Carnival Services

PRE-PROPOSAL CONFERENCE RFP 2000002933 An optional pre-proposal conference will be held at 10:00 a.m. on November 18, 2019 at the Frying Pan Farm Park Visitors Center, 2709 West Ox Road, Herndon, Virginia 20171. Following the meeting at Frying Pan Farm Park any interested parties may go to Lewinsville Park at 1659 Chain Bridge Road, McLean Virginia 22101 to view the site. The purpose of this conference is to allow potential offerors an opportunity to present questions, obtain clarification relative to any facet of this solicitation and to view the location where the services will be provided. While attendance at this, conference will not be a prerequisite to submitting a proposal, offerors who intend to submit a proposal are encouraged to attend. Bring a copy of the solicitation with you. Any changes resulting from this conference will be issued in a written addendum to the solicitation. All questions pertaining to this RFP should be submitted in writing to the contract specialist at

dpmmteam2@fairfaxcounty.gov. mailto:dpmmteam2@fairfaxcounty.gov FAIRFAX COUNTY V I R G I N I A TELEPHONE: (703) 324-3201 FAX: (703) 324-3228 TTY: 711 ISSUE DATE: October 25, 2019 REQUEST FOR PROPOSAL NUMBER: RFP 2000002933 TITLE: Carnival Services DEPARTMENT: Park Authority DUE DATE/TIME: December 9, 2019 @ 11:00a.m. CONTRACT SPECIALIST : Cindy Joy, 703-324-3276 cindy.joy@fairfaxcounty.gov Proposals - In accordance with the following and in compliance with all terms and conditions, unless otherwise noted, the undersigned offers and agrees, if the proposal is accepted, to furnish items or services for which prices are quoted, delivered or furnished to designated points within the time specified. It is understood and agreed that with respect to all terms and conditions accepted by Fairfax County the items or services offered and accompanying attachments shall constitute a contract. Note: Fairfax County does not discriminate against faith-based organizations in accordance with the Code of Virginia, § 2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment in the performance of its procurement activity. NAME AND ADDRESS OF FIRM: Telephone/Fax No.: E-Mail Address: Federal Employer Identification No or Federal Social Security No.(Sole Proprietor) Prompt Payment Discount: __% for payment within ___days/net ___ days State Corporation Commission (SCC) Identification No. By signing this proposal, Offeror certifies, acknowledges, understands, and agrees to be bound by the conditions set forth in the General Conditions and Instructions to Bidders as described in Appendix A, the Certification Regarding Ethics in Public Contracting, by any other relevant certifications set forth in Attachment A, and the Affirmation of Legally Required Contract Terms set forth in Attachment - I. Vendor Legally Authorized Signature Date Print Name and Title Sealed proposals subject to terms and conditions of this Request for Proposal will be received by the Fairfax County Purchasing Agent at 12000 Government Center Parkway, Suite 427, Fairfax, Virginia 22035-0013 until the date/time specified above. AN EQUAL OPPORTUNITY PURCHASING ORGANIZATION (DPSM32) rev 07/2018 DEPARTMENT OF PROCUREMENT AND MATERIAL MANAGEMENT 12000 GOVERNMENT CENTER PARKWAY, SUITE 427 FAIRFAX, VIRGINIA 22035-0013 www.fairfaxcounty.gov/dpsm mailto:cindy.joy@fairfaxcounty.gov RFP 2000002933 SPECIAL PROVISIONS 1 1. SCOPE OF SERVICES: 1.1. The purpose of this Request for Proposal is to solicit sealed proposals to establish a contract or contracts through competitive negotiation for Carnival Services to include amusement rides, games and food concessions for the Fairfax County 4-H Fair, Farm Harvest Days, and McLean Day. Additional carnival requirements may be added to this contract by mutual agreement during the contract term as needed. 1.2. The resulting contract will be a based on a firm-fixed percentage split agreement based on total gross sales. 2. PRE-PROPOSAL CONFERENCE: 2.1. An optional pre-proposal conference will be held on November 18, 2019 at 10:00 A.M. at the Frying Pan Farm Park Visitors Center, 2709 West Ox Road, Herndon, Virginia 20171. To request reasonable ADA accommodations, call the Department of Procurement and Material Management ADA representative at (703) 324-3201 or TTY 711. Please allow seven working days in advance of the event to make the necessary arrangements. 2.2. The purpose of the pre-proposal conference is to give potential offerors an opportunity to ask questions and to obtain clarification about any aspect of this Request for Proposal. Offerors may submit any questions pertaining to the RFP, in writing, prior to the pre-proposal conference to cindy.Joy@fairfaxcounty.gov. 2.3. Following the meeting at Frying Pan Park any interested parties may go to Lewinsville Park at 1659 Chain Bridge Road, McLean Virginia 22101 to view the site. 3. CONTRACT PERIOD AND RENEWAL: 3.1. This contract will begin on Date of Award and terminate on October 31, 2025. 3.2. The obligation of the County to pay compensation due the contractor under the contract or any other payment obligations under any contract awarded pursuant to this Request for Proposal is subject to appropriations by the Fairfax County Board of Supervisors to satisfy payment of such obligations. The County’s obligations to make payments during subsequent fiscal years are dependent upon the same action. If such an appropriation is not made for any fiscal year, the contract shall terminate effective at the end of the fiscal year for which funds were appropriated and the County will not be obligated to make any payments under the contract beyond the amount appropriated for payment obligations under the contract. The County will provide the contractor with written notice of non-appropriation of funds within thirty (30) calendar days after action is completed by the Board of Supervisors. However, the County’s failure to provide such notice shall not extend the contract into a fiscal year in which sufficient funds have not been appropriated. 4. BACKGROUND AND GENERAL INFORMATION: 4.1. Event Information: Fairfax County 4-H Fair : This is a four (4) day event, scheduled to take place during the first full weekend of August starting on the Thursday before and continuing through the weekend. Held at Fring Pan Park, the Fairfax County 4-H Fair includes carnival rides, food and games. The park and 4-H activities include but are not limited to additional food sales, wagon rides, live entertainment, animal competitions and exhibits, static exhibits of 4-H and open class projects, educational and community service exhibits and demonstrations and merchandise/service vendors. RFP 2000002933 SPECIAL PROVISIONS 2 Farm Harvest Days: This is a three (3) day event during the weekend after Columbus Day starting on the Friday evening after Columbus Day and continuing through the weekend. Rain or inclement weather dates are not available. Held at Frying Pan Park, the Farm Harvest Days includes carnival rides, food and games. Saturday and Sunday the park has a range of free farm activities and demonstrations, wagon rides, and additional food sales. McLean Day: This is a 2-day event, held on the 3rd Friday in May from 2:00 PM - 7:00 PM (for small and large rides only) and the 3rd Saturday in May from 11:00 AM – 5:00 PM (for small and large rides with the festival). Held on the grounds of Lewinsville Park located at 1659 Chain Bridge Road, McLean Virginia. This event typically attracts 5,000 -18,000 guests. The event is funded and planned by the McLean Community Center. 4.2. Frying Pan Farm Park: The Fairfax County 4-H Fair and the Farm Harvest Days are held at this site each year. Carnival space is 3.6 acres and can be accessed up to one (1) week in advance. Approximately half is used for rides and the rest is used to accommodate residential vehicles. 4.3. For each of the two (2) events at Frying Pan Farm Park, previous events have included fifteen (15) to nineteen (19) rides. There were nine (9) major and ten (10) minor rides for the Fairfax County 4-H Fair and six (6) major and (10) children’s rides for Farm Harvest days. At least five (5) of the rides were different between each of the events. The carnivasl also included ten (10) game stands and three (3) to four (4) food concessions. One ride must be a Ferris or other type of large wheel. 4.4. Space is limited for vehicle storage. Contractors will need to make arrangements thirty (30) days in advance for their vehicle storage. 4.5. Past Attendance and Gross Revenue: Calendar Year Fairfax County 4-H Fair Farm Harvest Days Annual Totals Gross Income from previous calendar years 2015 $126,503 $31,133 $157,636 2016 $139,526 $41,148 $180,674 2017 $125,508 $50,649 $176,157 2018 $103,317 $32,816 $136,133 Approximate attendance from previous calendar years 2015 29,000 11,000 40,000 2016 28,000 13,000 41,000 2017 25,000 16,000 41,000 2018 22,000 15,000 37,000 Hours of operations Thursday 10:00 a.m. – 3:00 p.m. 6:00 p.m. – 10:00 p.m. Friday 5:00 p.m. – 10:00 p.m. 6:00 p.m. – 10:00 p.m. Saturday 11:00 a.m. – 10:00 p.m. 12:00 p.m. – 10:00 p.m. Sunday 11:00 a.m. – 7:00 p.m. 12:00 p.m. – 7:00 p.m. 4.6 The Lewinsville Park lot space is 68,462 sq ft. Rides shall be set up in two-thirds of the parking lot (except in handicapped parking spaces). Past events included up to eight (8) game concessions and eight to ten (8-10) amusement rides. It also included food sales including popcorn, cotton candy and 16 oz. bottled water. No other food or drink is permitted. RFP 2000002933 SPECIAL PROVISIONS 3 4.7 Setup times, weather depending, begin the 3rd Wednesday in May after 3:00pm through the 3rd Friday in May at approximately 8:00 AM, at which time Fairfax County Government ride inspection will take place . Setup must be coordinated with the MCC Special Events manager. Lighting is minimal in the park. Limited on site vehicle storage can be accommodated earlier if arrangements are made at least thirty (30) days in advance. 4.8 The carnival will consist of nine (9) large carnival rides, three to six (3-6) children’s rides/activities, up to five (5) game booths (no live animals shall be given as prizes), and three to four (3-4) food vending booths. One ride must be a Ferris or other type of large wheel. 5. STATEMENT OF NEEDS: 5.1. The County is seeking proposals from qualified offerors for a fully operational, professional carnival including quality rides (one ride must be a ferris wheel or other type of large wheel), food concessions, game concessions, ticket booth, educational and community service exhibits and demonstrations and merchandise/service vendors. These services shall be referred to as attractions hereafter. 5.2 Contractor must provide an adequate number of trained and experienced in-house staff for all carnival operations. 5.3 Contractor Contractor shall provide an experienced manager, available to meet all requirements including inspection for installation before event and breakdown immediately after the event. 5.4 Conrtractor shall provide all insurance, liceneses and permits for carnival operations. 5.2 Provide a listing of the available attractions prior to the scheduling of the County’s events. 5.3 Provide the agreed upon attractions and must not change any attractions without the prior written consent of the County. 5.4 Work with County staff to advertise and promote the County’s events at least three (3) to four (4) months prior to the start date(s). Any advertisements for County’s events must be approved by County staff prior to being released to the public. 5.5 Contractor shall be solely responsible for carnival setup, operation, breakdown, and cleanup of the attractions for each County event. 