RFP 24-22-SD ASSESSMENT, TAX BILLING AND COLLECTIONS SOFTWARE MODERNIZATION

RFP 24-22-SD | Page 1 of 26 COUNTY OF SPOTSYLVANIA REQUEST FOR PROPOSAL (RFP) 24-22-SD FOR ASSESSMENT, TAX BILLING AND COLLECTIONS SOFTWARE MODERNIZATION March 28, 2024 NAME OF SOLICITING PUBLIC BODY COUNTY OF SPOTSYLVANIA, PROCUREMENT DIVISION P.O. BOX 215, 8800 COURTHOUSE ROAD, 2ND FLOOR ROOM 414 SPOTSYLVANIA, VA 22553 PROPOSAL DUE DATE AND TIME: Sealed Proposals will be received until Thursday, May 23, 2024 at 2:00 PM for furnishing the services described herein. No late proposals will be accepted. Please check for updates prior to submitting a Proposal to ensure timely delivery to the Procurement Department and refer to Attachment A of this Solicitation for Information to Offerors and specific Proposal drop off procedures. PRE-PROPOSAL CONFERENCE: ☐Mandatory ☒Non-Mandatory Date: Wednesday, April 10, 2024 Time: 10:00AM Meeting link: https://spotsylvania-county.webex.com/spotsylvania-

county/j.php?MTID=mea40b369ee49871b548133ef0bc0107b Meeting number: 2336 550 0184 Meeting password: rxJwq3Qpy23 Join by phone 1-844-992-4726 United States Toll Free +1-408-418-9388 United States Toll Access code: 23365500184 QUESTIONS DUE DATE AND TIME: Questions and Inquiries from Offerors must be received by the Spotsylvania County Procurement Division by Wednesday, April 17, 2024 at noon. Questions must be submitted on the attached Q&A Form (Attachment L) and emailed to Sylvia Dyson, Sr. Procurement Officer, at SDyson@Spotsylvania.VA.us. Vendors may submit more than one Q&A form. The County is not responsible for verbal clarification of information provided by parties other than staff of the Procurement Division. https://spotsylvania-county.webex.com/spotsylvania-county/j.php?MTID=mea40b369ee49871b548133ef0bc0107b https://spotsylvania-county.webex.com/spotsylvania-county/j.php?MTID=mea40b369ee49871b548133ef0bc0107b mailto:SDyson@Spotsylvania.VA.us RFP 24-22-SD | Page 2 of 26 The party submitting the forgoing Proposal acknowledges the provisions, terms and conditions of this RFP, including all attachments and addenda, and agrees to be bound by those provisions, terms and conditions. Further, the party certifies that all information submitted in response to this RFP is correct and true. The person signing this form shall be an authorized signatory officer of the corporation or an individual authorized by the By-Laws of the Corporation that has been given authoritative responsibility to bind the firm in a contract. Name and Address of Firm: Date: By: (Signature in Ink by Officer of the Corporation) Name (Print): Zip Code: Title: Phone: ( ) Fax: ( ) E-mail: State of Incorporation: Unique Entity Identifier (UEI#)/ DUNS #: State Corporation Commission #: Are you, any member of your immediate family, or any person part of your company that if awarded will provide services for the County of Spotsylvania either employed by the County or a member or part of any County committee, board or commission? Check One: ☐ YES ☐ NO If yes, please explain: Receipt of the following Addenda is acknowledged (list all): Addendum No. dated Addendum No. dated Addendum No. dated Addendum No. dated Addendum No. dated Addendum No. dated All updates are posted on the Spotsylvania County website at https://www.spotsylvania.va.us/374/Solicitations and www.eva.virginia.gov. It is the responsibility of the Offeror to check for additional updates prior to submission of proposal. [Remainder of Page intentionally left blank.] [Return this Form] https://www.spotsylvania.va.us/374/Solicitations http://www.eva.virginia.gov/ RFP 24-22-SD | Page 3 of 26 TABLE OF CONTENTS I. PURPOSE .................................................................................................................................................................................. 4 II. BACKGROUND ........................................................................................................................................................................ 4 III. CONTRACT TERM AND PRICE INCREASES ................................................................................................................... 5 IV. CURRENT ENVIRONMENT AND SOLUTION OVERVIEW ........................................................................................... 6 V. STATEMENT OF NEEDS ....................................................................................................................................................... 8 VI. TECHNICAL PROPOSAL ...................................................................................................................................................... 9 VII. INSTRUCTIONS TO OFFERORS ....................................................................................................................................... 12 VIII. PROPOSAL REQUIREMENTS ............................................................................................................................................ 14 IX. PROPOSAL EVALUATION CRITERIA ............................................................................................................................. 16 X. TERMS AND CONDITIONS ................................................................................................................................................. 17 ATTACHMENTS A – INFORMATION TO OFFERORS B – TRADE SECRETS/PROPRIETARY INFORMATION IDENTIFICATION C – VENDOR AUTHORIZATION FORM D – REFERENCES E – COUNTY STANDARD CONTRACT F – FUNCTIONAL REQUIREMENTS G – TECHNICAL REQUIREMENTS H – PRICING PROPOSAL (to be submitted in separate envelope and separate electronic file) I – COMMISSIONER OF THE REVENUE BUSINESS CAPABILITY MODEL J – TREASURER’S OFFICE BUSINESS CAPABILITY MODEL K – LIST OF LETTERS, FORMS AND REPORTS CURRENTLY IN USE L – QUESTION AND ANSWER FORM RFP 24-22-SD | Page 4 of 26 I. PURPOSE The County of Spotsylvania, Virginia, invites written proposals from qualified firms to establish a contract through competitive negotiation to provide new software solutions for Computer Assisted Mass Appraisal (CAMA) and Property Assessments, Tax Billing and Collections, Cashiering, and Self-Service Web-Portal. Collectively, the solutions to be known as Assessment, Tax Billing, and Collections Software Modernization (“Project”). Spotsylvania County (“County”) intends to contract for the above delineated services as detailed in the Statement of Needs contained in Section V of this RFP. It is the County’s intent to procure all requirements from one Contractor, however, Partnerships and Subcontractors are also encouraged. II. BACKGROUND Spotsylvania County was established in 1721. The County is located along Interstate 95, midway between the Nation’s capital of Washington DC and the Commonwealth’s capital of Richmond. The County was named for Alexander Spotswood, Colonial Governor of Virginia, who founded an ironworks in early 1700. Known as the “Crossroads of the Civil War”, four major Civil War battles were fought on Spotsylvania soil including one of the bloodiest of the war – the Battle of Spotsylvania Courthouse, in May 1864. Today, the County has an estimated population of approximately 135,000 with a forecasted growth of 168,088 by 2040. Spotsylvania County contains a mix of beautiful rural and urban landscapes and is one of Virginia’s fastest-growing counties. Within its boundaries, the County possesses the scenic beauty of Lake Anna, rural vistas, suburban amenities and a wealth of historical attractions from the Colonial and Civil War eras. The growing Spotsylvania community has attracted many dynamic commercial and retail businesses which serve area residents and visitors. These resources also make the County a favorite tourist destination. The County is governed by a seven-member Board of Supervisors elected for staggered four-year terms. The County functions under the traditional form of government with a Board-appointed County Administrator who acts as the Board’s agent overseeing the administration and operation of the County departments and agencies. The County Commissioner of the Revenue (CoR) is specifically established by the Constitution of Virginia, these local officers are elected by the citizens of Spotsylvania County. As the chief tax assessing officer, the Commissioner’s primary duty under the Code of Virginia § 58.1-3103 is to ascertain and assess, at fair market value, all items subject to taxation by the County. The Commissioner of the Revenue’s Office administers individual, real estate, and business property taxes, business licenses, and a tax relief program and provides state income tax filing assistance. RFP 24-22-SD | Page 5 of 26 The County Treasurer’s Office is responsible for the billing and collecting of taxes and license fee(s); and the investing, safeguarding, and disbursing of all county revenue. As a constitutional office, the department administers tax regulations in accordance with the Code of Virginia and the Code of the County of Spotsylvania, Virginia, Chapter 21 – Taxation. The Treasurer’s Office is dedicated to serving residents, the commercial sector, the Board of Supervisors, and other government agencies by disseminating personal and real property tax information in a professional and efficient manner. County Spotlight: • Total Tax Revenue - $199.8 million • # of Taxable Parcels - 64,408 • Total Parcels - 72,000 • Total Assessed Values - $23,159,863,000 • Number of Tax Bills Generated - 463,000 • Personal Property Accounts – 165,000 active individual accounts; 3,200 active business accounts • Real Estate Accounts – 60,000 parcels owned by individuals; 12,000 parcels owned by businesses • Self-Service Web Portal – 89,000 registered accounts; 23,000 auto-pay accounts The County of Spotsylvania is undertaking a major modernization of the following systems: • CAMA and Property Assessments • Tax Billing and Collections • Cashiering • Self-Service Web Portal The County currently utilizes the following systems, additional information regarding these systems can be found in Section IV, Current Environment and Solution Overview. • Avenu ACS Application for CAMA and IBM AS400 system for Real Estate Assessment, Personal Property and State Income • Avenity CountyOne Application for Business Taxes and Tax Billing and Collections • IBM AS400 system for all other Tax Billing, Treasurer, and Collections functions • InvoiceCloud for the Self-Service Web Portal III. CONTRACT TERM AND PRICE INCREASES A. Contract Term Any contract resulting from this RFP shall have a term limit of five (5) years and may be renewable for five (5) additional one (1) year renewal terms at the option of Spotsylvania County. Each additional year shall be referred to individually as a “Renewal Period”. Said RFP 24-22-SD | Page 6 of 26 renewal period shall occur automatically unless written notice is given by the COUNTY no later than ten (10) days before the expiration of the current period. B. Price Increases Price increases may be negotiated only at the time of renewal. If Spotsylvania County elects to exercise the option to renew the contract for an additional one (1) year period, the contract price for the additional one year shall not exceed the contract price of the original contract increase/decrease by more than the percentage increase/decrease of the Commodity & Service Group/Services category of the Consumer Price Index for All Urban Consumers (CPI- U), https://beta.bls.gov/dataViewer/view/timeseries/CUSR0000SEEE, Information technology, hardware and services in U.S. city average, all urban consumers, seasonally adjusted, 12-month analysis table for the latest twelve months for which statistics are available or 5%, whichever is lower. IV. CURRENT ENVIRONMENT