REQUEST FOR PROPOSAL No AD-0017 FOR LEGAL SERVICES SEALED PROPOSALS ACCEPTANCE DATE AND TIME APRIL 13, 2015, AT 5:00 P.M.

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1 RBHA.ORG SOUTH FIFTH STREET, RICHMOND, VA REQUEST FOR PROPOSAL No AD-0017 FOR LEGAL SERVICES SEALED PROPOSALS ACCEPTANCE DATE AND TIME APRIL 13, 2015, AT 5:00 P.M. Adrienne D. Childress, VCA, VCO Senior Contract Officer (804)

2 RFP Number: 2015-AD-0017 Issue Date: March 9, 2015 Commodity Code(s): 96149, Title: Issuing Agency: Period of Contract: Worksite: Legal Services Richmond Behavioral Health Authority 107 S. Fifth Street, Richmond, Virginia July 1, 2015 through June 30, 2016; with four (4) one year renewal options Richmond, Virginia Submit questions in written format no later than March 23, 2015, at 10:00 a.m. Eastern Time. See Attachment E. The Richmond Behavioral Health Authority will answer material and pertinent questions in writing by posting an Addendum on the RBHA s website at and on the eva website at It is the responsibility of the potential Offeror to check the web sites for these notices. For mailed and hand delivered sealed proposals, send directly to the issuing agency identified above, Attention Adrienne D. Childress, Senior Contract Officer no later than April 13, 2015 at 5:00 p.m. Eastern Time. The Richmond Behavioral Health Authority will not consider late proposals. Offerors mailing proposals should allow sufficient mail delivery time to ensure timely receipt. A pre-conference is not scheduled. Direct all inquiries for information to Adrienne D. Childress, Senior Contract Officer at (804) or childressa@rbha.org. Unauthorized contact with other Richmond Behavioral Health Authority staff regarding this RFP may result in the disqualification of the Offeror. **********FACSIMILES ARE NOT ACCEPTED************** In compliance with this Request for Proposal (RFP) and subject to all conditions imposed therein, the undersigned agrees to furnish the services at the prices by their submission. *Virginia provider License No. (if applicable) Class: Specialty Codes: Name and Address of Firm: Date: By: (Signature In Ink) Zip Code: Name: eva provider ID or DUNS#: (Please Print) Fax Number: ( ) Title: Address: Telephone Number: ( ) Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, or against a Bidder because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment. Legal Services Page 2

3 IT IS THE OFFEROR S RESPONSIBIILTY TO ENSURE THAT PROPOSALS ARE RECEIVED AT THE LOCATION INDICATED BY THE DATE AND TIME LISTED HEREIN. OFFERORS WILL INCLUDE THIS COVER SHEET IN YOUR PROPOSAL WITH ALL REQUESTED INFORMATION AND AN AUTHORIZED SIGNATURE. IF AN ADDENDUM IS ISSUED TO THIS RFP, IT IS THE RESPONSIBILITY OF THE OFFEROR TO PROVIDE ACKNOWLEDGEMENT OF THAT ADDENDUM AS PART OF THE PROPOSAL SUBMISSION. IN COMPLIANCE WITH THIS REQUEST FOR PROPOSALS AND TO ALL THE CONDITIONS IMPOSED THEREIN, THE UNDERSIGNED OFFEROR AGREES TO FURNISH THE SERVICES IN ACCORDANCE WITH THE ATTACHED SIGNED PROPOSAL OR AS MUTUALLY AGREED UPON BY SUBSEQUENT NEGOTIATION. My signature warrants that I have not employed or retained any firm or person other than a bona fide employee working solely for the firm to solicit or secure this Contract and have not paid or agreed to pay any firm or person other than a bona fide employee working solely for the firm any fee, commission, percentage, brokerage fee, gifts or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the RBHA will have the right to annul or void this Contract without liability or, in its sole discretion, to deduct from the contract price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. My signature also certifies that this firm has no business or personal relationships with any other companies or persons that could be considered as a conflict of interest or potential conflict of interest to the Richmond Behavioral Health Authority, and that there are no principals, officers, agents, employees, or representatives of this firm that have any business or personal relationships with any other companies or persons that could be considered as a conflict of interest or a potential conflict of interest to the RBHA, pertaining to any and all work or services to be performed as a result of this request and any resulting contract with the RBHA. If the Offeror knowingly makes a material misrepresentation in submitting information to the RBHA, such misrepresentations are sufficient grounds for rescinding the award of this Contract. By signing this document, I hereby certify that I am authorized to sign as a Representative for the Firm and to obligate the Firm to the terms and conditions contained herein: (Official Signature) Print Name of Organization Print Name Tax Identification Number Organization Address Telephone Number Address Fax Number Date Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, or against a Bidder because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment. Legal Services Page 3