5.6 Unless otherwise specified, the setup of the attractions shall take place no later than one (1) week prior to the start date of each County event. The breakdown and clean up shall take place no sooner than the closing time of each County event. The County reserves the right to have their own personnel do an inspection of the rides. This inspection may occur no earlier than seventy two (72) hours prior to the event unless by mutual consent. 5.7 The Contractor is responsible for maintaining, storing and protecting all attractions from all acts of nature, theft, vandalism or other means of damage or destruction. 5.8 Conduct a daily inspection of the attractions prior to that days operations. 5.9 No electricity is available on the fairgrounds. Contractor shall provide their own power source. All waste oil must be remved from site. 5.10 Contractor shall be responsible for collecting monies from all attraction sales related to the each County event, retain control of the pricing of the attractions, and determine the method of sales for the attractions. RFP 2000002933 SPECIAL PROVISIONS 4 5.11 Pricing shall be based on percentage of gross sales. Contractor shall provide a daily income statement and final report of the gross sales for each County event and provide payment to the County immediately following the closing of each County event. List the amount to be reimbursed to the County from a percentage of the gross sales. 5.12 Contractor shall perform the carnival operations in a manner which will ensure the safety of the public and of the county and contractor employees at all times. If at any time the Contractor determines that the safety of the public is at risk and they choose to close an individual attraction and/or in agreement with the County staff determine that the County event must be closed for reasons including, but not limited to, acts of terrorism, permitting/licensing/inspection regulations, labor difficulties (i.e.: strikes, staffing shortages, etc.), transportation difficulties, inclement weather conditions, fuel shortages, mechanical reasons, or any other accidents or circumstances beyond the County’s control, then the County shall not be liable for any costs or expenses incurred by the contractor. 6. TASKS TO BE PERFORMED BY THE COUNTY: 6.1. County staff and the successful offeror shall agree upon which attractions shall be used in each County event. 6.2. The County shall provide a report of any presales for final settlement. Additionally, the County retains the right to observe accounting of the attraction sales at any time during the County’s events. 6.3. Volunteers are available to assist in the distribution of materials to the public from the sales of the attractions (i.e.: wristband distributions). However, neither volunteers nor County staff will be involved with the handling of the monies of the attraction sales. 6.4. The County reserves the right to make the final determination as to whether or not a County event will close. In such cases the County shall not be held liable for any damages or expenses incurred by the successful offeror. 6.5. Tree trimming shall be done as necessary by FCPA staff on FCPA property and coordinated with the successful offeror. Any other tree trimming services on other county property may be done at the county discretion. 6.6. The County reserves the right to have additional food vendors at the events. 6.7. A water source with one standard faucet fed by city water is available for the vendor’s use. 6.8. Two portable toilets are supplied for the carnival staff use for up to one (1) week before the fair starts. Carnival vendor is responsible for damages and additional charges accrued for damages to portable toilets. 6.9. The park provides dumpsters, midway garbage cans, and portable toilets for visitors. 7. TECHNICAL PROPOSAL INSTRUCTIONS: 7.1. The offeror must submit the Technical Proposal addressing each location separately what is being proposed in a separate binder containing the following information. This information will be considered the minimum content of the proposal. Proposal contents shall be arranged in the same order and identified with headings as presented herein: Name of Firm: a. Name of firm submitting proposal; main office address; when organized; if a corporation, when and where incorporated; appropriate Federal, State, and County registration numbers. RFP 2000002933 SPECIAL PROVISIONS 5 Understanding of the Services: b. Understanding of the services needed and technical approach to provide the fullest compliment of attractions within the location space allotted (Reference Special Provisions paragraph 4). Present Solutions: c. Present solutions to meet the requirements as they are analyzed by the offeror and recommend concepts on how to improve the services offered to the public as applicable. Offerors Evidence: d. The Offerors shall present evidence of the following: • A safety program for the riders and staff. • Preventative maintenance plan for rides. • Annual inspection and certification for rides. • Number of attractions available for the each County event. • The addition of new attractions, age of the attraction(s) (five years or newer) and frequency of new additions. • Include copies of any applicable Federal, State, and local permits, and/or licenses governing the provisions of the attractions, and to operate and maintain the attractions in compliance with all applicable laws, ordinances, regulations, and rules of said governmental authorities. Attractions: e. The offeror shall include any pictures and detailed information on rides including but not limited to mechanical rides of varying sizes, games and food concessions of their attractions in their proposal. 7.2. Statement of Qualifications: The statement of qualifications must include the following: a. Organizational and Staff Experience: Offerors must describe their qualifications and experience to perform the work described in this Request for Proposal. Information about experience should include direct experience providing carnival services. b. References: Special notation must be made of similar or related programs performed and must include organization names, addresses, names of contact persons, and telephone numbers for such reference. A minimum of five (5) business references are required and there must be at least three (3) local references. Any customers within a two hundred and fifty (250) mile radius of the Frying Pan Farm Park location are considered a “local reference”. c. Personnel: Full-time staff, part-time staff, and subcontractors who may be assigned direct work on this project should be clearly identifiable, uniformed and knowledgeable for all attractions. Documentation of certified food handlers and equipment operators shall be provided in the offeror’s proposal. Special mention shall be made of supervisors and key personnel, and approximate percentage of the total time each will be available for the events. RFP 2000002933 SPECIAL PROVISIONS 6 8. COST PROPOSAL INSTRUCTIONS: 8.1. The offeror must submit a cost proposal in a separate binder. Offers will be accepted based on the contractor paying the County a percentage of total gross receipts from the operation of rides, games and food concessions. 9. PRICING: 9.1. The resulting contract will be a firm-fixed percentage split agreement, based on gross total sales. The fee(s) will remain firm and will include all charges that may be incurred in fulfilling the requirements of the contract during the first 365 days. Changes in cost for any subsequent contract years may be based on the Consumer Price Index (CPI-U), or other relevant indices, not to exceed 3%. 9.2. The request for a change in the unit price shall include as a minimum, (1) the cause for the adjustment; (2) proposed effective date; and, (3) the amount of the change requested with documentation to support the requested adjustment (i.e., appropriate Bureau of Labor Statistics, Consumer Price Index (CPI-U), change in manufacturer's price, etc.). 9.3. Price decreases shall be made in accordance with paragraph 39 of the General Conditions & Instructions to Offerors. (Appendix A) 10. TRADE SECRETS/PROPRIETARY INFORMATION: 10.1 Trade secrets or proprietary information submitted by an offeror in connection with a procurement transaction shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, offerors must invoke the protections of this section prior to or upon submission of the data or other materials. 10.2 The offeror must identify the data or other materials to be protected and state the reasons why protection is necessary. Disposition of material after award(s) should be stated by the offeror. 10.3 Request for Protection of Trade Secrets or Proprietary Information (Attachment A) is provided as a courtesy to assist offerors desiring to protect trade secrets or proprietary information from disclosure under the Virginia Freedom of Information Act. 10.4 The classification of an entire proposal document, line item prices, and/or total proposal prices as proprietary or trade secrets is not acceptable and may result in rejection of the proposal. 11. CONTACT FOR CONTRACTUAL MATTERS: 11.1. All communications and requests for information and clarifications shall be directed to the following procurement official: Cindy Joy, CPPB, Contract Specialist II Department of Procurement and Material Management Telephone: (703) 324-3276 E-mail: cindy.joy@fairfaxcounty.gov 11.2. No attempt shall be made by any offeror to contact members of the Selection Advisory Committee (SAC) about this procurement (see paragraph 16.3). 12. REQUIRED SUBMITTALS: 12.1. Each Offeror responding to this Request for Proposal must supply all the documentation required in the RFP. Failure to provide documentation with the Offeror's response to the RFP will result in the disqualification of the Offeror's proposal. mailto:cindy.joy@fairfaxcounty.gov RFP 2000002933 SPECIAL PROVISIONS 7 13. SUBMISSION OF PROPOSAL: 13.1. Offerors are required to submit the following: 1. One (1) original Technical Proposal (duly marked) 2. Five (5) copies of the Technical Proposal 3. One (1) original of Cost Proposal (duly marked) 4. Five (5) copies of the Cost Proposal 13.2 It is the Offeror's responsibility to clearly identify and to describe the services being offered in response to the Request for Proposal. Offerors are cautioned that organization of their response, as well as thoroughness is critical to the County's evaluation process. The RFP forms must be completed legibly and in their entirety; and all required supplemental information must be furnished and presented in an organized, comprehensive and easy to follow manner. 13.3 Unnecessarily elaborate brochures of other presentations beyond that sufficient to present a complete and effective proposal is not desired. Elaborate artwork, expensive paper, bindings, visual and other presentation aids are not required. The County encourages the use of recycled paper, therefore it is urged that proposals be submitted on paper made from or with recycled content and be printed on both sides. 13.4 Each original and set of the five (5) copies of the proposal shall consist of: a. Cover sheet (DPMM32) b. Technical proposal as required in the Special Provisions, paragraph 7, TECHNICAL PROPOSAL INSTRUCTIONS (Reference Attachment A ). c. Cost proposal as required in the Special Provisions paragraph 8, COST PROPOSAL INSTRUCTIONS. (Attachment B should be included in the Cost proposal). 13.5. By executing the cover sheet (DPMM32), Offeror acknowledges that they have read this Request for Proposal, understand it, and agree to be bound by its terms and conditions. Proposals may be submitted by mail or delivered in person. 14. ADDENDA: 14.1 Offerors are reminded that changes to the bid, in the form of addenda, are often issued between the issue date and within five (5) days before the due date. All addenda shall be signed and submitted before the due date/time or must accompany the bid. 14.2 Notice of addenda will be posted on eVA and the DPMM current solicitation webpage. It is the Offeror’s responsibility to monitor the web page for the most current addenda at www.fairfaxcounty.gov/solicitation. 