 11.A. and any liability of the Town shall be limited solely to the liability provided by that paragraph for a termination without cause.

C. If this Contract is terminated by the Town, the Contractor shall within seven days thereafter deliver to the Town all Contract Deliverables regardless of the current state of completion. In such case, the Contractor grants an irrevocable right to the Town to use the Contract Deliverables without additional compensation to the Contractor, but the Contractor will not be liable for any change or alterations to the Contract Deliverables or for their use in an incomplete state.

D. Notwithstanding the foregoing, the Contractor agrees that any resulting contract is subject to annual appropriations of the Leesburg Town Council and that non-appropriation of sufficient funding to continue the contract will result in its automatic termination once existing funding is exhausted.

12. Integration Clause. This Contract, including all incorporated Contract Documents, shall constitute the whole agreement between the Parties. There are no promises, terms, conditions, or obligations other than those contained herein, and this Contract shall supersede all previous communications, representations or agreements, written or verbal, between the Parties hereto related to the subject of this Contract.

13. Notice of Required Disability Legislation Compliance. The Town is required to comply with state and federal disability legislation: The Rehabilitation Act of 1973 Section 504, The Americans with Disabilities Act (ADA) for 1990 Title II and The Virginians with Disabilities Act of 1990.

Specifically, the Town may not, through its contractual and/or financial arrangements, directly or indirectly avoid compliance with Title II of the Americans with Disabilities Act, Public Law 101- 336, which prohibits discrimination on the basis of disability by public entities. Subtitle A protects qualified individuals with disability from discrimination on the basis of disability in the services, programs, or activities of all State and local governments. It extends the prohibition of discrimination in federally assisted programs established by the Rehabilitation Act of 1973 Section 504 to all activities of State and local governments, including those that do not receive Federal financial assistance, and incorporates specific prohibitions of discrimination on the basis of disability in Titles I, III, and V of the Americans with Disabilities Act. The Virginians with Disabilities Act of 1990 follows the Rehabilitation Act of 1973 Section 504.

14. Faith Based Organizations. The Town does not discriminate against faith-based organizations.

15. Immigration Reform and Control Act of 1986. By entering this Contract, the Contractor certifies that it does not and will not during the performance of this Contract violate the provisions of the Federal Immigration Reform and Control Act of 1986, which prohibits employment of illegal aliens.

16. Payment to Subcontractors. Within seven (7) days after receipt of amounts paid by the Town for work performed by a subcontractor under this Agreement, the Contractor shall either: a) pay the subcontractor for the proportionate share of the total payment received from the Town attributable to the work performed by the subcontractor under this Agreement; or b) notify the Town and subcontractor, in writing, of his intention to withhold all or a part of the subcontractor's payment and the reason for non-payment. The Contractor shall pay interest to the subcontractor on all amounts owed that remain unpaid beyond the seven (7) day period except for amounts withheld as allowed in item b. Unless otherwise provided under the terms of this Agreement, interest shall accrue at the rate of one percent (1%) per month. The 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 as set forth above with respect to each lower-tier subcontractor. The Contractor's obligation to pay an interest charge to a subcontractor pursuant to this provision may not be construed to be an obligation of the Town.

17. Authority to Transact Business in Virginia. A Contractor organized as a stock or nonstock 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 of the Code of…