4 TABLE OF CONTENTS I. PURPOSE PAGE 5 II. BACKGROUND PAGE 5 III. STATEMENT OF NEEDS PAGE 5 IV. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS PAGE 6 V. EVALUATION AND AWARD CRITERIA PAGE 8 VI. CONTRACT PERIOD PAGE 9 \ VII. TERMS AND CONDITIONS PAGE 9 VIII. SPECIAL TERMS AND CONDITIONS PAGE 20 IX. REQUIRED ATTACHMENTS WITH PROPOSAL: PAGE 21 BUSINESS ASSOCIATE AGREEMENT ATTACHMENT A: PRICE PROPOSAL SHEET ATTACHMENT B: CONFLICT OF INTEREST STATEMENT ATTACHMENT C: OFFEROR DATA SHEET ATTACHMENT D: STATE CORPORATION COMMISSION FORM ATTACHMENT E: PROPOSAL QUESTIONS/INQUIRIES Legal Services Page 4

5 I. PURPOSE The purpose of this Request for Proposal (RFP) is to solicit sealed proposals to establish a term contract through competitive negotiation to provide legal services to the Richmond Behavioral Health Authority (RBHA), a political subdivision of the Commonwealth of Virginia. Services will be on an as needed basis as requested by the Chief Executive Officer or the Board of Director. II. BACKGROUND RBHA is a non-profit organization dedicated to providing exceptional behavioral health care services to the citizens of Richmond, Virginia. RBHA is located at 107 South 5 th Street in the City of Richmond, Virginia. RBHA is licensed by the Commonwealth of Virginia to provide behavioral health care and substance use disorder services. RBHA has approximately 425 employees with an annual budget of approximately $32 million. Revenue sources include SAPT Block Grant, MH Block Grant, state general funds, local funds, Medicare, Medicaid, and selfpay. III. STATEMENT OF NEEDS The Contractor shall provide legal and consultation services to the Board of Directors (Board) and the Chief Executive Officer (CEO) pertaining to the business and operation of RBHA. All services are at the sole direction of the Board or CEO. Specific services are on an upon request basis and may include, but are not limited to: 1. Attend any meeting of the Board, or its committees. 2. Review all documents, contracts, agreements, and leases, without limitation. 3. Advise on personnel matters related to employees, including grievances. 4. Advise on legal issues that may face the Board. If unfamiliar with the issue being discussed, the Contractor shall research the issue and offer a legal opinion. 5. Negotiate on behalf of RBHA and represent RBHA against any adverse party, except in matters involving litigation. 6. Conduct employee orientations on legal matters, as requested. 7. Provide a description of any litigation, arbitration, mediation or other matter in which the Contractor or his/her firm represents a party against RBHA and a description of any potential conflict of interest arising out of this representation relating to any legal services to be provided to RBHA. 8. Represent RBHA in matters of litigation or matters which will obviously result in litigation. Examples of this include matters in which the adverse party has retained an attorney or has filed suit. 9. Represent RBHA in employee grievance panel hearings. 10. Other services as needed for the protection and operation of RBHA s business. Legal Services Page 5