15. PROPOSAL ACCEPTANCE PERIOD: Any proposal submitted in response to this solicitation shall be valid for (150) days. At the end of the days the proposal may be withdrawn at the written request of the offeror. If the proposal is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled. 16. BASIS FOR AWARD: 16.1 This Request for Proposal is being utilized for competitive negotiation. Under the competitive negotiation process, a contract may be awarded to the responsible offeror whose proposal is determined to be the most advantageous to the County, taking into consideration price and the evaluation factors set forth in the Request for Proposal. The County reserves the right to make multiple awards as a result of this solicitation. http://www.fairfaxcounty.gov/solicitations RFP 2000002933 SPECIAL PROVISIONS 8 16.2 A Selection Advisory Committee has been established to review and evaluate all proposals submitted in response to this Request for Proposal. The Committee shall conduct a preliminary evaluation of all proposals on the basis of the information provided with the proposal, and the evaluation criteria listed below. Based upon this review, the cost proposals of the highest rated offeror(s) will then be reviewed. 16.3 No Offeror, including any of their representatives, subcontractors, affiliates and interested parties, shall contact any member of the Selection Advisory Committee or any person involved in the evaluation of the proposals. Selection Advisory Committee members will refer any and all calls related to this procurement to the procurement official named in 10.1 above. Failure to comply with this directive may, at the sole discretion of the County, result in the disqualification of an offeror from the procurement process. 16.4 Based on the results of the preliminary evaluation, the highest rated offeror(s) may be invited by the County Purchasing Agent to make oral presentations to the Selection Advisory Committee. This committee will then conduct a final evaluation of the proposals. Selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals, on the basis of the factors involved in the Request for Proposal, including price if so stated in the Request for Proposal. Negotiations shall then be conducted with each of the offerors so selected. After negotiations have been conducted with each offeror so selected, the County shall select the offeror which, in its opinion, has made the best proposal, and shall award the contract to that offeror. 16.5 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 than the others under consideration, a contract may be negotiated and awarded to that offeror. The Committee will make appropriate recommendations to the County Executive and Board of Supervisors, if appropriate, prior to actual award of contract. 16.6 Proposal Evaluation Criteria The following factors will be considered in the award of this contract: a. Experience and Qualifications: (ref. Special Provisions, paragraph 7.2.) (25 points) b. Specific plans or methodology to perform the services (ref. Special Provisions, paragraph 7.1 (45 points) c. Reasonableness of Cost Proposal: (ref. Special Provisions, paragraph 8.1.). (30 points) 16.7 Fairfax County reserves the right to make on-site visitations to assess the capabilities of individual offerors and to contact references provided with the proposal. 16.8 The County Purchasing Agent may arrange for discussions with firms submitting proposals, if required, for the purpose of obtaining additional information or clarification. 16.9 Offerors are advised that, in the event of receipt of an adequate number of proposals, which, in the opinion of the County Purchasing Agent, require no clarifications and/or supplementary information, such proposals may be evaluated without further discussion. Consequently, offerors should provide complete, thorough proposals with the offerors most favorable terms. Should proposals require additional clarification and/or supplementary information, offerors should submit such additional material in a timely manner. 16.10 Proposals which, after discussion and submission of additional clarification and/or supplementary information, are determined to meet the specifications of this Request for Proposal will be classified as "acceptable". Proposals found not to be acceptable will be classified as "unacceptable" and no further discussion concerning same will be conducted. RFP 2000002933 SPECIAL PROVISIONS 9 16.11 The County may cancel this Request for Proposal or reject proposals at any time prior to an award, and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous. 17. INSURANCE: 17.1. The Contractor shall be responsible for its work and every part thereof, and for all materials, tools, equipment, appliances, and property of any and all description used in connection therewith. The Contractor assumes all risks of direct and indirect damage or injury to the property or persons used or employed on or in connection with the work contracted for, and of all damages or injury to any person or property wherever located, resulting from any action, omission, commission or operation under the contract. 17.2. The Contractor shall, during the continuance of all work under the contract provide the following: a. Maintain statutory Worker's Compensation and Employer's Liability insurance in limits of not less than $100,000 to protect the Contractor from any liability or damages for any injuries (including death and disability) to any and all of its employees, including any and all liability or damage which may arise by virtue of any statute or law in force within the Commonwealth of Virginia. b. The Contractor agrees to maintain Commercial General Liability insurance in the amount of $1,000,000 per occurrence/aggregate, to protect the Contractor, its subcontractors, and the interest of the County, its officers and employees against any and all injuries to third parties, including bodily injury and personal injury, wherever located, resulting from any action or operation under the contract or in connection with the contracted work. c. The Contractor agrees to maintain owned, non-owned, and hired Commercial Automobile Liability insurance, in the amount of $1,000,000 per occurrence/aggregate, including property damage, covering all owned, non-owned, borrowed, leased, or rented vehicles operated by the Contractor. In addition, all mobile equipment used by the Contractor in connection with the contracted work will be insured under either a standard Commercial Automobile Liability policy, or a Comprehensive General Liability policy. d. The Contractor agrees to maintain Professional Liability insurance in the amount of $1,000,000 per claim to cover each individual professional staff. e. Liability insurance may be arranged by General Liability and Automobile Liability policies for the full limits required, or by a combination of underlying Liability policies for lesser limits with the remaining limits provided by an Excess or Umbrella Liability policy. f. Rating Requirements: (1) Contractor agrees to provide insurance issued by companies admitted within the Commonwealth of Virginia, with the Best's Key Rating of at least A: VI. (2) European markets including those based in London, and the domestic surplus lines markets that operate on a non-admitted basis are exempt from this requirement provided that the contractor's broker can provide financial data to establish that a market is equal to or exceeds the financial strengths associated with the A.M. Best's rating of A:VI or better. Indemnification: Article 57 of the General Conditions and Instructions to Bidders (Appendix A) shall apply. g. The Contractor will provide an original, signed Certificate of Insurance (COI) citing the contract number and such endorsements as prescribed herein, and shall have it filed with the County Purchasing Agent before any work is started. COI shall name Fairfax County must be named as an additional insurer. RFP 2000002933 SPECIAL PROVISIONS 10 h. The Contractor will secure and maintain all insurance certificates of its subcontractors, if any, which shall be made available to the County on demand. i. If the Contractor delivers services from a County-leased facility, the Contractor is required to carry property insurance on all equipment, to include County-owned installed and maintained equipment used by the Contractor while in their care, custody and control for the use of this contract. The Contractor will provide on demand certified copies of all insurance policies related to the contract within ten (10) business days of demand by the County. These certified copies will be sent to the County from the contractor’s insurance agent or representative. 17.3. No change, cancellation, or non-renewal shall be made in any insurance coverage without a thirty (30) day written notice to the County. The Contractor shall furnish a new certificate prior to any change or cancellation date. The failure of the Contractor to deliver a new and valid certificate will result in suspension of all payments until the new certificate is furnished. 17.4. Precaution shall be exercised at all times for the protection of persons (including employees) and property. 17.5. The County, its officers and employees shall be named as an “additional insured” in the General Liability policies and it shall be stated on the Insurance Certificate that this coverage “is primary to all other coverage the County may possess.” 18. METHOD OF ORDERING: 18.1. The County may use two (2) different methods of placing orders from the final contract: Purchase Orders (PO’s) and approved County procurement cards. 18.2. A Purchase Order (PO) may be issued to the contractor on behalf of the County agency ordering the items/services covered under this contract. The purchase order indicates that sufficient funds have been obligated as required by Title 15.2-1238 of the Code of the Commonwealth of Virginia. 18.3. Procurement Card orders and payments may also be made by the use of a Fairfax County or Fairfax County Public Schools “Procurement” Card. The Procurement Card is currently a Master Card. Contractors are encouraged to accept this method of receiving orders. 18.4. Regardless of the method of ordering used, solely the contract and any modification determine performance time and dates. 18.5. Performance under this contract is not to begin until receipt of the purchase order, Procurement Card order, or other notification to proceed by the County Purchasing Agent and/or County agency to proceed. Purchase requisitions shall not be used for placing orders. 19. REPORTS: 19.1 The Contractor must maintain all records in compliance with federal and state regulations. The Contractor(s) must submit to each program administrator, monthly statistical reports and an annual tabulated report. 20. CHANGES: 20.1. Fairfax County may, at any time, by written order, require changes in the services to be performed by the Contractor. If such changes cause an increase or decrease in the Contractors cost of, or time required for, performance of any services under this contract, an equitable adjustment shall be made and the contract shall be modified in writing accordingly. The County Purchasing Agent must approve all work that is beyond the scope of this Request for Proposal. RFP 2000002933 SPECIAL PROVISIONS 11 20.2. No services for which an additional cost or fee will be charged by the Contractor shall be furnished without the prior written authorization of the Fairfax County Purchasing Agent. 