AND SOLUTION OVERVIEW The County currently maintains the following infrastructure and environment to support Commissioner of the Revenue and Treasurer’s Office operations, whose component applications may be impacted by a future solution. Avenity County One (CashOne and RevenueOne) Application • CashOne – Cash register system to record payments on business taxes only • RevenueOne – Assesses, generates and distributes tax bills for business taxes only. • The application is live for business taxes only not real estate or personal property taxes. Avenu ACS Application • Application used by CoR Assessment Office. • Calculates and records real estate assessments. ACS is the system of record for this process. • CoR Assessment Office uses ACS as the primary application. Other offices in CoR Real Estate use AS400 Real Estate application as the primary. A nightly interface updates some, but not all data from the AS400 to ACS. AS400 Applications • Real Estate System: The system of record for the COR Real Estate Office & the Treasurer’s Office. Includes the following: - Parcel merges/splits - Owner changes and transfers - Tax Relief and Exonerations are done here. There is an exoneration program inside AS400; however, it is not always used due to the way some exonerations are handled. https://beta.bls.gov/dataViewer/view/timeseries/CUSR0000SEEE RFP 24-22-SD | Page 7 of 26 Various Excel spreadsheets are used to capture relief and exoneration records, while some records are kept only on paper. - Generates real estate tax bills. • Personal Property System: The system of record for CoR and the Treasurer’s Office. - Houses account, customer, and vehicle information. - Generates personal property tax bills. • Cash Register System: All transactions, payments, and adjustments relevant to tax bills • State Income Tax System InvoiceCloud Application • Online payment system – allows citizens to view and pay their real estate and other tax bills online. Interfaces • AS400 to ACS – runs nightly to update ACS with changes made in AS400. • ACS to AS400 – runs yearly when the official land book is issued in the spring. This provides finalized assessment data back to AS400. • ACS to County website – update assessed values, so citizens can check assessed value of parcels. • AS400 to County website – updates an account balance website. • AS400 to/from InvoiceCloud – tax bill balances, billing adjustments, payments on tax accounts, tax account ownership • AS400 and Community Development System • AS400 and GIS • ACS and GIS • CashOne/RevenueOne business tax to AS400 Finance H.T.E. application • DMV to AS400 - personal property download file only • CODE-1 to AS400 - USPS address validation download file only • JD Power/NADA upload to AS400 for vehicle values • Marshall & Swift rates upload to ACS for residential and commercial building values. • AS400 to VA Department of Taxation for debt set off • Milner Technologies to CashOne – remittance batches from stub/checks Platforms and Data Sources: • Mainframe/AS400/IBMi • SQL • Windows 10/11 Development Languages: • RPG • XML RFP 24-22-SD | Page 8 of 26 • Python Scripts – GIS only • SQL Scripts Current systems do not sufficiently meet future needs of the County. The County requires modern technology, transparency, streamlined and simplified processes, workflow and task management capabilities, as well as a simple, intuitive customer experience for residents and taxpayers. V. STATEMENT OF NEEDS The Project software will be used across different County Departments to meet the following business capabilities, broken out by stakeholder group: Commissioner of the Revenues Office: • Manage Real Estate Assessment • Manage Real Estate Administration (including exemption and deferment programs) • Manage Personal Property • Manage Business Tax • Manage State Income Tax Treasurer’s Office: • Manage Payments • Manage Bills and Other Fees • Manage Collections • Manage Funds and Banking • Manage Dog Licenses and Rabies Tags • Manage Refuse Decals • Manage State Income Collectively, these capabilities are part of the Project scope. Each capability breaks down further into sub-capabilities and business processes for which the new systems shall be able to support. The functional requirements listed in Attachment E all support the above capabilities. Additional requirements and details of the Project can be found in Attachments: • Attachment F – Functional Requirements • Attachment G – Technical Requirements • Attachment H – Pricing Proposal • Attachment I – Commissioner of the Revenue Business Capability Model • Attachment J – Treasurer’s Office Business Capability Model • Attachment K – Sample Letters, Forms, and Reports • Attachment L – Question and Answer Form RFP 24-22-SD | Page 9 of 26 All proposals must be made on the basis of, and either meet or exceed, the requirements contained herein. All Offerors must be able to provide software and services that satisfy the requirements in the entire RFP, including all appendices and attachments. If a requirement is unable to be met, Offerors must include justification as to why a requirement is not able to be met. The County will evaluate all responses to requirements as part of the Technical Approach and Qualifications evaluation scoring. VI. TECHNICAL PROPOSAL The Technical Proposal must include detailed information relative to how the Vendor proposes to accomplish the tasks described in Attachment F – Functional Requirements and Attachment G – Technical Requirements. The Technical Proposal shall not include any cost figures. The contents of the Technical Proposal shall be organized as follows and clearly marked as such: A. Project Understanding The Vendor shall provide a summary overview of the Vendor’s understanding of the County’s Assessment, Tax Billing, and Collections Software Modernization needs. The County is interested in understanding the vendor’s interpretation of specific objectives and anticipated deliverables. B. Solution Requirements 1. Vendors shall describe, in detail, how their proposed solution will meet both, the functional and technical requirements, outlined in Attachment E – Functional Requirements and Attachment F - Technical Requirements. Vendors shall submit the completed questionnaires as an attachment to their proposal 2. Vendors shall provide the following for the proposed application, platform, and/or solution: a. Technical Architecture – High-level diagrams of the application tiers and major software components; b. Platforms Supported – Information on the platforms supported. Information should include minimum requirements regarding hardware, software, database, and operating systems supported both on the client and server sides. c. Service Delivery Models – Options for each service delivery model that best describes the Vendor’s offering (e.g, SaaS, On-Prem). Describe any limitations in the product feature/functionality that apply for a particular service delivery model. RFP 24-22-SD | Page 10 of 26 d. Data Migration – Information on Vendor data migration plan and conversion, best practices, and/or typical partners for providing data migration services (if any). e. Security – Information on Vendor’s security architecture and best practices that ensures that the underlying technologies are sufficiently protected and that security controls cannot be bypassed. f. Data Backup and Recovery – Information on data backup, retention, and recovery plan. Provide requirements and best practices approach for proposed solution. Clearly specify responsible entity (Vendor or County) for data backup. C. Implementation and Integrations 1. General Approach The Project software will integrate with many other software systems deployed by the County. Vendor shall provide information on integration and implementation approach and methodology, including risk management and quality control; approach for knowledge transfer; project management; and/or typical partners (if any) for providing integration and implementation services. The Vendor will provide a detailed implementation schedule of applications including dates of expected equipment installation and the County’s responsibilities and timeframes. The schedule should be based upon the number of months after contract signing and should represent “not to exceed” or guaranteed completion dates. Any contingencies, such as tasks requiring the County’s effort, should be identified. 2. Organizational Change Management (OCM) The Vendor shall provide services to identify and plan for organizational change needed to support the adoption of the new Assessment, Tax, and Billing solutions. These activities include but are not limited to: • Support strategic communications and change management activities that promote adoption and awareness of the new platform. • Develop communications training materials to support stakeholder engagement, rollout procedures and executive and governance reporting. The County desires an effective stakeholder engagement model to facilitate organizational change to include processes, specification of roles and responsibilities of key organizational staff and user community. 3. Project Management RFP 24-22-SD | Page 11 of 26 The Vendor shall provide a summary of their overall project management approach that includes a summary of cost controls, communication cadence, and quality control. The County requires the Vendor to take responsibility for providing extensive Project management services. The successful Vendor is expected to guarantee the successful, timely completion of those aspects of the Project over which it has control. The County intends to take responsibility for meeting its obligations as defined in an agreed upon Project implementation plan. Detail the nature and extent of the services you will provide in the following areas: • Project schedule maintenance. Describe methodology used. • Hardware and software planning and installation coordination. • Problem solving and troubleshooting all products and services. • Project status reports preparation and status meeting attendance. • Onsite coordination of Vendor and County efforts. Describe extent. D. Customer Support Describe the level of customer support during and post-implementation and any options for increased service. Include any information about the dedicated customer success manager, service request and ticket response times. • Address process and service level agreements for emergency and critical/major system issues or failures. Include information related to corrective action and escalation plan. • Address process and service level agreements for non-emergency, minor issues, and feature related service requests. E. Legacy System Operations and Maintenance (O&M) In transitioning to a new solution, the County may require operations and maintenance guidance and/or assistance with its current infrastructure. While recognizing that this area may not represent the Offerors core competency, the County is interested in understanding the Vendor’s capabilities (if any) and approaches with regard to legacy systems that interface with other systems throughout this transition period. Vendors are encouraged to provide a detailed plan that outlines their approach to ensuring that there is no disruption to County affairs while deploying the system to production and sunsetting the legacy applications described in Section 2.4. RFP 24-22-SD | Page 12 of 26 F. Experience The Vendor should provide an overview of their organization including the number of successful implementations for clients similar to the County, the number of years in business, and their differentiators from other potential Vendors. Vendors should provide summaries for a minimum of 3 and maximum of 5 previous