6 11. Personnel: a. Any lawyer that may perform legal services for RBHA shall be active members in good standing of the Virginia State Bar. b. Any lawyer that may perform legal services for RBHA shall be licensed to perform the legal services as required by any applicable laws of the Commonwealth of Virginia. c. Provide information on essential individuals who would be available under the contract who are thoroughly knowledgeable in the areas of concern to RBHA and typically needed by an organization providing similar services. Potential examples include, but are not limited to, procurement, real estate, information technology, employee labor. The Offeror may suggest other fields. IV. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS A. Response: 1. Considered Offerors will provide a complete response to this solicitation, to include complete RFP documents, including any addendum and the acknowledgements. 2. One marked original and four (4) complete copies of the proposal, signed by a representative duly authorized to execute binding contracts in behalf of the Offeror. All proposals must arrive before or on the due date and time at the RBHA address shown on page two of this solicitation; attention: Adrienne D. Childress, Senior Contract Officer. 3. Failure to submit all information requested may result in the RBHA requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. 4. Mandatory requirements are required by law or regulation or are such that they cannot be waived and are not subject to negotiation. 5. Proposals that are substantially incomplete or lack key information are subject to rejection. B. Proposal Preparation: 1. Proposals shall be signed by an authorized representative of the Offeror. All information requested must be submitted. Failure to submit all information requested may result in RBHA requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals that are substantially incomplete or lack key information may be rejected by RBHA. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation. 2. Proposals are typed/word processed and signed in ink, by an authorized representative of the Offeror on the RBHA RFP document where indicated. 3. Proposals are prepared simply and economically. Emphasis is placed on completeness and clarity of content. Proposals are thorough and detailed as possible so RBHA may properly evaluate your capabilities to provide the required services. Proposals that are not organized in Legal Services Page 6

7 this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed. 4. Trade secrets or proprietary information submitted by an Offeror in connection with a procurement transaction is not subject to public disclosure under the Virginia Freedom of Information Act; however, the Offeror or Contractor shall (i) invoke the protections et seq 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. The Offeror may provide redacted copies for all except the original. 5. Offerors will submit the following items as a complete proposal: a. The return of the complete RFP signed and filled out where required, submitted by the RFP due date and time. Late responses are not returned to Offerors unless requested. b. A complete typed narrative and/or information bounded or contained in a single volume where practical and arranged, including but not limited to, the following: i. Qualifications/Experience. Prepare a qualification statement that details your firm s ability to provide the services solicited by this RFP. Resumes of attorneys and key staff members that will participate in this contract, if awarded to your firm, should be included in this section. Relevant company assignments, demonstrating your firm s history/experience with similar assignments may also be included in this section and in handling programs for non-profit entities. Additionally, this section shall include a statement of your understanding of scope of work presented in this RFP. RBHA is seeking specific strengths about the primary and alternate attorneys who will consistently interface with RBHA staff. Specific areas of interest include knowledge and experience specifically aligned with the RBHA services. Examples may include medical experience, counseling background, or studies/research in areas of treatment by RBHA. ii. Approach. Describe in detail how your firm plans to execute the Statement of Needs identified by this RFP. Each requirement of the Statement of Needs should be addressed, including a transition plan. In this section, address such elements as personnel assigned, use of paralegals or research analysts. As appropriate, provide approximate time tables for completion of tasks. Provide licenses and certification as required. iii. References. See Attachment C. iv. Pricing Schedule. List hourly billing rates Offeror charges and identify other timekeepers (including paralegals) who will bill on an hourly basis, along with their hourly rates. See Attachment A. v. Other Information. Provide any other information thought to be relevant, but not applicable to the other categories in this section. Include the document number and page, if publications are referenced to respond to a requirement. This will provide a quick reference for the selection committee. Legal Services Page 7