21. DELAYS AND SUSPENSIONS: 21.1. The County may direct the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time deemed appropriate for the convenience of the County. The County will extend the Contractor's time of completion by a period of time that in the discretion of the Purchasing Agent is reasonably suited for completion of work. The County may further amend the contract by mutual agreement for any increase in the cost of performance of the contract (excluding profit) resulting solely from the delay or suspension of the contract. No adjustment shall be made under this clause for any delay or interruption resulting from any other cause, including the fault or negligence of the Contractor. 21.2. If the County does not direct the Contractor, in writing, to suspend, delay, or interrupt the contract, the Contractor must give the County Purchasing Agent written notice if Fairfax County fails to provide data or services that are required for contract completion by the Contractor. The County may extend the Contractor's time of completion by a period of time that in the discretion of the Purchasing Agent is reasonably suited for completion of work. The County may further amend the contract by mutual agreement for any increase in the cost of performance of the contract (excluding profit) resulting solely from the delay or suspension of the contract. No adjustment shall be made under this clause for any delay or interruption resulting from any other cause, including the fault or negligence of the Contractor. 21.3. The Contractor shall continue its work on other phases of the project or contract, if in the sole discretion of the Purchasing Agent such work is not impacted by the County’s delay, suspension, or interruption. All changes to the work plan or project milestones shall be reflected in writing as a contract amendment. 22. ACCESS TO AND INSPECTION OF WORK: 22.1. The Fairfax County Purchasing Agent and using agencies will, at all times, have access to the work being performed under this contract wherever it may be in progress or preparation. 23. DATA SOURCES: 23.1. The County will provide the Contractor all available data possessed by the County that relates to this contract. However, the Contractor is responsible for all costs for acquiring other data or processing, analyzing or evaluating County data. 24. SAFEGUARDS OF INFORMATION: 24.1. Unless approved in writing by the County Purchasing Agent, the Contractor may not sell or give to any individual or organization any information, reports, or other materials given to, prepared or assembled by the Contractor under the final contract. 25. ORDER OF PRECEDENCE: 25.1. In the event of conflict, the Acceptance Agreement (provided at contract award) and the Special Provisions of this contract shall take precedence over the General Conditions and Instructions to Bidders, (Appendix A). 26. SUBCONTRACTING: 26.1 If one or more subcontractors are required, the contractor is encouraged to utilize small, minority-owned, and women-owned business enterprises. For assistance in finding subcontractors, contact the Virginia Department of Small Business and Supplier Diversity https://www.sbsd.virginia.gov; local chambers of commerce and other business organizations. RFP 2000002933 SPECIAL PROVISIONS 12 27. USE OF CONTRACT BY OTHER PUBLIC BODIES: 27.1. Reference Paragraph 70, General Conditions and Instructions to Bidders, Cooperative Purchasing. Offerors are advised that the resultant contract(s) may be extended, with the authorization of the Offeror, to other public bodies, or public agencies or institutions of the United States to permit their use of the contract at the same prices and/or discounts and terms of the resulting contract. If any other public body decides to use the final contract, the Contractor(s) must deal directly with that public body concerning the placement of orders, issuance of purchase orders, contractual disputes, invoicing and payment. The County of Fairfax acts only as the "Contracting Agent" for these public bodies. Failure to extend a contract to any public body will have no effect on consideration of your offer. (See Attachment B for sample listing). 27.2. It is the Contractors responsibility to notify the public body(s) of the availability of the contract(s). 27.3. Other public bodies desiring to use this contract will need to make their own legal determinations as to whether the use of this contract is consistent with their laws, regulations, and other policies. 27.4. Each public body has the option of executing a separate contract with the Contractor(s). Public bodies may add terms and conditions required by statute, ordinances, and regulations, to the extent that they do not conflict with the contracts terms and conditions. If, when preparing such a contract, the general terms and conditions of a public body are unacceptable to the Contractor, the Contractor may withdraw its extension of the award to that public body. 27.5. Fairfax County shall not be held liable for any costs or damages incurred by another public body as a result of any award extended to that public body by the Contractor. 28. NEWS RELEASE BY VENDORS: 28.1. As a matter of policy, the County does not endorse the products or services of a contractor. News releases concerning any resultant contract from this solicitation will not be made by a contractor without the prior written approval of the County. All proposed news releases will be routed to the Purchasing Agent for review and approval. 29. AMERICANS WITH DISABILITIES ACT REQUIREMENTS: 29.1. Fairfax County Government is fully committed to the Americans with Disabilities Act (ADA) which guarantees non-discrimination and equal access for persons with disabilities in employment, public accommodations, transportation, and all County programs, activities and services. Fairfax County government contractors, subcontractors, vendors, and/or suppliers are subject to this ADA policy. All individuals having any County contractual agreement must make the same commitment. Your acceptance of this contract acknowledges your commitment and compliance with ADA. 29.2. Fairfax County is committed to a policy of nondiscrimination in all County programs, services, and activities and will provide reasonable accommodations upon request. Bidders requesting special accommodations should call the Department ADA representative at (703) 324-3201 or TTY 711. Please allow seven (7) working days in advance of the event to make the necessary arrangements. RFP 2000002933 SPECIAL PROVISIONS 13 30. STATE CORPORATION COMMISSION IDENTIFICATION NUMBER: 30.1. Pursuant to Code of Virginia, §2.2-4311.2 subsection B, a bidder or offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 is required to include in its bid or proposal the identification number issued to it by the State Corporation Commission (SCC). Any bidder or 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 is required to include in its bid or proposal a statement describing why the bidder or offeror is not required to be so authorized. Any bidder or offeror that fails to provide the required information may not receive an award. RFP 2000002933 Attachment A 14 COUNTY OF FAIRFAX COMMONWEALTH OF VIRGINIA GENERAL CONDITIONS AND INSTRUCTIONS TO BIDDERS BIDS ON SOLICITATIONS ISSUED BY THE COUNTY WILL BIND BIDDERS TO THE APPLICABLE CONDITIONS AND REQUIREMENTS IN THE GENERAL CONDITIONS AND INSTRUCTIONS TO BIDDERS (GCIB) UNLESS OTHERWISE SPECIFIED IN THE SOLICITATION AND SUBJECT TO APPLICABLE STATE, LOCAL, AND FEDERAL LAWS. BIDDERS OR THEIR AUTHORIZED REPRESENTATIVES SHOULD INFORM THEMSELVES FULLY AS TO THE CONDITIONS, REQUIREMENTS, AND SPECIFICATIONS OF EACH COUNTY PROCUREMENT BEFORE SUBMITTING BIDS. FAILURE TO DO SO WILL BE AT THE BIDDER'S OWN RISK AND RELIEF CANNOT BE SECURED ON THE PLEA OF ERROR. 1. AUTHORITY: The Purchasing Agent has the sole responsibility and authority for purchasing supplies, materials, equipment, and services, except as excluded in the Fairfax County Purchasing Resolution. The Purchasing Agent’s responsibility and authority includes, but is not limited to, issuing and modifying solicitations, negotiating and executing contracts, and placing purchase orders. In discharging these responsibilities, the Purchasing Agent may be assisted by contract specialists. Unless specifically delegated by the Purchasing Agent, no other County officer or employee is authorized to order supplies or services, enter into purchase negotiations or contracts, or in any way obligate the government of the County of Fairfax for an indebtedness. Any purchase ordered or contract made that is contrary to these provisions and authorities shall be of no effect, void, and does not bind the County. 2. DEFINITIONS: Unless otherwise defined in the GCIB, capitalized terms shall have the meanings defined by the Fairfax County Purchasing Resolution. AGENCY: Any Department, Agency, Authority, Commission, Board or other unit in the Administrative Service of the County. BID: The offer of a bidder to provide specific goods or services at specified prices and/or other conditions specified in the solicitation. BIDDER/OFFEROR: Any individual, company, firm, corporation, partnership or other organization bidding on solicitations issued by the Purchasing Agent and offering to enter into contracts with the County. The term "bidder" will be used throughout this document and shall be construed to mean "offeror" where appropriate. CONTRACTOR: Any individual, company, firm, corporation, partnership or other organization to whom an award is made by the County. INVITATION FOR BID (IFB): A request which is made to prospective suppliers (bidders) for their quotation on goods or services desired by the County. The issuance of an IFB will contain or incorporate by reference the specifications and contractual terms and conditions applicable to the procurement. PURCHASING AGENT: The Purchasing Agent employed by the Board of Supervisors of Fairfax County, Virginia. REQUEST FOR PROPOSAL (RFP): A request for an offer from prospective offerors which will indicate the general terms which are sought to be procured from the offeror. The RFP will specify the evaluation factors to be used and will contain or incorporate by reference other contractual terms and conditions applicable to the procurement. SOLICITATION: The process of notifying prospective bidders that the County wishes to receive bids on a set of requirements to provide goods or services. The notification of County requirements may consist of public advertising (newspaper, County Web Site, or other electronic notification), the mailing of Notices of Solicitation, Invitation for Bid (IFB) or Request for Proposal (RFP), the public posting of notices, issuance of an informal solicitation to include telephone calls to prospective bidders. CONDITIONS OF BIDDING 3. BID FORMS: Unless otherwise specified in the solicitation, all bids must be (i) submitted on the forms provided by the County, including the bid Cover Sheet and Pricing Schedule(s); (ii) properly signed in ink in the identified spaces; and (iii) submitted in a sealed envelope or package. If the bid prices or any other submissions differ on the copy of the submitted bid, the ORIGINAL copy shall prevail. 4. LATE BIDS & MODIFICATIONS OF BIDS: a. Bids or proposals received after the date and time specified for receipt in the solicitation will not be considered. b. If an emergency, unanticipated event, or closing of County offices interrupts or suspends normal County business operations so that bids cannot be received at the County office designated for receipt of bids by the exact time specified in the solicitation, then bids will be due at the same time of day specified in the solicitation on the first work day that normal County business operations resume. RFP 2000002933 Attachment A General Conditions and Instructions to Bidders 15 c. The official time used for receipt of bids/modifications is the time and date stamp clock located in the Department of Procurement & Material Management. No other clocks, calendars or timepieces are recognized. All bidders must ensure all bids/modifications are received prior to the scheduled due date/time. 5. WITHDRAWAL OF BIDS: Bids shall be withdrawn only as set forth in the Fairfax County Purchasing Resolution. 