engagements of similar scope within the last 5 years that clearly demonstrate where they have modernized legacy applications for local and/or state governments. If possible, Vendors should include experience in the Commonwealth of Virginia. Spotsylvania County shall not be listed as a reference. For each previous engagement, Vendors shall provide reference contact information in Attachment D “References”. VII. INSTRUCTIONS TO OFFERORS A. This procurement shall be conducted in accordance with the competitive negotiation procedures of the Spotsylvania County Procurement Policy. The Procurement Policy is available at: https://www.spotsylvania.va.us/377/Spotsylvania-County-Policies. B. Questions or requests for clarification shall be submitted in writing. All responses to inquires will be in writing in the form of a written addendum and will be posted on the Spotsylvania County website at http://www.spotsylvania.va.us/374/Solicitations and www.eva.virginia.gov. Questions from Offerors must be received by the Spotsylvania County Procurement Division by the date identified on Page 1 of this solicitation in order to ensure that the answers can be sent and received by the prospective Offerors for their consideration prior to the proposal due date. C. Ten (10) copies and one (1) original indicated as “Original” of Proposals, along with One (1) electronic copy of the proposal and attachments on a virus free flash drive, either in Microsoft Word or PDF format shall be submitted to the address on Page 1. Should the proposal contain proprietary information, Offeror shall provide one (1) additional electronic, redacted copy of the proposal and attachments with proprietary portions removed or blacked out. This copy shall be clearly marked “Redacted Copy”. The classification of an entire proposal document, line-item prices and/or total proposal prices as proprietary or trade secrets is not acceptable. The County of Spotsylvania shall not be responsible for the Contractor’s failure to exclude proprietary information from this redacted copy. No other distribution of the proposal shall be made by the Offeror. https://www.spotsylvania.va.us/377/Spotsylvania-County-Policies http://www.spotsylvania.va.us/374/Solicitations http://www.eva.virginia.gov/ RFP 24-22-SD | Page 13 of 26 D. All Proposals must be in a sealed envelope or box and clearly marked with the following information: "Sealed Proposal, RFP #24-22-SD, Assessment, Tax Billing, and Collections Software Modernization” and company name and address. Proposals not so marked or sealed may be returned to the Offeror and will not be considered. Proposals shall clearly indicate the legal name, address and telephone number of the Offeror (company, firm, partnership, or individual). Proposals shall be signed above the typed or printed name and title of the individual signing on behalf of the Offeror. All expenses incurred for submitting Proposals to Spotsylvania County shall be borne by the Offeror. All Proposals shall be received by the time and date identified on the front of this Solicitation. E. All expenses incurred for submitting Proposals to Spotsylvania County shall be borne by the Offeror. All Proposals shall be received by the time and date identified on the first page of this solicitation. F. The time of receipt shall be determined by the time clock stamp in the Procurement Division, Room 414. Any Proposal received after this time and date will not be considered. Proposals will be returned to the Offeror unopened if received by special carrier or not accepted if hand delivered by Offeror. G. It is the Offeror’s sole responsibility to ensure timely submission of the proposal by the Spotsylvania County Procurement Division as the address and by the state time and date on Page 1. The County encourages early submission. NOTE: • Federal Express and other overnight delivery services do not guarantee morning delivery to Spotsylvania, VA. Next day delivery usually arrives in mid-to-late afternoon. • USPS deliveries require additional days from the post office to the procurement office. If you will be using one of these services for delivery of your proposal, please take this information into consideration. It is the Contractor’s responsibility to ensure that the package is delivered to the Procurement Division by the due date and time. H. Inclement Weather. In the event that Spotsylvania County is closed during the scheduled times for a pre-proposal conference, the pre-proposal conference will occur on the following business day that Spotsylvania County is open at the time previously scheduled and as stated in the RFP. I. The Offeror shall submit a proposal that demonstrates and provides evidence that the Offeror is able to provide suitable goods and services and has the capabilities, professional expertise, and experience to provide the proposed goods and services to Spotsylvania County. RFP 24-22-SD | Page 14 of 26 J. Offerors are responsible for familiarizing themselves with the conditions and objectives of the services described herein. K. As used in this RFP, the terms "must", "shall", "should" and “may” identify the criticality of requirements. "Must" and "shall" identify requirements whose absence will have a major negative impact on the suitability of the proposed solution. Items labeled as "should" or “may” are highly desirable, although their absence will not have a large impact and would be useful but are not necessary. Depending on the overall response to the RFP, some individual "must" and "shall" items may not be fully satisfied, but it is the intent to satisfy most, if not all, "must" and "shall" requirements. The inability of an Offeror to satisfy a "must" or "shall" requirement does not automatically remove that Offeror from consideration; however, it may seriously affect the overall rating of the Offerors’ proposal. L. Any vendor transacting business with Spotsylvania County requires an Offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 to include in its proposal the identification number issued to it by the State Corporation Commission. Any Offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law shall include in its proposal a statement describing why the Offeror is not required to be so authorized. VIII. PROPOSAL REQUIREMENTS A. The proposal shall provide information necessary for Spotsylvania County to evaluate the qualifications, experience, and expertise of the proposing firm to provide services identified herein. Proposals should be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis should be placed on completeness and clarity of content. B. The written proposal shall contain concise information which presents an understanding of Section V, Statement of Needs. The Offeror is asked to address each evaluation criteria contained in Section IX, Proposal Evaluation Criteria and to be specific in presenting their qualifications. Responses should be as thorough and detailed as possible so that the County may properly evaluate the firm’s capabilities to provide the required services. C. The proposal shall clearly indicate primary contact and assigned personnel. Offeror shall provide the name of the Offeror and firm, if any, the address and telephone number, and the name and title of the primary and secondary individuals who would be responsible for providing these goods and/or services to the County. Proposals shall be signed by an authorized representative of the Offeror. All information requested shall be submitted. Failure to submit all information requested may result in the County of Spotsylvania requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals which are substantially incomplete, or lack of key information may RFP 24-22-SD | Page 15 of 26 be considered nonresponsive by the County. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation. D. Technical Proposal. The Technical Proposal shall meet the requirements set forth in Section VI, Technical Proposal. Technical Proposals shall not exceed twenty-five (25) pages. Title page, cover letter, table of contents, and resumes are not included in the page limit. Attachment F – Functional Requirements and Attachment G– Technical Requirements must be completed and submitted with the Technical Proposal. E. Pricing Proposal. All Vendors shall submit a price proposal (“Pricing Proposal”). The Pricing Proposal shall be submitted in a separate envelope and separate electronic copy from the Technical Proposal; and marked appropriately. The Pricing Proposal will consist of Attachment H, Tab 1 “Cost Proposal” only. F. Labor Rates. All Vendors shall submit labor rates using Attachment H, Tab 2 “Labor Rates”. Labor Rates are not part of the proposal evaluation criteria, but will become part of the Contract upon Award. G. Software Support and Maintenance Charges. Software support and maintenance fees will not be authorized prior to successful software implementation completion. H. Proposal Format and Checklist. Proposals should be organized in the order in which the requirements are presented in the RFP. All pages of the proposal should be numbered. Each paragraph in the proposal should reference the paragraph number of the corresponding section of the RFP. Cite the paragraph number, sub letter, and repeat the text of the requirement as it appears in the RFP. If a response covers more than one page, the paragraph number and sub letter should be repeated at the top of the next page. The proposal should contain a table of contents which cross-references the RFP requirements. Information which the Offeror desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. Proposals that are not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed. I. The Offeror must submit their proposal package with the following documents attached. Each document listed below shall be a separate attachment and titled as indicated. ☐ [Offeror’s Name]_Introductions Letter (PDF or Word) ☐ [Offeror’s Name]_Signed Page 2 of the RFP (PDF). ☐ [Offeror’s Name]_Attachment B – Trade Secrets/Proprietary Information Identification (PDF or Word) ☐ [Offeror’s Name]_Attachment C – Vendor Authorization Form RFP 24-22-SD | Page 16 of 26 ☐ [Offeror’s Name]_Virginia State Corporation Commission (SCC) Certificate (PDF) (https://cis.scc.virginia.gov/EntitySearch/Index) ☐ [Offeror’s Name]_Attachment D – References (PDF or Word) ☐ [Offeror’s Name]_Attachment F – Functional Requirements (Excel) ☐ [Offeror’s Name]_Attachment G – Technical Requirements (Excel) ☐ [Offeror’s Name]_Technical Proposal (PDF or Word) ☐ [Offeror’s Name]_Attachment H – Pricing Proposal and Labor Rates (Excel) J. Offerors shall fill out and clearly identify any proprietary information on Attachment B and return with proposal response. Identify the specificity of the data or other materials for which protection is sought, indicate the section and page number where it can be found in the Offerors RFP response and state the reasons why protection is necessary in accordance with the Code of Virginia, Chapter 43, § 2.2-4342. For more details, see Section X, Terms and Conditions, Paragraph Q, Freedom of Information Act. K. Offeror shall provide a minimum of three (3) references of other similar scope and size local government entities utilizing the services they have provided on Attachment D. The references shall include names, phone numbers and email addresses of key contact personnel, as well as the implementation timeline and information about the size and workload of the municipality. Current contact information shall be provided. Spotsylvania County cannot be listed as a reference. The County reserves the right to check undisclosed references. L. All costs of proposal preparation and presentation shall be borne by each Offeror. The