8 V. EVALUATION AND AWARD CRITERIA A. EVALUATION. Proposals are considered only from firms or individuals normally engaged in the services as specified herein. RBHA will open and list the proposals for the record as soon as practical after the closing time and date. This is not a public opening. Shortly thereafter, an Evaluation Committee will use the following evaluation criteria and weighing factors in selecting the firm for negotiation and recommendation for award of the contract. In any and all cases, the primary objective of RBHA is to obtain the highest quality and greatest diversity of services at the lowest possible cost. In furtherance of such objective, proposals are evaluated on the basis of the following categories: CRITERIA Qualifications/Experience as described in Section IV.B.5.b.i of this RFP. Approach as described in Section IV.B.5.b.ii of this RFP. 30 References. (Attachment C: Vendor Data Sheet) 15 Pricing Schedule as outlined in Section IV.B.5.b.iv of this RFP and Attachment A: Price Proposal Sheet. Quality and completeness of proposal submission as identified in Section IV. TOTAL POINTS 100 POINT VALUE B. SELECTION PROCEDURES. During the evaluation phase, proposals are reviewed by the Evaluation Committee to ascertain which proposals address all the requirements of the RFP, and to conduct an analysis to document the adequacy of the proposals. Proposals determined as technically non-responsive or not as responsive as other proposals are eliminated at this point. Once qualified Offerors are determined, the Evaluation Committee may interview selected Offerors to clarify specific matters presented in the proposals. The Evaluation Committee will use information gained during these discussions, and information presented in the proposal, to rank Contractors in accordance with criteria stated in the RFP. The selected Offeror(s) are required to assume responsibility for all services offered in their proposals. NOTE: The Evaluation Committee reserves the right to conduct presentations and/or visit the premises of the Offerors. Further, RBHA will consider the selected Offerors as the sole point of contact with regard to contractual matters. C. ORAL PRESENTATIONS. RBHA may request that Offerors who submit a proposal in response to this RFP give an oral presentation of their proposal. This will provide an opportunity for the Offeror to clarify or elaborate on, but not change their proposal. RBHA will schedule the time and location of these presentations. Oral presentations are an option of the RBHA; therefore, complete written proposals are required. D. AWARD: RBHA will engage in individual discussions with two or more offerors deemed fully qualified, responsible and suitable on the basis of initial responses and with emphasis on professional competence, to provide the required services. Repetitive informal interviews shall be permissible. Such offerors shall be encouraged to elaborate on their qualifications and Legal Services Page 8

9 performance data or staff expertise pertinent to the proposed project, as well as alternative concepts. At the discussion stage the public body may discuss non-binding estimates of total project costs, including, but not limited to, life-cycle costing, and, where appropriate, non-binding estimates of price for services. Proprietary information from competing offerors shall not be disclosed to the public or to competitors. At the conclusion of the informal interviews, on the basis of evaluation factors published in the Request for Proposals and all information developed in the selection process to this point, the purchasing agency shall select, in the order of preference, two or more offerors whose professional qualifications and proposed services are deemed most meritorious. Negotiations shall then be conducted, beginning with the offeror ranked first. If a contract satisfactory and advantageous to the purchasing agency can be negotiated at a price considered fair and reasonable, the award shall be made to that offeror. Otherwise, negotiations with the offeror ranked first shall be formally terminated and negotiations conducted with the offeror ranked second, and so on, until such a contract can be negotiated at a fair and reasonable price. RBHA reserves the right to make multiple awards as a result of this solicitation. Should RBHA determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that offeror. VI. CONTRACT PERIOD The initial contract for the services outlined in this RFP will commence on or about the date of the contract signing for twelve (12) consecutive months, with four (4) twelve (12) month renewal options, unless terminated in accordance with the terms of this contract. VII. TERMS & CONDITIONS 1. ADVERTISING: In the event a contract is awarded for supplies, equipment, or services resulting from this proposal, no indication of such sales or services to RBHA are used in product literature or advertising. The Contractor will not state in any of its advertising or product literature that RBHA has purchased or uses any of its products or services, and the Contractor will not include RBHA in any client list in advertising and promotional materials. 2. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the purchasing agency will publicly post such notice on the DGS/DPS eva VBO ( for a minimum of 10 days. 3. ANTI-DISCRIMINATION: Offerors certify to the Richmond Behavioral Health Authority that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization will not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and is subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds are subject to audit by the public body. (Code of Virginia, E). In every contract over $10,000, the provisions in A. and B. below apply: Legal Services Page 9