6. ERRORS IN BIDS: When an error is made in extending total prices, the unit bid price will govern. Erasures in bids must be initialed by the bidder. Bidders are cautioned to recheck their bids for possible error. Errors discovered after public opening cannot be corrected and the bidder will be required to perform if its bid is accepted. 7. LABELING OF BIDS: All bids and proposals submitted in response to a County solicitation must be submitted in a sealed envelope or package identified with the solicitation number, title, and bidder’s name and address clearly marked on the outside of the envelope or package. 8. ACCEPTANCE OF BIDS/BINDING 90 DAYS: Unless otherwise specified, all formal bids submitted shall be binding for ninety (90) calendar days following bid opening date, unless extended by mutual consent of all parties. 9. CONDITIONAL BIDS: Conditional bids may be rejected in whole or in part. 10. BIDS FOR ALL OR PART: The Purchasing Agent reserves the right to make award on all items in the aggregate or on any of the items on an individual basis, whichever is in the best interest of the County. A bidder may restrict its bid to consideration in the group aggregate by so stating, but must name a single unit price on each item bid. Any bid in which the bidder names a total price for all the articles without quoting a unit price for each and every separate item may not be considered for award. 11. AREA BIDS: For the purchase and delivery of certain goods and services the County may be divided into Areas (e.g., Areas I, II, III, and IV). When such goods and services are included in the Pricing Schedule, bidders may bid on all areas or an individual area. A map showing the areas of the County will be furnished with the solicitation when required. 12. RECEIPT OF BIDS: Bids received prior to the time of opening will be securely kept, unopened by the County. No responsibility will attach to the Purchasing Agent or her representative for the premature opening of a bid not properly addressed and identified. Unless specifically authorized in the solicitation, telegraphic, electronic, or facsimile bids/modifications will not be considered by the County. 13. BID OPENING: All bids received in response to an Invitation for Bid (IFB) will be opened at the date, time and place specified, read publicly, and made available for inspection as provided in paragraph 62, General Conditions and Instructions to Bidders. The Purchasing Agent’s representative assigned to open the bids will decide when the specified time for bid opening has arrived. Tabulations of bids received are posted on the County’s website at: http://www.fairfaxcounty.gov/procurement/bid-tab Proposals received in response to a Request for Proposal (RFP) will be made available as provided in Paragraph 62, General Conditions and Instructions to Bidders. 14. OMISSIONS & DISCREPANCIES: Any items or parts of any equipment listed in this solicitation that clearly necessary for the operation and completion of such equipment, but are: (i) not fully described by the County; or (ii) are omitted by the County from such specification, shall be considered a part of such equipment even if not directly specified or called for in the specifications. If a bidder finds discrepancies or ambiguities in, or omissions from, the solicitation, including the drawings and/or specifications, it shall notify the Purchasing Agent at least five (5) days prior to the date set for the opening of bids. If necessary, the Purchasing Agent will send a written addendum for clarification to all bidders no later than three (3) days before the date set for opening of bids. Notifications regarding specifications will not be considered if received within five days of the date set for opening of bids. 15. BIDDER INTERESTED IN MORE THAN ONE BID: If more than one bid is offered by a bidder, directly or indirectly, all such bids may be rejected. A bidder who has quoted prices on work, materials, or supplies to a bidder is not disqualified from quoting prices to other bidders or firms submitting a bid directly for the work, materials or supplies. 16. TAX EXEMPTION: The County is exempt from the payment of any federal excise or any Virginia sales tax. Fairfax County's Federal Excise Tax Exemption Number is 54-74-0127K. 17. PROHIBITION AGAINST UNIFORM PRICING: The Purchasing Agent encourages open and competitive bidding by all possible means and endeavors to obtain the maximum degree of open competition on all purchase transactions using the methods of procurement authorized by the Fairfax County Purchasing Resolution. Each bidder, by virtue of submitting a bid, guarantees that it has not been a party with other bidders to an agreement to bid a fixed or uniform price. Violation of this implied guarantee shall render void the bids of participating bidders. Any disclosure to or acquisition by a competitive bidder, in advance of the opening of the bids, of the terms or conditions of the bid submitted by another competitor may render the entire proceedings void and may require re-advertising for bids. SPECIFICATIONS 18. CLARIFICATION OF TERMS: If any prospective bidder has questions about the specifications or other solicitation documents, the prospective bidder should contact the contract specialist whose name appears on the face of the solicitation no later than five working dates before the due date. Any revisions to the solicitation will be made only be addendum issued by the contract specialist. http://www.fairfaxcounty.gov/procurement/bid-tab RFP 2000002933 Attachment A General Conditions and Instructions to Bidders 16 19. BRAND NAME OR EQUAL ITEMS: Unless otherwise provided in the Invitation for Bid, the name of a certain brand, make or manufacturer does not restrict bidders to the specific brand, make or manufacturer named; it conveys the general style, type, character, and quality of the article desired. Any article that the County in its sole discretion determines to be the equivalent of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The bidder is responsible for clearly and specifically identifying the product being offered and providing sufficient descriptive literature, catalog cuts and technical detail to enable the County to determine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make, or manufacturer specified. Failure to furnish adequate data for evaluation purposes may result in declaring a bid nonresponsive. Unless the bidder clearly indicates in its bid that the product is an equivalent product, such bid will be considered to offer the brand name product referenced in the solicitation. 20. SPECIFICATIONS: When a solicitation contains a specification that states no substitutes, no deviation therefrom will be permitted and the bidder will be required to furnish articles in conformity with that specification. The bidder must abide by and comply with the true intent of the specifications and not take advantage of any unintentional error or omission, but shall fully complete every part as the true intent and meaning of the specifications and drawings. Whenever the mention is made of any articles, material, or workmanship to be in accordance with laws, ordinances, building codes, underwriter's codes, A.S.T.M. regulations or similar expressions, the requirements of these laws, ordinances, etc., shall be construed as to the minimum requirements of these specifications. AWARD 21. AWARD OR REJECTION OF BIDS: The Purchasing Agent shall award the contract to the lowest responsive and responsible bidder complying with all provisions of the IFB, provided the bid price is reasonable and it is in the best interest of the County to accept it. Awards made in response to a RFP will be made to the highest qualified offeror whose proposal is determined, in writing, to be the most advantageous to the County taking into consideration the evaluation factors set forth in the RFP. The Purchasing Agent reserves the right to award a contract by individual items, in the aggregate, or in combination thereof, or to reject any or all bids and to waive any informality in bids received whenever such rejection or waiver is in the best interest of the County. Award may be made to as many bidders as deemed necessary to fulfill the anticipated requirements of Fairfax County. The Purchasing Agent also reserves the right to reject the bid of a bidder deemed to be a non-responsible bidder. In determining the responsibility of a bidder, the following criteria will be considered: a. The ability, capacity and skill of the bidder to perform the contract or provide the service required; b. Whether the bidder can perform the contract or provide the service promptly, or within the time specified, without delay or interference; c. The character, integrity, reputation, judgment, experience and efficiency of the bidder; d. The quality of performance of previous contracts or services; e. The previous and existing compliance by the bidder with laws and ordinances relating to the contract or services; f. The sufficiency of the financial resources and ability of the bidder to perform the contract or provide the service; g. The quality, availability and adaptability of the goods or services to the particular use required; h. The ability of the bidder to provide future maintenance and service for the use of the subject of the contract; i. Whether the bidder is in arrears to the County on debt or contract or is a defaulter on surety to the County or whether the bidder's County taxes or assessments are delinquent; and j. Such other information as may be secured by the Purchasing Agent having a bearing on the decision to award the contract. If an apparent low bidder is not awarded a contract for reasons of non-responsibility, the Purchasing Agent shall so notify that bidder and shall have recorded the reasons in the contract file. 22. NOTICE OF ACCEPTANCE/CONTRACT DOCUMENTS: A written award (or Acceptance Agreement) mailed or otherwise furnished to the successful bidder within the time for acceptance specified in the solicitation shall result in a binding contract. The following documents, which are included in the solicitation, are incorporated by reference in and made part of the resulting contract: a. County of Fairfax Solicitation Form (Cover Sheet) and other documents which may be incorporated by reference, if applicable b. Acceptance Agreement c. General Conditions and Instructions to Bidders d. Special Provisions and Specifications e. Pricing Schedule f. Any Addenda/Amendments/Memoranda of Negotiations 23. TIE-BIDS: If all bids are for the same total amount or unit price (including authorized discounts and delivery times), and if the public interest will not permit the delay of re-advertisement for bids, the Purchasing Agent is authorized to award the contract to the tie bidder that has its principal place of business in the County, or if there be none, to the resident Virginia tie bidder, or if there be none, to one of the tie bidders by drawing lots in public; or the Purchasing Agent may purchase the goods or services in the open market except that the price paid shall not exceed the lowest contract bid price submitted for the same goods or services. The decision of the County to make award to one or more such bidders shall be final. 