County is not liable for any cost incurred by the Offeror prior to issuance of a contract. M. Offeror shall include a copy of their State Corporation Commission Certificate of Good Standing and a list of officers with their proposal response. IX. PROPOSAL EVALUATION CRITERIA Selection of the successful Offeror(s) will be based upon submission of proposals meeting the selection criteria. Proposals should be as thorough and detailed as possible so that the County may properly evaluate your capabilities to provide the required goods/services. The Source Selection Committee (SSC) will use the following criteria in its review and evaluation of the Proposals. County employed Technical Advisors will assist the SSC in determining whether a solution is compatible with County’s existing infrastructure and whether it meets minimum security requirements. https://cis.scc.virginia.gov/EntitySearch/Index RFP 24-22-SD | Page 17 of 26 EVALUATION CRITERIA SCORE 1 Project Understanding 5 Points 2 Solution Requirements 30 Points 3 Implementation and Integration 30 Points 4 Customer Support 10 Points 5 Legacy System O&M 5 Points 6 Experience 10 Points 7 Proposed Price 10 Points Total achievable Score: 100 Points The Selection Committee will evaluate the most responsive proposals as deemed by staff and may also ask questions of a clarifying nature from Offerors as required. A composite rating will be developed which indicates the group’s collective ranking of the written proposals in a descending order. If deemed necessary by the selection committee, the County shall engage in individual discussions with two or more Offerors deemed the most fully qualified, responsible and suitable on the basis of the Selection Committee's evaluations. This provides an opportunity for the Offeror to clarify or elaborate on the proposal. This is a fact finding and explanation session only and does not include negotiation. The County will schedule the time and location of these presentations/demonstrations. Oral presentations/demonstrations are an option of the County and may or may not be conducted. At the conclusion of any discussion, on the basis of evaluation factors as set at the time of issuance of this proposal and all information developed in the selection process to this point, the County shall select in the order of preference one or more Offerors whose qualifications and proposed services are deemed most meritorious. Negotiations shall then be conducted; beginning with the Offeror ranked first. Should the County determine in writing and in its sole discretion that only one Offeror is fully qualified or that one Offeror is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that Offeror. Spotsylvania County reserves the right to award a contract to more than one Offeror, if it is in the Owner’s best interest. The County reserves the right to accept or reject any or all proposals received as a result of the request, to negotiate with any qualified firm or to modify or cancel in part or in its entirety the Request for Proposal if it is in the best interest of Spotsylvania County. X. TERMS AND CONDITIONS A. Acceptance, Invoicing and Payment Spotsylvania County will make payment to the Consultant, Net 30 days or in accordance with discount terms, if offered, after receipt of an acceptable invoice for work resulting from this RFP. Nothing herein, or in the process, shall be construed as having obligated the County to pay for RFP 24-22-SD | Page 18 of 26 any expenses incurred by Offerors to this RFP, or to the selected consultant prior to the Board of Supervisors’ approval of a consultant services contract. Pursuant to Virginia Code § 2.2-4354, (1950, as amended), the Consultant covenants and agrees to: (1) Within seven (7) days after receipt of any amounts paid to the Consultant under the Agreement, (i) pay any subconsultant for its proportionate share of the total payment received from the County attributable to the work under the Contract performed by such subconsultant, or (ii) notify the County and the subconsultant, in writing, of its intention to withheld all or part of the subconsultant’s payment and the reason therefore; (2) Provide its federal employer identification number or social security number, as applicable, before any payment is made to the Consultant under the Agreement; (3) Pay interest at the legal rate or such other rate as may be agreed to in writing by the subconsultant and the Consultant on all amounts owed by the Consultant that remain unpaid after seven (7) days following receipt by the Consultant of payment from the County for work performed by the subconsultant under the Agreement; and (4) Include in its contracts with any and all subconsultants the requirements of 1, 2, and 3 above. B. Attorney's Fees In the event of any action brought by either party against the other to enforce any of the obligations hereunder or arising out of any dispute concerning the terms and conditions hereby created, each party shall pay their own attorney’s fees, costs and expenses, except in a case of default by the Consultant, the Consultant shall be responsible for any resulting additional purchase and administrative costs including, but not limited to fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs. C. Audit Consultant shall keep and require each of its subconsultant, if any, to keep, at no additional cost to County, full and detailed accounts of costs chargeable to County, during the project, and for five (5) years following completion. County shall be afforded full access to accounts, records, and supporting documents for review, audit, copy (such copies will be the property of County), and verification of costs. Audit access to Consultant’s records in lump sum or unit price areas when applicable shall be sufficient to satisfy County that all quantities meet the payments to its subconsultant and suppliers, Consultant shall remit promptly to County the amount of any adjustment resulting from audit. D. Availability of Funds It is understood and agreed between the parties herein that the County shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement. E. Binding Effect The terms, provisions, covenants and conditions contained in any resulting Contract shall apply to, insure to the benefit of, and be binding upon the parties hereto and upon their respective heirs, legal representatives, successors, and permitted assigns except as otherwise expressly provided. RFP 24-22-SD | Page 19 of 26 F. Compliance of Law The Consultant providing materials and services to the County under any contract resulting from this RFP represents and warrants to the County that it is: (1) Conforming to the provisions of the Civil Rights Act of 1964, as amended, as well as the Virginians with Disabilities Act, the Americans With Disabilities Act and Section 2.2- 4311 of the Virginia Public Procurement Act, and where applicable, to the Virginia Fair Employment Contracting Act of 1975, as amended, and the Virginia Human Rights Act, as amended. (2) Not employing illegal alien workers or otherwise violating the provisions of the Immigration Reform and Control Act of 1986 and Virginia Code§ 2.2-4311.1; (3) Not requiring, and shall not require, any employee or subcontractor to sign an internal confidentiality agreement or statement prohibiting or otherwise restricting, or purporting to prohibit or restrict, the reporting (in accordance with law) of waste, fraud, or abuse to an investigative or law enforcement representative of a department or agency authorized to receive such information, or otherwise violate any federal and state laws and regulations protecting employees for reprisal against whistleblowing; (4) Complying with federal, state and local laws and regulations applicable to the performance of the goods and services procured, the work performed pursuant to the Agreement shall conform to all professional principles generally accepted as standards of the industry in the Commonwealth, the CONTRACTOR’S work performed shall be free of defects, and any new materials and equipment furnished under this Agreement shall be of good quality and in working condition; and (5) Complying fully with the Virginia Conflict of Interest Act. (6) Authorized to transact business in the Commonwealth of Virginia, pursuant to Section 2.2-4311.2 of the Code of Virginia. G. Contract Award Spotsylvania County has the right to award a contract to more than one Offeror, if it is in the County’s best interest to provide adequate services in accordance with the criteria found in the Scope of Services. Should Spotsylvania County determine in writing and in its sole discretion that only one Offeror is fully qualified, or that one offer or is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that Offeror. Spotsylvania County reserves the right to award the contract to the most qualified, responsible, and responsive Offeror(s), resulting in a negotiated agreement, which is most advantageous to and in the best interest of Spotsylvania County. Spotsylvania County shall be the sole judge of the Proposal and the resulting negotiated agreement that is in the public interest, and Spotsylvania County’s decision shall be final. H. Contract Changes No verbal agreement or conversation with any officer, agent or employee of Spotsylvania County either before or after execution of the contract resulting from this Request for Proposal (RFP), RFP Addendum or follow-on negotiations, shall effect or modify any of the terms or obligations contained in the contract. No alterations to the terms and conditions of the contract shall be valid or binding upon Spotsylvania County unless made in writing and where Board approval is not required, by the County Administrator or his designee. RFP 24-22-SD | Page 20 of 26 I. Contract Documents The contract entered into by Spotsylvania County and the Consultant shall consist of this Request for Proposal, any addendum issued, the proposal submitted by the Consultant, Spotsylvania County’s Standard Form of Agreement, and any approved change orders issued, all of which shall be referred to collectively as the Contract Documents. Additional documents which the parties agree to include as contract documents may be set forth in the final contract. J. Cooperative Procurement (1) This procurement is being conducted on behalf of Spotsylvania County, Virginia and other public bodies in accordance with the provisions of §2.2-4304 of the Virginia Public Procurement Act. (2) If approved by the Contractor, the contract resulting from this procurement may be used by other public bodies to purchase at contract prices and in accordance with the contract terms. The Contractor shall deal directly with any public body it approves to use the contract. Failure to extend a contract to another public body will have no effect on consideration of Contractor’s bid/proposal. (3) With the approval of the Contractor, any public body using the resultant contract has the option of executing a separate contract with the Contractor to add terms and conditions required by statute, ordinances, or regulations, or to remove terms and conditions which conflict with its governing statutes, ordinances, or regulations. (4) The County of Spotsylvania, its officials and staff are not responsible for placement of orders, invoicing, payments, contractual disputes, or any other transactions between the Contractor and any other public bodies, and in no event shall the County, its officials or staff be responsible for any costs, damages or injury resulting to any party from use of a Spotsylvania County contract. If, when preparing such a contract, the additional terms and conditions of a public body seeking to purchase pursuant to cooperative procurement are unacceptable