10 a. During the performance of this contract, the Contractor agrees as follows: i. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin or disabilities, except where religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause, including the names of all contracting agencies with which the Contractor has contracts over $10, ii. iii. 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. Notices, advertisements and solicitations placed in accordance with federal laws, rules or regulations are deemed sufficient for meeting the requirements of this Section. b. The Contractor will include the provisions of a. above in every subcontract or purchase order of over $10,000, so that the provisions are binding upon each subcontractor or Contractor. 4. ANTITRUST: The Contractor conveys, sells, assigns, and transfers to RBHA all rights, title and interest in and to all causes of the action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Commonwealth of Virginia under said contract. 5. APPLICABLE LAW AND COURTS: This solicitation and any contract resulting from this solicitation is governed and construed in accordance with Virginia law without taking into account conflicts of laws rules. The parties hereto expressly agree that the proper forum for adjudication of matters arising under or relating to the contract resulting from this solicitation is the Circuit Court of the City of Richmond. RBHA may at its discretion, and if agreeable to the Offeror, resolve any issues in controversy arising from the award of the contract or any contractual dispute using Alternative Dispute Resolution (ADR) procedures (Code of Virginia, ). The Offeror will comply with applicable federal, state and local laws and regulations. 6. ASSIGNMENT OF CONTRACT: The Contractor may not assign this contract in whole or in part without the written consent of RBHA nor will the Contractor assign any monies due or to become due hereunder without the prior written consent of RBHA. 7. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents relative to this contract for five (5) years after final payment. RBHA or State auditors will have full access to and the right to examine any of the Contractor s program or financial material during said period. RBHA further reserves the right to review, on demand and without notice, all files of any subcontractor employed by the Contractor to provide services or commodities under this contract where payments by RBHA are based on records of time, salaries, materials or actual expenses. In cases where the Contractor maintains multiple offices, audit records are maintained locally or be deliverable to a location in the metro-richmond area. In every instance in which a Contractor enters one or more contracts with the RBHA with a combined value of over $200,000, Legal Services Page 10

11 the Contractor will provide a copy of a completed, independent audit no later than October 31 st following the completion of each contract year. 8. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A Contractor organized as a stock or non-stock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership is 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 public body pursuant to the Virginia Public Procurement Act will 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. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section. 9. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the agency is bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement. 10. CANCELLATION OF CONTRACT: The purchasing agency reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the contractor. In the event the initial contract period is for more than 12 months, either party may terminate the resulting contract, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation. 11. CHANGES TO THE CONTRACT: Changes are made to the contract in any of the following ways: a. The parties may agree in writing to modify the scope of the contract. An increase or decrease in the price of the contract resulting from such modification is agreed to by the parties as a part of their written agreement to modify the scope of the contract and are subject to the requirements of the Virginia Public Procurement Act. b. RBHA may order the changes within the general scope of the contract at any time by written notice to the Contractor. Changes within the scope of the contract include, but are not limited to, things such as services performed, the program setting, and staffing. The Contractor will comply with the notice upon receipt. RBHA will compensate the Contractor for any additional costs incurred as the result of such order and will give RBHA a credit for any savings. Said compensation is determined by one of the following methods at the discretion of RBHA: i. By mutual agreement between the parties in writing; or ii. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the Contractor accounts for the number of units of work performed, subject to RBHA s right to audit the Contractor s records and/or to determine the correct number of units independently; or iii. By ordering the Contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the Legal Services Page 11