24. PROMPT PAYMENT DISCOUNT: a. Unless otherwise specified in the solicitation, prompt payment discounts requiring payment in less than fifteen (15) days will not be considered in evaluating a bid for award. However, even though not considered in the evaluation, such discounts will be taken if payment is to be made within the discount period. RFP 2000002933 Attachment A General Conditions and Instructions to Bidders 17 b. If a discount for prompt payment is allowed, the discount period will begin on the date of receipt of a properly completed invoice or acceptance of materials or services, whichever is later. c. For determining acceptance of supplies in accordance with the provisions of the prompt payment discount paragraph, inspection and acceptance shall be accomplished only after examination (including testing) of supplies and services to determine whether the supplies and services conform to the contract requirements. For the purpose of earning the discount, payment is deemed to be made as of the date of mailing of the County check or issuance of an Electronic Funds Transfer, or completion of a credit card transaction. 25. INSPECTION-ACCEPTANCE: Acceptance shall occur only after receipt and inspection provided such inspection, as appropriate, is accomplished within a reasonable time. The County reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications. 26. DEFINITE BID QUANTITIES: Where definite quantities are specifically stated, acceptance will bind the County to order quantities specified and to pay for, at contract prices, all such supplies or services delivered that meet specifications and conditions of the contract. However, the County will not be required to accept delivery of any balances unordered, as of the contract expiration date, unless the Contractor furnished the Purchasing Agent with a statement of unordered balances not later than ten (10) days after the termination date of the contract. 27. REQUIREMENT BID QUANTITIES: On "Requirement" bids, acceptance will bind the County to pay for, at unit bid prices, only quantities ordered and delivered. Where the County specifies estimated quantities, the Contractor shall not be required to deliver more than ten (10) percent in excess of the estimated quantity of each item, unless otherwise agreed upon. CONTRACT PROVISIONS 28. TERMINATION OF CONTRACTS: Contracts will remain in force for full periods specified and/or until all articles ordered before date of termination shall have been satisfactorily delivered and accepted and thereafter until all requirements and conditions shall have been met, unless: a. Terminated prior to expiration date by satisfactory deliveries of entire contract requirements, or upon termination by the County for Convenience or Cause. b. Extended upon written authorization of the Purchasing Agent and accepted by Contractor, to permit ordering of unordered balances or additional quantities at contract prices and in accordance with contract terms. 29. TERMINATION FOR CONVENIENCE: A contract may be terminated in whole or in part by the County in accordance with this clause whenever the Purchasing Agent determines that such a termination is in the best interest of the County. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance shall be terminated and the date upon which termination becomes effective. An equitable adjustment in the contract price shall be made for completed service, but no amount shall be allowed for anticipated profit on unperformed services. 30. TERMINATION OF CONTRACT FOR CAUSE: a. If, through any cause, the Contractor fails to fulfill in a timely and proper manner its obligations under this contract, or if the Contractor violates any of the covenants, agreements, or stipulations of this contract, the County shall have the right to terminate the contract. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance shall be terminated and the date upon which termination becomes effective. In such event all finished or unfinished documents, data, studies, surveys, drawings, maps, models, and reports prepared by the Contractor under the contract shall, at the option of the County, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents. b. Termination of the Contract for Cause does not relieve the Contractor of liability to the County for damages sustained by the County by virtue of any breach of contract by the Contractor for the purpose of set off until such time as the exact amount of damages due to the County from the Contractor is determined. 31. CONTRACT ALTERATIONS: No alterations in the terms of a contract shall be valid or binding upon the County unless made in writing and signed by the Purchasing Agent or her authorized agent. 32. SUBLETTING OF CONTRACT OR ASSIGNMENT OF CONTRACT FUNDS: It is mutually understood and agreed that the Contractor shall not assign, transfer, convey, sublet or otherwise dispose of his or her contractual duties to any other person, firm or corporation, without the previous written consent of the Purchasing Agent. If the Contractor desires to assign its right to payment of the contract, Contractor shall notify the Purchasing Agent immediately, in writing, of such assignment of right to payment. In no case shall such assignment of contract relieve the Contractor from its obligations or change the terms of the contract. 33. FUNDING: The obligation of the County to pay compensation due the Contractor under the contract or any other payment obligations under any contract awarded pursuant to this contract is subject to appropriations by the Fairfax County Board of Supervisors to satisfy payment of such obligations. The County’s obligations to make payments during subsequent fiscal years are dependent upon the same action. If such an appropriation is not made for any fiscal year, the contract shall terminate effective at the end of the fiscal year for which funds were appropriated and the County will not be obligated to make any payments under the contract beyond the amount appropriated for payment obligations under the contract. The County will provide the Contractor with written notice of non-appropriation of funds within thirty (30) calendar days after action is completed by the Board of Supervisors. However, the County’s failure to provide such notice will not extend the contract into a fiscal year in which sufficient funds have not been appropriated. RFP 2000002933 Attachment A General Conditions and Instructions to Bidders 18 34. DELIVERY/SERVICE FAILURES: If a Contractor (i) fails to deliver goods or services within the time specified or within a reasonable time as interpreted by the Purchasing Agent; or (ii) fails to make replacements or corrections of rejected articles or services when so requested, immediately or as directed by the Purchasing Agent, then the Purchasing Agent shall have the authority to purchase in the open market goods or services of comparable grade or quality to replace goods or services not delivered or rejected. On all such purchases, the Contractor shall reimburse the County, within a reasonable time specified by the Purchasing Agent, for any expense incurred in excess of contract prices. Such purchases shall be deducted from the contract quantities if applicable. Should public necessity demand it, the County reserves the right to use or consume articles delivered or services performed which are substandard in quality, subject to an adjustment in price to be determined by the Purchasing Agent. 35. NON-LIABILITY: The Contractor shall not be liable in damages for delay in shipment or failure to deliver when such delay or failure is the result of fire, flood, strike, the transportation carrier, act of God, act of Government, act of an alien enemy or by any other circumstances which, in the Purchasing Agent's opinion, are beyond the reasonable control of the Contractor. Under such circumstances, however, the Purchasing Agent may, at her discretion terminate the contract. 36. NON-DISCRIMINATION: During the performance of this contract, the Contractor agrees as follows: a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. b. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer. c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. d. The Contractor will include the provisions of the foregoing paragraphs a, b, and c above in every subcontract or purchase order of over $10,000 so that the provisions will be binding upon each subcontractor or vendor. e. Contractor shall, throughout the term of this contract, comply with the Human Rights Ordinance, Chapter 11 of the Code of the County of Fairfax, Virginia, as reenacted or amended. Contractor shall further require that all of its subcontractors will comply with the Human Rights Ordinance, Chapter 11 of the Code of the County of Fairfax, Virginia, as reenacted or amended. 37. SMALL, WOMEN-OWNED, AND MINORITY-OWNED BUSINESS USE: a. It is the declared policy of the County of Fairfax, through its Small and Minority Business Enterprise Program, that Fairfax County and its employees undertake every effort to increase opportunity for use of small or minority businesses in all aspects of procurement to the maximum extent feasible. b. Where it is practicable for any portion of the awarded contract to be subcontracted to other suppliers, the contractor is encouraged to offer such subcontracting opportunities to small, women and minority businesses. c. Where Federal grants or monies are involved, it is the policy of Fairfax County, through its agents and employees, to comply with the requirements set forth in the 2 CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, as they pertain to small and minority business use. 38. GUARANTEES & WARRANTIES: All guarantees and warranties required shall be furnished by the Contractor and shall be delivered to the Purchasing Agent before contract execution. Unless otherwise stated, manufacturer's standard warranty applies. 39. PRICE REDUCTION: If the Contractor makes a general price reduction for any material covered by the solicitation to customers generally, an equivalent price reduction shall apply to this contract for the duration of the contract period (or until the price is further reduced). Such price reduction shall be effective at the same time and in the same manner as the reduction in the price to customers generally. For purpose of this provision, a "general price reduction" shall mean any horizontal reduction in the price of an article or service offered (1) to Contractor's customers generally, or (2) in the Contractor's price schedule for the class of customers (i.e., wholesalers, jobbers, or retailers), which was used as the basis for bidding on this solicitation. An occasional sale at a lower price, or sale of distressed merchandise at a lower price is not a "general price reduction" under this provision. The Contractor shall submit its invoice at such reduced prices indicating on the invoice that the reduction is pursuant to the "Price Reduction" provision of the contract documents. The Contractor will also within ten days of any general price reduction notify the Purchasing Agent of such reduction by letter. FAILURE TO DO SO MAY RESULT IN TERMINATION OF THE CONTRACT. 40. CHANGES: If in the Purchasing Agent’s opinion, it becomes proper or necessary in the execution of this contract to make any change in design, or to make any alterations that will increase the expense, the Purchasing Agent shall determine an equitable adjustment to the Contractor’s compensation. No payment shall be made to the Contractor for any extra material or services, or of any greater amount of money than stipulated to be paid in the contract, unless some changes in or additions to the contract requiring additional outlay by the Contractor are first expressly authorized and ordered in writing by contract amendment or otherwise furnished by the Purchasing Agent. 