to the Contractor, the Contractor may withdraw its consent to extension of the contract to that particular public body. (5) Spotsylvania County assumes no responsibility for any notification of the availability of the contract for use by other public bodies, but the Contractor may carry out such notification. K. Definitions: (1) Consultant. The Consultant who enters into a contract with Spotsylvania County to provide the services herein for Spotsylvania County. (2) County. Wherever the word "County" appears, it shall be understood to mean Spotsylvania County Government. (3) Offeror. A person who makes an offer in response to a Request for Proposals. (4) Informality. A minor defect or variation in a bid or proposal from the exact requirements of the Invitation for Bid, or the Request for Proposal, which does not affect the price, quality, quantity, or delivery schedule for the goods, services or construction being procured. L. Drug Free Workplace During the performance of this contract, the Consultant agrees to (i) provide a drug-free workplace for the Consultant’s employees; (ii) post in conspicuous places, available to RFP 24-22-SD | Page 21 of 26 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 Consultant’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 Consultant that the Consultant 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 subconsultant or vendor. For the purposes of this section, “drug-free workplace” means any site at which the performance of work is done in connection with this contract awarded to the Consultant, 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. M. Ethics in Public Contracting The Offeror hereby certifies that it has familiarized itself with Article 6 of Title 2.2 of the Virginia Public Procurement Act, Section 2.2-4367 through 2.2-4377, Virginia Code Annotated, and that all amounts received by it, pursuant to a Contract resulting from this RFP, are proper and in accordance herewith. By submitting their proposals, Offerors certify that their proposals are made without collusion or fraud that they have not offered or received any kickbacks or inducements from any other Offeror, supplier, manufacturer or subconsultant in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged. N. Examination of Records The Consultant agrees that Spotsylvania County or any duly authorized representative shall have access to and the right to examine any and copy any directly pertinent books, documents, papers and records of the Consultant involving transactions related to any Contract resulting from this RFP. The period of access provided in this paragraph for records, books, documents, and papers and software which may be related to any arbitration, litigation, or the settlement of claims arising out of the performance of any subsequent contract or any subsequent Contracts with vendors shall continue until disposition of any appeals, arbitration, litigation, or claims. Consultants agrees to keep all records in accordance with the state and local retention laws including but not limited to Virginia Code § 55-525.27. O. Faith-Based Organizations Pursuant to Section 2.2-4343.1 of the Code of Virginia of 1950, in all invitations to bid, requests for proposals, contracts, and purchase orders, the County does not discriminate against faith- based organizations. “Faith-based Organization” means a religious organization that is or applies to be a Consultant to provide goods or services for programs funded by the block grant provided pursuant to the Personal Responsibility and Work Opportunity Reconciliation Act of 1996, P.L. 104-193. RFP 24-22-SD | Page 22 of 26 If CONSULTANT is a faith-based organization, then Consultant shall give to each individual who applies for or receives goods, services, or disbursements provided pursuant to this Agreement the following notice: NOTICE Pursuant to Section 2.2-4343.1 of the Code of Virginia of 1950, as an applicant for or recipient of goods, services, or disbursements provided pursuant to a contract between the County and a faith-based organization, you are hereby notified as follows: Neither the COUNTY’S selection of a charitable or faith-based provider of services nor the expenditure of funds under this contract is an endorsement of the provider’s charitable or religious character, practices, or expression. No provider of services may discriminate against you on the basis of religion, a religious belief, or your refusal to actively participate in a religious practice. If you object to a particular provider because of its religious character, you may request assignment to a different provider. If you believe that your rights have been violated, please discuss the complaint with your provider or notify the County Administrator. P. Federal-Aid Provisions When the U. S. government pays all or any portion of the cost of a project, the Consultant shall observe all federal laws, rules, and regulations made pursuant to such laws. The work shall be subject to inspection by the appropriate federal agency. Such inspection shall in no sense make the federal government a party of the contract and will in no way interfere with the rights of either party. Consultant shall require all subconsultants to observe all federal laws, rules, and regulations made pursuant to such laws. Reporting requirements that is part of the regulation shall be followed in accordance with the federal law, rules and/or regulation made pursuant to such laws. A Duns number will be provided by the Consultant and registration with the Central Consultant Registration (CCR) shall be followed according to the federal aid provisions. Q. Freedom of Information All information submitted to the County in response to this RFP will constitute public information and pursuant to the Virginia Freedom of Information Act will be available to the public for inspection upon request. Pursuant to Virginia Code § 2.2-4342 and County Procurement Policy § 3-27, an Offeror may request an exception to disclosure for trade secrets or proprietary information as such is defined under Virginia Code § 59.1-336, part of the Uniform Trade Secrets Act. In order to claim this exemption, an Offeror must: (1) Submit a request in writing referencing their desire to invoke the protections of Virginia Code § 2.2-4342; (2) Specifically identify which data or materials they wish to have protected; and (3) Articulate the rationale for why protection is necessary for the particular data or materials, to the satisfaction of the County. Failure to meet these requirements will result in the data or materials being open for inspection in response to a valid inquiry under the Virginia Freedom of Information Act and serve to waive any right of the Offeror to assert a claim against the County for disclosure of trade secrets or proprietary information. R. Grant Funds Provision When a project is funded in part or all by grant funds, the Consultant shall observe all rules and regulations according to the grant fund award documentation. Consultant has the responsibility to comply with all grant fund reporting requirements and any or all award documentation terms RFP 24-22-SD | Page 23 of 26 and conditions. S. Governing Law In any contract resulting from this RFP, the parties agree that this agreement is governed by and shall be interpreted in accordance with the Spotsylvania County Procurement Policy and laws of the Commonwealth of Virginia, and that proper venue, in the event of litigation concerning this matter, shall be in the Circuit Court of Spotsylvania County, Virginia. The parties agree that any litigation involving this Agreement shall be brought only in such court. T. Headings Headings in the RFP and any resulting contract are informational only and the substance of each numbered or lettered provision shall prevail in the event of any ambiguity or inconsistency between a heading and its content. U. Insurance During the performance of any Contract resulting from this RFP, the Consultant shall have and keep current insurance whichever is greater in scope or amount as follows. (1) Worker's Compensation Insurance in compliance with all states in which Consultant does business, including coverage B Employer's liabilities in not less than the following amounts: i. Bodily Injury by accident $100,000 for each accident; ii. Bodily Injury by disease, $500,000 policy limit; iii. Bodily Injury by disease, $100,000 for each employee. (2) General Liability insurance in amount not less than $1,000,000 for any occurrence involving bodily injury, and not less than $1,000,000 for any occurrence involving property damage. This coverage shall include contractual liability, broad form property damage, independent Consultants, and personal injury. (3) Automobile liability insurance in an amount not less than $1,000,000 combined single limit bodily injury and property damage. This coverage shall include liability for the use of hired and non-owned apparatus. The General Liability and Automobile Liability insurance policies specified herein shall name Spotsylvania County as additional insured with regard to work performed under any contract resulting from this RFP. The Consultant shall provide Spotsylvania County with copies of certificates of insurance coverage and proof of payment of all premiums. These certificates shall have provisions for notifying Spotsylvania County if there is any change in liability insurance. V. Interpretation Words of any gender used in any Contract resulting from this RFP shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context otherwise requires. W. Non-Collusion The party making the foregoing proposal hereby certifies that such proposal is genuine and not collusive or sham; that said Offeror has not colluded, conspired, connived or agreed, directly in indirectly, with any Offeror or person, to put in a sham proposal or to refrain from offering, and RFP 24-22-SD | Page 24 of 26 has not in any manner, directly or indirectly, sought by agreement or collusion, or communication or conference, with any person to fix the proposal price or affiant or of any proposal, or to fix any overhead, profit or cost element of said proposal price, or of that of any other Offeror, or to secure any advantage against the County or any person interested in the proposed contract; and that all statements in said proposal are true. X. Non-Discrimination Any contract resulting from this RFP and every contract, sub-contract, or purchase order there under shall include the following provisions according to Virginia Code §2.2-4311: During the performance of a contract, the Consultant agrees as follows: 1. The Consultant will not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, or national origin, except where religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of the Consultant. The Consultant agrees to post in conspicuous places, available to employees and applicant for employment, notices setting forth non-discrimination clause. 2. The Consultant, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, will state that such Consultant 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 requirement. The Consultant will include the provisions in the foregoing paragraphs a, b, and c in every contract, subcontract, or purchase order of over $10,000, so that the provisions will be binding upon each subconsultant or vendor associated with Spotsylvania County. Y. Partial Invalidity Neither any payment for, nor acceptance of, the whole or any part of the services by Spotsylvania County, nor any extension of time, shall operate as a waiver of any provision of any Contract resulting from this RFP, nor of any power herein reserved to Spotsylvania County, or any right to damages herein provided, nor shall any waiver of any breach of any Contract be held to be a waiver of any other or subsequent breach. Failure of Spotsylvania County to require compliance with any term or condition of any Contract shall not be deemed a waiver of such term or condition nor a waiver of the subsequent enforcement thereof. Z. Proposal Withdrawal Any Proposal may be withdrawn up until the time set above for the opening of the Proposal. Any Proposals not so withdrawn shall constitute an irrevocable offer for a period of 150 days. AA. RFP Proposal and Clarification Spotsylvania County reserves the right to request clarification of information submitted and to request additional information of one or more Offerors. Each Offeror shall examine the Request for Proposal documents and shall judge all matters relating to the adequacy and accuracy of such documents. Any inquiries, suggestions or requests concerning interpretation, clarification or additional information pertaining to the Request for Proposal shall be made in writing to the Spotsylvania County Procurement contact listed on the first page of this RFP. Spotsylvania County shall not be responsible for oral interpretations given by any employee, representative, or others. The issuance of a written RFP Addendum issued by the Spotsylvania County Procurement Division is the only official method whereby interpretation, clarification, or additional information can be issued. RFP 24-22-SD | Page 25 of 26 BB. Release and Ownership of Information Spotsylvania County shall make a good faith effort to identify and make available to the Consultant all non-confidential technical and administrative data in Spotsylvania County’s possession which Spotsylvania County may lawfully release including, but not limited to contract specifications, drawings, correspondence, and other information specified and required by the Consultant and relating to its work under this Contract. Spotsylvania County reserves its rights of ownership to all material given to the Consultant by Spotsylvania County and to all background information, documents, and computer software and documentation developed by the Consultant in performing any Contract resulting from this RFP. No reports, information or data given to or prepared by the Consultant under the resulting Contract shall be made available to any individual or organization by the Consultant without the prior written approval of Spotsylvania County, which approval Spotsylvania County shall be under no obligation to grant. As may be allowed by law, any information, ideas, or concepts that the County receives during the procurement process from any offeror’s written proposal, any discussion or interview with the offeror or as a result of any portion of the procurement process for the services described in this Request for Proposal shall become the property of Spotsylvania County. Spotsylvania County may use this information for any purpose without compensation to the offeror from whom the information was received. CC. Rights and Responsibilities of Consultant The Consultant shall indemnify, defend and hold harmless the County and its representatives from any and all claims, suits and actions for injury or damage sustained by any person or property from any act or omission by Consultant and/or its Consultants or employees, or anyone else for who Consultant is or may be responsible. This Section shall survive the termination this agreement. The Consultant in any contract resulting from this RFP shall pay all royalties and license fees necessary for performance of the contract. The Consultant shall defend all suits or claims for infringement of any patent rights or any other proprietary rights arising from or related to performance of the resulting contract and shall save Spotsylvania County harmless from any and all loss, including reasonable attorneys' fees, on account thereof. DD. Subconsultants and Assignments The Consultant shall not sublet or assign or transfer any interest in this Contract or any portion thereof without the prior written consent of Spotsylvania County of which Spotsylvania County shall be under no obligation to grant. In seeking consent for any subcontract or assignment, the Consultant shall furnish all information required by Spotsylvania County to permit Spotsylvania County to ascertain the qualifications of the proposed subconsultant to perform the work, and the Consultant shall submit a copy of the subcontract to Spotsylvania County for approval. The subcontract shall incorporate by reference all provisions and conditions of the Contract resulting from this RFP. Spotsylvania County’s approval of a subconsultant shall not relieve the Consultant of any of RFP 24-22-SD | Page 26 of 26 its responsibilities, duties or liabilities hereunder. The Consultant shall continue to be responsible to Spotsylvania County for performance of the subconsultant and the subconsultant, for all purposes, shall be deemed to be an agent or employee of the Consultant. Nothing in the Contract resulting from this RFP or any subcontract shall create any contractual relationship between any subconsultant and Spotsylvania County. EE. Tax Exemption The County of Spotsylvania as a public body politic and corporate of the Commonwealth of Virginia, is exempt from any Federal excise tax and Virginia sales and use tax for purchases made by the County. FF. Termination Spotsylvania County shall have the right to terminate at Spotsylvania County’s convenience, with or without cause, any Contract resulting from this RFP by specifying the date of termination in a written notice. In this event, the Consultant shall be entitled to just and equitable compensation for any satisfactory work completed. All work produced, and data collected shall become the property of Spotsylvania County. [Remainder of page left blank intentionally.] INFORMATION TO OFFERORS The Spotsylvania County Procurement Office located in the Marshall Center is closed to the public and open only on an appointment basis. Please note that proposals will be received at the Spotsylvania County Snow Library side of the building at the Marshall Center, 8800 Courthouse Road, Spotsylvania, VA 22553. The Offeror has the sole responsibility to have their proposal received by the Spotsylvania County Procurement Division at the address listed on the RFP and by the stated date and time as listed in the Request for Proposal. If you hand deliver your proposal, Offerors need to go to the Snow Library side of the Marshall Building, not the Snow Library and go to the two white double doors located beside the “Procurement Division” sign and call the Procurement Office (540-507- 7503). Someone from the Procurement Office will come to the door to receive your proposal. Offerors are encouraged to submit your proposal early in order to ensure your proposal is received on time. Please note that Federal Express and other overnight delivery services do not guarantee morning delivery to Spotsylvania, Virginia. Next day delivery usually arrives in mid-to-late afternoon. Also, please note that USPS deliveries require additional days from the post office to the Procurement Office. If you will be using one of these services for delivery of your proposal, please take this information into consideration, you may also want to let the mail carrier know the Building is locked. Offerors are advised to call the Procurement Office to confirm if your proposal was received. Late proposals shall not be considered and will be returned to Offeror unopened if received by special carrier or not accepted if hand delivered by Offeror. The time of receipt shall be determined by the Procurement time clock stamp. In the event that Spotsylvania County is closed during the scheduled times for proposal receipt, it will occur on the next business day that Spotsylvania County is open at the appropriate times as stated in the RFP. No exceptions will be made in this situation. Please contact the procurement officer as stated in the RFP for information pertaining to this procurement. ATTACHMENT A RFP #24-22-SD TRADE SECRETS/PROPRIETARY INFORMATION IDENTIFICATION IF NO PROTECTION IS NEEDED STATE “N/A” ON THE TABLE BELOW AND SIGN. Trade secrets or proprietary information submitted by any Offeror in connection with a procurement transaction shall not be subject to public disclosure under the Virginia Freedom of Information Act, however, the Offeror must invoke the protection of §2.2-4342(F) of the Code of Virginia, in writing, prior to or upon submission of the data or other materials, and must clearly and specifically identify the data or other materials to be protected, and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by the Offeror on the table below. If the Offeror fails to identify any protected information on the table below, the Offeror by return of this form, hereby releases the County and all of its employees from any and all claims, damages, demands or liabilities associated with the County’s release of such information, and agrees to indemnify it for all costs, expenses and attorney’s fees incurred by the County as a result of any claims made by Offeror regarding the release of such information. By submitting its bid or proposal, Offeror understands and agrees that any language seeking protection from public disclosure, any specific documents or information, unless identified on the table below, are null and void and of no legal or binding effect on the County. The classification of line item prices, and/or total bid prices as proprietary or trade secrets is not acceptable. If, after being given reasonable time, the Offeror refuses to withdraw such a classification designation, the proposal will be rejected. SECTION/TITLE PAGE NUMBER(S) REASON(S) FOR WITHHOLDING FROM DISCLOSURE COMPANY NAME: SIGNATURE: (RETURN THIS FORM) ATTACHMENT B RFP #24-22-SD www.spotsylvania.va.us/vendor-form ageorge Rectangle ageorge Rectangle ageorge Rectangle ageorge Rectangle ageorge Rectangle ageorge Rectangle ageorge Rectangle ageorge Rectangle ageorge Rectangle ageorge Rectangle REFERENCES A list of 3 References for which the Contractor has provided similar good/services over the last 5 years similar in Scope to that which is described herein shall be provided with the RFP Package. Spotsylvania County cannot be listed as a reference. Please list references below: Company Name: Service Dates: From: To: Address: Point of Contact Name: Phone: (_________) Email: Addtl. Information: Company Name: Service Dates: From: To: Address: Point of Contact Name: Phone: (_________) Email: Addtl. Information: Company Name: Service Dates: From: To: Address: Point of Contact Name: Phone: (_________) Email: Addtl. Information: (RETURN THIS FORM) ATTACHMENT D RFP #24-22-SD Page 1 of 18 | Version 001/10.05.2021 SPOTSYLVANIA COUNTY CONTRACT AGREEMENT FOR GOODS AND SERVICES Contract # THIS AGREEMENT (“AGREEMENT”) is made this day of , 2024, by and between the BOARD OF SUPERVISORS OF SPOTSYLVANIA COUNTY, a political subdivision of the Commonwealth of Virginia, ("COUNTY"); and, , a Company, (“CONTRACTOR”), in good standing and duly licensed to do business in the Commonwealth of Virginia. W I T N E S S: WHEREAS, the COUNTY desires to obtain goods and services for Spotsylvania County; and WHEREAS, CONTRACTOR desires to provide those same those goods and services. NOW, THEREFORE, IN CONSIDERATION of the mutual promises stated in this AGREEMENT, the COUNTY and CONTRACTOR agree as follows: ARTICLE 1 CONTRACT DOCUMENTS: 1.1. The documents listed in Section 1.2 of this Article shall constitute the Contract Documents (“CONTRACT DOCUMENTS”). These CONTRACT DOCUMENTS shall represent the entire agreement and understanding between the parties. Any oral or written understanding not incorporated in these CONTRACT DOCUMENTS is not binding on either party. These CONTRACT DOCUMENTS shall be amended only by written instrument signed by both parties. The CONTRACT DOCUMENTS are presented in descending order of priority with the first document listed being of the highest priority and governing over subsequently listed documents, in case of ambiguity. In the case of conflict between the CONTRACT DOCUMENTS, or provisions therein, the most exacting performance standard shall be undertaken. 