41. PLACING OF ORDERS: Orders against contracts will be placed with the Contractor by Purchase Order or Procurement Card (P-Card) executed and released by the Purchasing Agent or their designee. When a Blanket Purchase Order has been released by the Purchasing Agent, telephonic orders may be placed directly with the Contractor by authorized personnel in the ordering Agency. RFP 2000002933 Attachment A General Conditions and Instructions to Bidders 19 DELIVERY PROVISIONS 42. SHIPPING INSTRUCTIONS - CONSIGNMENT: Unless otherwise specified in the solicitation each case, container, package, etc., delivered under the contract must be plainly marked, stating the Contractor's name, purchase order number, and delivery address as indicated in the order. Deliveries must be made within the hours of 8:00 AM - 3:00 PM. Deliveries at any other time will not be accepted unless specific arrangements have been previously made with the receiver at the delivery point. No deliveries will be accepted on Saturdays, Sundays and holidays, unless previous arrangements have been made. It shall be the responsibility of the Contractor to insure compliance with these instructions for items that are drop-shipped. 43. RESPONSIBILITY FOR MATERIALS OR GOODS TENDERED: Unless otherwise specified in the solicitation, the Contractor is responsible for the materials or supplies covered by the contract until they are delivered at the delivery point designated by the County. The Contractor bears all risk of loss on rejected materials or supplies after notice of rejection. Rejected materials or supplies must be removed by and at the expense of the Contractor promptly after notification of rejection, unless public health and safety require immediate destruction or other disposal of rejected delivery. If rejected materials are not removed by the Contractor within ten (10) days after date of notification, the County may return the rejected materials or supplies to the Contractor at its risk and expense or dispose of them as the County’s own property. 44. INSPECTIONS: Inspection and acceptance of materials or supplies will be made after delivery at the designated destinations unless otherwise stated. If inspection is made after delivery at the designated destination, the County will bear the expense of inspection except for the value of samples used in case of rejection. Final inspection is conclusive except in regard to latent defects, fraud or such gross mistakes as to amount to fraud. Final inspection and acceptance or rejection of the materials or supplies will be made as promptly as practicable, but failure to inspect and accept or reject materials or supplies shall not impose liability on the County for such materials or supplies as are not in accordance with the specifications. 45. COMPLIANCE: Delivery must be made as ordered and in accordance with the contract or as directed by the Purchasing Agent when not in conflict with the contract. The decision of the Purchasing Agent as to reasonable compliance with delivery terms shall be final. If the Contractor claims the delay in receipt of goods was caused by the County, the Contractor must provide evidence satisfactory to the Purchasing Agent supporting the Contractor’s claim. Any request for extension of delivery time from that specified in the contract must be approved by the Purchasing Agent, such extension applying only to the particular item or shipment affected. If the Contractor is delayed by the County, there shall be added to the time of completion a time equal to the period of such delay caused by the County. However, the Contractor shall not be entitled to claim damages or extra compensation for such delay or suspension. These conditions may vary for construction contracts. See contract for the individual instructions. 46. POINT OF DESTINATION: All materials shipped to the County must be shipped F.O.B. DESTINATION unless otherwise stated in the contract or purchase order. The materials must be delivered to the "Ship to" address indicated on the purchase order. 47. ADDITIONAL CHARGES: Unless bought F.O.B. "shipping point" and Contractor prepays transportation, no delivery charges shall be added to invoices except when express delivery is authorized and substituted on orders for the method specified in the contract. In such cases, difference between freight or mail and express charges may be added to invoice. 48. METHOD AND CONTAINERS: Unless otherwise specified, goods shall be delivered in commercial packages in standard commercial containers that are constructed to ensure acceptance by common or other carrier for safe transportation to the point of delivery. Containers become the property of the County unless otherwise specified by bidder. 49. REPLACEMENT: Materials or components that have been rejected by the Purchasing Agent, in accordance with the terms of a contract, shall be replaced by the Contractor at no cost to the County. 50. PACKING SLIPS OR DELIVERY TICKETS: All shipments must be accompanied by Packing Slips or Delivery Tickets and must contain the following information for each item delivered: a. The Purchase Order Number, b. The Name of the Article and Stock Number (Supplier's), c. The Quantity Ordered, d. The Quantity Shipped, e. The Quantity Back Ordered, f. The Name of the Contractor. Contractors are cautioned that failure to comply with these conditions is sufficient reason for the County’s refusal to accept the goods. BILLING 51. BILLING: Billing for the Fairfax County Public Schools and for County agencies: Unless otherwise specified on the contract or purchase order (PO), invoices are to be submitted for each purchase order immediately upon completion of the shipment or services. Invoices should be mailed to the "BILL TO" address on the PO or to the appropriate address specified in the contract. PAYMENTS 52. PAYMENT: Payment shall be made after satisfactory performance that is in accordance with all provisions of the contract, and upon receipt of a properly completed invoice. The County reserves the right to withhold any or all payments or portions thereof for Contractor's failure to perform in accordance with the provision of the contract or any subsequent modifications. RFP 2000002933 Attachment A General Conditions and Instructions to Bidders 20 53. PARTIAL PAYMENTS: Unless otherwise specified, partial payments will be made upon acceptance of materials or services so invoiced if in accordance with completion date. However, up to 5 percent (5%) of the value of the entire order may be retained until completion of contract. 54. PAYMENT FOR EQUIPMENT, INSTALLATION, AND TESTING: When equipment requires installation (which includes erection, setting up or placing in position, service, or use) and testing, and the installation or testing is delayed, payment may be made based on 50% of the contract price when such equipment is delivered on the site. A further allowance of 25% may be made when the equipment is installed and ready for test. The balance shall be paid after the equipment is tested and found to be satisfactory. If the equipment must be tested, but installation is not required to be made by the Contractor or if the equipment must be installed but testing is not required, payment may be made based on 75% at the time of delivery and the balance shall be paid after satisfactory test or installation is completed. GENERAL 55. GENERAL GUARANTY: Contractor agrees to: a. Save the County, its agents and employees harmless from liability of any nature or kind for the use of any copyrighted or uncopyrighted composition; secret process, patented or unpatented; invention; article or appliance furnished or used in the performance of a contract for which the Contractor is not the patentee, assignee, licensee or owner. b. Warrant that when the contract includes a software license, or use of licensed software, the Contractor is the owner of the Software or otherwise has the right to grant to the County the license to use the Software granted through the Contract without violating or infringing any law, rule, regulation, copyright, patent, trade secret or other proprietary right of any third party. c. Protect the County against latent defective material or workmanship and to repair or replace any damages or marring occasioned in transit or delivery. d. Furnish adequate protection against damage to all work and to repair damages of any kind to the building or equipment, to his or her own work or to the work of other contractors, for which his or her workers are responsible. e. Pay for all permits, licenses and fees and give all notices and comply with all laws, ordinances, rules, regulations, and policies of the County. f. Protect the County from loss or damage to County owned property while it is in the custody of the Contractor. 56. SERVICE CONTRACT GUARANTY: Contractor agrees to: a. Furnish services described in the solicitation and resultant contract at the times and places and in the manner and subject to conditions of those documents provided that the County may reduce the said services at any time. b. Enter upon the performance of services with all due diligence and dispatch, assiduously press to its complete performance, and exercise therein the highest degree of skill and competence. c. All work and services rendered in strict conformance to all laws, statutes, and ordinances and the applicable government rules, regulations, methods, and procedures. d. Allow services to be inspected or reviewed by an employee of the County at any reasonable time and place selected by the County. The County is under no obligation to compensate Contractor for any services not rendered in strict conformity with the contract. e. Stipulate that the presence of a County Inspector shall not lessen the obligation of the Contractor for performance in accordance with the contract requirements, or be deemed a defense on the part of the Contractor for infraction thereof. The Inspector is not authorized to revoke, alter, enlarge, relax, or release any of the requirements of the contract documents. Any omission or failure on the part of the Inspector to disapprove or reject any work or material shall not be construed to be an acceptance of any such defective work or material. Notification of an omission or failure will be documented by the Purchasing Agent. 57. INDEMNIFICATION: a. General Indemnification: Contractor must indemnify, keep and save harmless, and defend the County, its agents, officials, employees and volunteers against Claims that may accrue or arise against the County as a result of the granting a contract, if the Claim was caused by the negligence or error, or omission of the Contractor, its employees, its subcontractor, or its subcontractor’s employees. As used in this Section, a Claim includes: injuries, death, damage to property, breach of data security, suits, liabilities, judgments, or costs and expenses. Upon request by the County, the Contractor must at its own expense: appear, defend, and pay all attorney’s fees and all costs and other expenses related to the Claim. If, related to a Claim, any judgment is rendered against the County or a settlement reached that requires the County to pay money, the Contractor must at its own expense satisfy and discharge the same. Contractor expressly understands and agrees that any performance bond or insurance protection required by this Contract, or otherwise provided by the Contractor, does not limit the Contractor’s responsibility to indemnify, keep and save harmless, and defend the County as provided in this Contract. b. Intellectual Property Indemnification: In addition to the General Indemnification, Contractor will indemnify the County for and defend the County against third-party claims for infringement of any valid United States patent, trademark or copyright by the Contractor’s products, software, services, or deliverables. Contractor must indemnify the County for any loss, damage, expense or liability, including costs and reasonable attorney’s fees that may result by reason of any such claim. In the event of a claim covered by this subparagraph, and in addition to all other obligations of Contractor in this Paragraph 57, Contractor must at its expense and within a reasonable time: (a) obtain a right for the County to