1.2. The CONTRACT DOCUMENTS consist of: 1. Spotsylvania County Contract AGREEMENT for , Contract # between COUNTY and ATTACHMENT E RFP #24-22-SD Page 2 of 18 | Version 001/10.05.2021 CONTRACTOR; and 2. The entire contents of (RFP) # , , dated , including all Attachments and Amendments; and 3. proposal dated submitted in response to RFP # include Attachments ; and 4. . 1.3. It is the intent of the CONTRACT DOCUMENTS to describe a functionally complete and whole understanding of the services to be performed in strict accordance with the CONTRACT DOCUMENTS. Any labor, services, documentation, materials, or equipment that may reasonably be inferred from the CONTRACT DOCUMENTS or from prevailing custom or trade usage as being required to produce the intended result shall be provided by the CONTRACTOR without increase in the contract price or contract timelines whether or not specifically called for. ARTICLE 2 THE WORK AND AGREEMENT TERM LIMITS: 2.1. CONTRACTOR shall provide all materials, services, necessary tools, equipment, fueal, insurance, personnel and supervision to provide as set forth in the CONTRACT DOCUMENTS. 2.2. This AGREEMENT shall have an initial term from the date of award through and may be extended by the COUNTY additional terms at the same prices, terms, and conditions set forth in this AGREEMENT, each additional year referred to individually as a “RENEWAL PERIOD”. Said RENEWAL PERIOD shall occur automatically unless written notice is given by the COUNTY no later than ten (10) days before the expiration of the current period. Said notice shall be given pursuant to the procedure set forth in Article 7, Section 7.1, to the parties named therein. ARTICLE 3 ATTACHMENT E RFP #24-22-SD Page 3 of 18 | Version 001/10.05.2021 DATES OF COMMENCEMENT: 3.1. The date of commencement shall be concurrent with the execution of this AGREEMENT. 3.2. Time is of the essence in this AGREEMENT. CONTRACTOR expressly acknowledges that in the performance of its obligations the COUNTY is relying on timely performance and will schedule operations and incur obligations to third parties in reliance upon timely performance by CONTRACTOR and may sustain substantial losses by reason of untimely performance. 3.3. The CONTRACTOR’s services shall be performed as expeditiously as possible and consistent with professional skill and care of a provider. 3.4. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, industry wide material shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, pandemic flu, acts of God, war, governmental action, or labor conditions. In the case of an industry wide material shortage the CONTRACTOR shall provide to the COUNTY within 24 hours of CONTRACTOR’s determination that there exists an industry wide material shortage, the following: 1) a written description of the specific material alleged to be in short supply; 2) a written list of all manufacturers, wholesalers, contractors and/or retailers from which CONTRACTOR has attempted to obtain, and/or contracted to obtain, said material; 3) a written description detailing all actions taken by CONTRACTOR to obtain said materials; 4) a written statement, signed by an authorized representative of CONTRACTOR, that CONTRACTOR has used due diligence to secure said materials in the most expeditious manner; and, 5) a written time frame in which CONTRACTOR anticipates that it will obtain said materials. The COUNTY, or its authorized representative, must concur that there is an industry-wide shortage of the specific material so identified by CONTRACTOR. ARTICLE 4 CONTRACT PRICE AND TERMS OF PAYMENT: 4.1. The COUNTY shall pay for services out of appropriated funds and the COUNTY’s ATTACHMENT E RFP #24-22-SD Page 4 of 18 | Version 001/10.05.2021 performance under this AGREEMENT is expressly subject to appropriation of funds by the Board of Supervisors. 4.2. The COUNTY agrees to pay fees at the rates contained in the AGREEMENT and as follows: 4.3. Payments shall occur as follows: 1. No deposit nor advance sums shall be paid; 2. Payments are due net thirty (30) days after receipt by COUNTY of an accurate and properly submitted invoice to the COUNTY for materials and services as described in Article 2; if a corrected invoice is requested, then the thirty (30) days starts over at receipt of corrected invoice; 3. All payments will be delivered through the US Postal Service. No request for special handling of checks will be honored. ATTACHMENT E RFP #24-22-SD Page 5 of 18 | Version 001/10.05.2021 4. In no event shall any interest penalty or late fee accrue against COUNTY for any delayed payment under this provision or any other provision. 4.4. Pursuant to Section 2.2-4354 of the Code of Virginia (1950, as amended), the CONTRACTOR covenants and agrees to: 1. Within seven (7) days after receipt of any amounts paid to the CONTRACTOR under this AGREEMENT, (i) pay any subcontractor for its proportionate share of the total payment received from the COUNTY attributable to the work under the this AGREEMENT performed by such subcontractor, or (ii) notify the COUNTY and the subcontractor, in writing, of its intention to withhold all or part of the subcontractor’s payment and the reason therefore; 2. Provide its federal employer identification number or social security number, as applicable, before any payment is made to the CONTRACTOR under the AGREEMENT; 3. Pay interest, which shall accrue at the rate of one percent per month unless otherwise provided under the terms of this AGREEMENT, on all amounts owed by the CONTRACTOR to any subcontractor that remain unpaid after seven (7) days following receipt by the CONTRACTOR of payment from the COUNTY for work performed by the subcontractor under this AGREEMENT, except for amounts withheld as allowed in Section 4.4., subdivision 1 above; and 4. Include in its contracts with any and all subcontractors the requirements of 1, 2, and 3 above. 5. CONTRACTOR’S obligation to pay any interest charge to a subcontractor pursuant to this AGREEMENT shall not be construed to be an obligation of the COUNTY. 6. No modifications to this AGREEMENT shall be allowed for the purpose of providing reimbursement for such interest charges. 7. No cost reimbursement claim shall include any amount for reimbursement for such interest charges. ARTICLE 5 ATTACHMENT E RFP #24-22-SD Page 6 of 18 | Version 001/10.05.2021 RIGHTS AND RESPONSIBILITIES OF CONTRACTOR: 5.1. CONTRACTOR shall indemnify, defend and hold harmless the COUNTY and its employees, agents, and/or representatives from any and all claims, suits and actions for injury or damage sustained by any person or property from any act or omission by CONTRACTOR and/or its subcontractors or employees, or anyone else for whom CONTRACTOR is or may be responsible. This section shall survive the termination of this AGREEMENT. 5.2. CONTRACTOR agrees to obtain a business license from the Spotsylvania County Commissioner of Revenue if required by the Code of Virginia (1950, as amended) and/or Spotsylvania County Code and to present such license for inspection by the COUNTY if requested. CONTRACTOR also agrees to maintain as current all required business licenses and permits required by the Commonwealth of Virginia and to present such licenses and permits as may be requested or required by the COUNTY. 5.3. CONTRACTOR shall maintain the following insurance coverage, naming COUNTY as additional insured, during the course of this AGREEMENT, and provide the COUNTY with certificates of insurance for said coverage upon execution of this AGREEMENT All policies of insurance shall be written by insurance companies licensed to conduct the business of insurance in Virginia and shall carry the provision that the insurance will not be cancelled or materially modified by CONTRACTOR without thirty (30) days prior written notice to the COUNTY: 1. General Liability – in an amount not less than $1,000,000 for any occurrence involving bodily injury, and not less than $1,000,000 for any occurrence involving property damage. Coverage should be provided on a per project/per location basis. 2. Automobile Liability Policy – in an amount not less than $1,000,000 combined single limit bodily injury and property damage. This coverage shall include liability for use of hired and non-owned vehicles; and 3. Workers’ Compensation – in compliance with all states in which CONTRACTOR does business, including Coverage B Employer’s Liability in not less than the following amounts: i. Bodily Injury by accident $100,000 for each accident; ii. Bodily Injury by disease, $500,000 policy limit; and ATTACHMENT E RFP #24-22-SD Page 7 of 18 | Version 001/10.05.2021 iii. Bodily Injury by disease, $100,000 for each employee. 4. Professional Liability Insurance in an amount not less than $2,000,000 per occurrence and $6,000,000 in the aggregate. The amount of coverage may increase according to the project value. 5.4. During the performance of this AGREEMENT, CONTRACTOR agrees that: 1. It 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; 2. It will post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause; and 3. It will state in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR that such CONTRACTOR is an equal opportunity employer. 4. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient to meet this requirement; and CONTRACTOR agrees it will include the provisions of the foregoing paragraph in every subcontract or purchase order of over $10,000.00, so that the provisions will be binding upon each subcontractor or vendor. 5.5. During the performance of this AGREEMENT, the CONTRACTOR agrees to: 1. Provide a drug-free workplace for the CONTRACTOR’s employees and comply with the Federal Drug Free Workplace Act; 2. 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; 3. State in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR that the CONTRACTOR maintains a drug-free workplace; ATTACHMENT E RFP #24-22-SD Page 8 of 18 | Version 001/10.05.2021 4. 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. 5. For the purposes of this section, “drug-free workplace” means any site at which the performance of work is done in connection with this contract awarded to the CONTRACTOR, 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. 5.6. CONTRACTOR acknowledges that the Spotsylvania County Procurement Policy is applicable to this AGREEMENT. 5.7. Except as noted in the AGREEMENT, this AGREEMENT, nor any part hereof, may be assigned or subcontracted by CONTRACTOR to any other party without the express written permission of the COUNTY. 5.8. The CONTRACTOR providing goods or services to the COUNTY under this AGREEMENT represents and warrants to the COUNTY that it is: 1. Conforming to the provisions of the Civil Rights Act of 1964, as amended, the Virginia Fair Employment Contracting Act of 1975, as amended, and the Virginia Human Rights Act, as amended, where applicable. 2. Not employing illegal alien workers or otherwise violating the provisions of the Immigration Reform and Control Act of 1986; and Virginia Code §2.2-4311.1. 3. Not requiring, and shall not require, any employee or subcontractor to sign an internal confidentiality agreement or statement prohibiting or otherwise restricting, or purporting to prohibit or restrict, the reporting (in accordance with law) of waste, fraud, or abuse to an investigative or law enforcement representative of a department or agency authorized to receive such information, or otherwise violate any federal and state laws and regulations protecting employees for reprisal against whistleblowing; 4. Complying with federal, state and local laws and regulations applicable to the performance of the services procured; and 5. Complying fully with the Virginia Conflict of Interest Act; and 6. Authorized to transact business in the Commonwealth of Virginia. Pursuant to Section 2.2-4311.2 of the Code of Virginia. ATTACHMENT E RFP #24-22-SD Page 9 of 18 | Version 001/10.05.2021 5.9. In the event of a termination under section 6.1 of this AGREEMENT, CONTRACTOR acknowledges and agrees that it shall not be entitled to any compensation in excess of the value of the work performed. Under no circumstances shall CONTRACTOR, or any subcontractor, be entitled to anticipatory or unearned profits, unabsorbed overhead, opportunity costs or consequential or other damages as a result of a termination under this section. Payment to CONTRACTOR of any and all sums already earned by CONTRACTOR under the terms of Article 4 constitutes CONTRACTOR’s exclusive remedy for a termination hereunder. 5.10. CONTRACTOR agrees that it shall keep confidential all photographs, digital imagery, reports, information, or data given to CONTRACTOR by the COUNTY as well as any photographs, digital imagery, reports, studies, analysis, data tables, or calculations prepared by the CONTRACTOR under this AGREEMENT. No release of any such data by the CONTRACTOR shall be made to any individual or organization without the prior written approval of the COUNTY, which approval the COUNTY shall be under no obligation to grant. CONTRACTOR further agrees that it shall fully obtain all rights and releases to photographs, digital imagery, reports, information, or data utilized in CONTRACTOR’s final report and/or digital photo library before submission of the report and library to the COUNTY. 5.11. The CONTRACTOR shall not employ any employee who is a registered sex offender and shall enforce the same restriction upon all subcontractors and agents of CONTRACTOR. Prior to starting work and quarterly during performance of the work, the CONTRACTOR shall check the Virginia State Police Sex Offender Registry to verify sex offender status of all employees and agents of CONTRACTOR and sub-contractors who are employed by the CONTRACTOR or subcontractor. The CONTRACTOR shall furnish the COUNTY with evidence verifying compliance with the services. Notwithstanding any other provision of this AGREEMENT, materially false statements by the CONTRACTOR about the sex offender status of its employees or agents shall be grounds for immediate termination of this AGREEMENT. 5.12. Audit: The COUNTY shall have the right to audit all books and records (in whatever form they may be kept, whether written, electronic or other) relating or pertaining to this AGREEMENT (including any and all documents and other materials, in whatever form they may be kept, which support or underlie those books and records), kept by or under the control of CONTRACTOR, including, but not limited to those kept by CONTRACTOR, it’s employees, agents, assigns, successors and subcontractors. CONTRACTOR shall maintain such books and records, together with such supporting or underlying documents and materials, for the duration of ATTACHMENT E RFP #24-22-SD Page 10 of 18 | Version 001/10.05.2021 this Contract and for at least three (3) years following the completion of this AGREEMENT, including any and all renewals thereof. The books and records, together with the supporting or underlying documents and materials shall be made available, upon request, to the COUNTY’S employees, agents, representatives, Contractors or other designees, during normal business hours at CONTRACTOR'S office or place of business in Spotsylvania, Virginia. In the event that no such location is available, then the books and records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location in Spotsylvania, County chosen by the COUNTY. 5.13. Security Certification: CONTRACTOR will at all times use the industry standards and best efforts to protect all information related to this AGREEMENT. In the event of a data or other security breach, CONTRACTOR will make every effort to stop the breach and recover all lost information, at its sole cost. In the event of a data or other security breach, CONTRACTOR will immediately notify COUNTY of the nature and scope of the breach and will keep COUNTY notified of all security and recovery efforts to cure the breach. In addition, CONTRACTOR agrees to require all other persons and entities who have access to information under this AGREEMENT, including any subcontractors, to follow these security procedures. 5.14. Anti-Disparagement: CONTRACTOR agrees that at no time shall it disparage or detract from COUNTY, even in the event that a dispute may arise from this AGREEMENT. Violation of this provision shall be considered a material breach and the terms of this provision shall survive the termination of this AGREEMENT, indefinitely. ARTICLE 6 RIGHTS AND RESPONSIBILITIES OF COUNTY: 6.1. The COUNTY may cancel this AGREEMENT and project for any reason upon ten (10) days’ written notice in compliance with the notice procedure set forth in Article 7, Section 7.1 to the parties named therein. Anything contained in the AGREEMENT to the contrary notwithstanding, a termination under this section shall not waive any right or claim to damages which COUNTY may have with respect to work performed or failed to be performed when it should have been by the CONTRACTOR. In either case, the COUNTY may pursue any cause of action which it may have by law or under this AGREEMENT on account of such damages claimed by the COUNTY. ATTACHMENT E RFP #24-22-SD Page 11 of 18 | Version 001/10.05.2021 6.2. In case of default by the CONTRACTOR for failure to deliver or perform in accordance with this AGREEMENT, resulting in the COUNTY procuring the products or services from other sources, the defaulting CONTRACTOR shall be responsible for any additional purchase and administrative costs, including, but not limited to, fees and charges of engineers, architects, attorneys, other professionals and all court or other dispute resolution costs. If the completion of the contract work results in increased costs to the COUNTY, a letter will be sent to the defaulted CONTRACTOR requiring payment for additional costs (“REPAYMENT”). When REPAYMENT is requested, the CONTRACTOR will be removed from future bidding until the REPAYMENT has occurred, and the COUNTY reserves the right to debar CONTRACTOR from doing further business with the COUNTY. Failure of a CONTRACTOR’s source to deliver is not considered to be an unavoidable cause upon which the CONTRACTOR may rely as to a delay in the work to be done under the terms of the AGREEMENT, and the burden of proof rests with the CONTRACTOR to prove that any default was not related to CONTRACTOR’s, or any subcontractor’s or vendor’s, acts or failure to act. 6.3. Pursuant to Section 2.2-4343.1 of the Code of Virginia of 1950, in all invitations to bid, requests for proposals, contracts, and purchase orders, the COUNTY does not discriminate against faith-based organizations. 6.4. “Faith-based Organization” means a religious organization that is or applies to be a contractor to provide goods or services for programs funded by the block grant provided pursuant to the Personal Responsibility and Work Opportunity Reconciliation Act of 1996, P.L. 104-193. 6.5. If CONTRACTOR is a faith-based organization, then CONTRACTOR shall give to each individual who applies for or receives goods, services, or disbursements provided pursuant to this AGREEMENT the following notice: NOTICE Pursuant to Section 2.2-4343.1 of the Code of Virginia of 1950, as an applicant for or recipient of goods, services, or disbursements provided pursuant to a contract between the COUNTY and a faith-based organization, you are hereby notified as follows: Neither the COUNTY’S selection of a charitable or faith-based provider of services nor the expenditure of funds under this contract is an endorsement of the provider’s charitable or religious character, practices, or expression. No provider of services may discriminate against you on the basis of religion, a religious belief, or your refusal to actively participate in a religious practice. If you object to a particular provider because of its religious character, you may request ATTACHMENT E RFP #24-22-SD Page 12 of 18 | Version 001/10.05.2021 assignment to a different provider. If you believe that your rights have been violated, please discuss the complaint with your provider or notify the County Administrator. ARTICLE 7 MISCELLANEOUS: 7.1. 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 COUNTY: Edward Petrovitch Spotsylvania County Administrator P.O. Box 99 Spotsylvania, VA 22553 With a copy to: Spotsylvania County Attorney P.O. Box 308 Spotsylvania, VA 22553 2. For CONTRACTOR: The parties may amend such addresses by written notice to the opposite party at the given address. 7.2. The parties agree that this AGREEMENT is governed by and shall be interpreted in accordance with the laws of the Commonwealth of Virginia. In the event of litigation concerning this matter, all suits shall be maintained in the appropriate court of competent jurisdiction in the County of Spotsylvania, or, if applicable, in the United States District Court for the Eastern District of Virginia, Richmond Division. 7.3. In the event that any provision of this AGREEMENT is unenforceable, then the parties agree that all other provisions of this AGREEMENT have full force and effect and shall not be affected thereby. 7.4. The CONTRACTOR certifies that: ATTACHMENT E RFP #24-22-SD Page 13 of 18 | Version 001/10.05.2021 1. The bid or offer (1) was made without prior participation, understanding, agreement, or connection with any corporation, firm or person submitting a bid/offer for the same materials, supplies, equipment, or services with respect to the allocation of the business afforded by or resulting from the acceptance of the bid or proposal, (2) was in all respects fair and without collusion or fraud, and (3) was or was intended to be competitive and free from any collusion with any person, firm or corporation; 2. The CONTRACTOR did not offer or receive any kickback from any other bidder, contractor, supplier, manufacturer, or subcontractor in connection with the bid/offer on this solicitation. A kickback is defined as an inducement for the award of a contract, subcontracts or order, in the form of any payment, loan, subscription, advance, deposit of money, services or anything, present or promised, unless consideration of substantially equal or greater value is exchanged. Further, no person shall demand or receive any payment, loan, subscription, advance, and deposit of money, services or anything of value in return for an agreement not to compete on a public contract; 3. The CONTRACTOR is not a party to nor has it participated in nor is it obligated or otherwise bound by agreement, arrangement or other understanding with any person, firm or corporation relating to the exchange of information concerning bids, prices, terms or conditions upon which the contract resulting from the acceptance of its bid proposal is to be performed; 4. The CONTRACTOR understands that collusive bidding is a violation of the Virginia Governmental Frauds Act and federal law, and can result in fines, prison sentences, and civil damage awards and agrees to abide by all co