continue using such products and software, or allow Contractor to continue performing the Services; (b) modify such products, software, services or deliverables to make them non-infringing; or (c) replace such products or software with a non-infringing equivalent. RFP 2000002933 Attachment A General Conditions and Instructions to Bidders 21 If, in the Contractor’s reasonable opinion, none of the foregoing options is feasible Contractor must immediately notify the County and accept the return of the products, software, services, or deliverables, along with any other components rendered unusable as a result of the infringement or claimed infringement, and refund to the County the price paid to Contractor for such components as well as any pre-paid fees for the allegedly infringing services, including license, subscription fees, or both. Nothing in Paragraph 57, however, relieves the Contractor of liability to the County for damages sustained by the County by virtue of any breach of contract related to a third-party infringement claim. c. Right to Participate in Defense. The County may, at its sole expense, participate in the defense or resolution of a Claim. Contractor will have primary control of the defense and resolution of the Claim, except when such defense or resolution requires the County to (i) admit liability or wrongdoing; or (ii) to pay money. In either of these cases Contractor must obtain the County’s prior written consent before entering into such settlement or resolution. d. No Indemnification by the County. The parties agree that under applicable law the County cannot indemnify or defend the Contractor. To the extent any promise or term contained in this Contract, including any exhibits, attachments, or other documents incorporated by reference therein, includes an indemnification or obligation to defend by the County, that promise or term is stricken from this Contract and of no effect. 58. OFFICIALS NOT TO BENEFIT: a. Each bidder or offeror shall certify, upon signing a bid or proposal, that to the best of their knowledge no Fairfax County official or employee having official responsibility for the procurement transaction, or member of their immediate family, has received or will receive any financial benefit of more than nominal or minimal value relating to the award of this contract. If such a benefit has been received or will be received, this fact shall be disclosed with the bid or proposal or as soon thereafter as it appears that such a benefit will be received. Failure to disclose the information prescribed above may result in suspension or debarment, or rescission of the contract made, or could affect payment pursuant to the terms of the contract. b. Whenever there is reason to believe that a financial benefit of the sort described in paragraph "a" has been or will be received in connection with a bid, proposal or contract, and that the Contractor has failed to disclose such benefit or has inadequately disclosed it, the County Executive, as a prerequisite to payment pursuant to the contract, or at any other time, may require the Contractor to furnish, under oath, answers to any interrogatories related to such possible benefit. c. In the event the bidder or offeror has knowledge of benefits as outlined above, this information should be submitted with the bid or proposal. If the above does not apply at time of award of contract and becomes known after inception of a contract, the bidder or offeror shall address the disclosure of such facts to the Fairfax County Purchasing Agent, 12000 Government Center Parkway, Suite 427, Fairfax, Virginia 22035-0013. Relevant Invitation/Request for Proposal Number (see cover sheet) should be referenced in the disclosure. 59. LICENSE REQUIREMENT: All firms doing business in Fairfax County, shall obtain a license as required by Chapter 4, Article 7, of The Code of the County of Fairfax, Virginia, as amended, entitled "Business, Professional and Occupational Licensing (BPOL) Tax." Questions concerning the BPOL Tax should be directed to the Department of Tax Administration, telephone (703) 222-8234 or visit: https://www.fairfaxcounty.gov/taxes/business/understanding-bpol-tax. The BPOL Tax number must be indicated in the space provided on the Cover Sheet, "Fairfax License Tax No." when appropriate. 60. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a Fairfax County pursuant to the Fairfax County Purchasing Resolution shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. Fairfax County may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section. 61. COVENANT AGAINST CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For violation of this warranty, the County shall have the right to terminate or suspend this contract without liability to the County or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 62. VIRGINIA FREEDOM OF INFORMATION ACT: All proceedings, records, contracts and other public records relating to procurement transactions shall be open to the inspection of any citizen, or any interested person, firm or corporation, in accordance with the Virginia Freedom of Information Act except as provided below: a. Cost estimates relating to a proposed procurement transaction prepared by or for a public body shall not be open to public inspection. b. Any competitive sealed bidding bidder, upon request, shall be afforded the opportunity to inspect bid records within a reasonable time after the opening of all bids but prior to award, except in the event that the County decides not to accept any of the bids and to reopen the contract. Otherwise, bid records shall be open to public inspection only after award of the contract. Any competitive negotiation offeror, upon request, shall be afforded the opportunity to inspect proposal records within a reasonable time after the evaluation and negotiations of proposals are completed but prior to award except in the event that the County decides not to accept any of the proposals and to reopen the contract. Otherwise, proposal records shall be open to the public inspection only after award of the contract except as provided in paragraph "c" below. Any inspection of procurement transaction records under this section shall be subject to reasonable restrictions to ensure the security and integrity of the records. RFP 2000002933 Attachment A General Conditions and Instructions to Bidders 22 c. Trade secrets or proprietary information submitted by a bidder, offeror or Contractor in connection with a procurement transaction or prequalification application submitted pursuant to the prequalification process identified in the Special Provisions, shall not be subject to the Virginia Freedom of Information Act; however, the bidder, offeror or Contractor shall (i) invoke the protections of this section prior to or upon submission of the data or other materials, (ii) identify the data or other materials to be protected, and (iii) state the reasons why protection is necessary. d. Nothing contained in this section shall be construed to require the County, when procuring by "competitive negotiation" (Request for Proposal), to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous to the County. e. The County cannot maintain as confidential any information, data, or records obtainable through the Virginia Freedom of Information or similar law. This includes records or information that have not been properly designated as trade secret or proprietary information pursuant to Va. Code Ann. § 2.2-4342(F). BIDDER/CONTRACTOR REMEDIES 63. INELIGIBILITY: a. Any person or firm suspended or debarred from participation in County procurement shall be notified in writing by the Purchasing Agent. 1. The Notice of Suspension shall state the reasons for the actions taken and such decision shall be final unless the person or firm appeals within ten (10) days of receipt of the Notice by instituting legal action as provided in the Code of Virginia. 2. The Notice of Debarment shall state the reasons for the actions taken and the decision shall be final unless the person or firm appeals within ten (10) days of receipt of the Notice by instituting legal action as provided in the Code of Virginia. b. The Purchasing Agent shall have the authority to suspend or debar a person or firm from bidding on any contract for the causes stated below: 1. Conviction for commission of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of such contract or subcontract; 2. Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty which currently, seriously, and directly affects responsibility as a County Contractor; 3. Conviction under the state or federal antitrust statutes arising out of the submission of bids or proposals; 4. Violation of contract provisions, as set forth below, of a character which is regarded by the Purchasing Agent to be so serious as to justify suspension or debarment action: a. failure without good cause to perform in accordance with the specifications or within the time limit provided in the contract; or b. a recent record of failure to perform or of unsatisfactory performance in accordance with the terms of one or more contracts; provided, that failure to perform or unsatisfactory performance caused by acts beyond the control of the Contractor shall not be considered to be a basis for suspension or debarment; 5. Any other cause the Purchasing Agent determines to be so serious and compelling as to affect responsibility as a Contractor, such as debarment by another governmental entity for any cause listed herein, or because of prior reprimands; 6. The contractor has abandoned performance, been terminated for default on a Fairfax County project, or has taken any actions that inure to the detriment of Fairfax County or a Fairfax County project; 7. The Contractor is in default on any surety bond or written guarantee on which Fairfax County is an obligee. c. If, upon appeal, it is determined that the action taken by the Purchasing Agent was arbitrary or capricious, or not in accordance with the Constitution of Virginia, statutes or regulations, the sole relief available to the person or firm shall be restoration of eligibility. The person or firm may not institute legal action until all statutory requirements have been met. 64. APPEAL OF DENIAL OF WITHDRAWAL OF BID: a. A decision denying withdrawal of a bid submitted by a bidder or offeror shall be final and conclusive unless the bidder appeals the decision within ten (10) days after receipt of the decision by instituting legal action as provided in the Code of Virginia. The bidder or offeror may not institute legal action until all statutory requirements have been met. b. If no bid bond was posted, a bidder refused withdrawal of bid under the provisions of Article 2, Section 4.A.8, of the Fairfax County Purchasing Resolution, prior to appealing, shall deliver to the County a certified check or cash bond in the amount of the difference between the bid sought to be withdrawn and the next low bid. Such security shall be released only upon a final determination that the bidder was entitled to withdraw the bid. c. If, upon appeal, it is determined that the decision refusing withdrawal of the bid was not an honest exercise of discretion, but rather was arbitrary or capricious or not in accordance with the Constitution of Virginia, applicable state law or regulation, or the terms or conditions of the Invitation to Bid, the sole relief shall be withdrawal of the bid. 65. APPEAL OF DETERMINATION OF NONRESPONSIBILITY: a. Any bidder who, despite being the apparent low bidder, is determined not to be a responsible bidder for a particular County contract shall be notified in writing by the Purchasing Agent. Such notice shall state the basis for the determination, which shall be final unless the bidder appeals the decision within ten (10) days of receipt of the notice by instituting legal action as p