12 contract. The same markup is used for determining a decrease in price as the result of savings realized. The Contractor will present RBHA with all vouchers and records of expenses incurred and savings realized. RBHA will have the right to audit the records of the Contractor, as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision are asserted by written notice to RBHA within (30) thirty-days from the date of receipt of the written order from RBHA. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance is resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Providers Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract will excuse the Contractor from promptly complying with the changes ordered by RBHA or with the performance of the contract generally. 12. CLARIFICATION OF TERMS: If any prospective Offeror has questions about the Statement of Needs or other solicitation documents, the prospective Offeror should contact the Senior Contract Officer whose name appears on the face of the solicitation, no later than five (5) business days before the acceptance date. Only the Senior Contract Officer will make any revisions to this solicitation, and issue such revisions by addendum. 13. CONTINUITY OF SERVICES: The Contractor recognizes that the services under this contract are vital to RBHA and must continue without interruption and that, upon contract expiration, a successor, either RBHA or another Contractor, may continue them. The Contractor agrees: i. to exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor; ii. to make all RBHA owned facilities, equipment, and data available to any successor at an appropriate time prior to the expiration of the contract to facilitate transition to successor; and, iii. RBHA s Purchasing Department will have final authority to resolve disputes related to the transition of the contract from the Contractor to its successor. a. The Contractor will, upon written notice from RBHA s Purchasing Department, furnish phase-in/phase-out services for up to ninety (90) days after this contract expires and will negotiate in good faith a plan with the successor to execute the phase-in/phase-out services. This plan is subject to RBHA Purchasing Department s approval. b. RBHA will reimburse the Contractor for all reasonable, pre-approved phase-in/phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract. RBHA Procurement Department will approve all phase-in/phaseout work fees in writing prior to commencement of said work. 14. DEBARMENT STATUS: Offerors certify that they are not currently debarred, suspended or otherwise excluded parties from submitting proposals on contracts by any agency of the Commonwealth of Virginia, nor are they an agent of any person or entity that is currently debarred from submitting proposals on contracts by an agency of the Commonwealth of Virginia. Each Offeror is screened at the time of RFP response to ensure that the Offeror, its principle and their named subcontractors are not debarred, suspended or otherwise excluded by any Federal Agency of the United States Government. Legal Services Page 12

13 15. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, RBHA, after due oral or written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy is in addition to any other remedies that RBHA may have. 16. DOCUMENTS AND CONFIDENTIALITY: The Contractor ensures that information and data obtained as to personal or medical facts and circumstances related to clients are collected and held confidential, during and following the term of this agreement, and will not be divulged without the written consent of the individual. The Contractor will comply with the security and privacy requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA). The Contractor will make available for inspection and/or reproduction by RBHA any records in the possession of the Contractor that relates to the services provided under this agreement. 17. DRUG FREE WORKPLACE: During the performance of this contract, the Contractor agrees to: a. provide a drug-free workplace for the contractor's employees; b. post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; c. state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and d. include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions are binding upon each subcontractor or Contractor. e. For the purposes of this section, drug-free workplace means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract. f. The Contractor further acknowledges and certifies that it understands that a violation of these prohibitions constitutes a breach of contract and may result in default action being taken by RBHA in addition to any criminal penalties that may result from such conduct. 18. ETHICS IN PUBLIC CONTRACTING: Contractors certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Contractor, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged. 19. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT: The Contractor will comply with privacy and security requirements of the Health Insurance Portability and Legal Services Page 13

14 Accountability Act of 1996 (HIPAA). The Contractor is expected, if requested by RBHA, to execute a HIPAA Business Associate contract/agreement. 20. IMMIGRATION REFORM AND CONTROL ACT OF 1986: Contractors certify that they do not and will not during the performance of this contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the Federal Immigration Reform and Control Act of 1986 (the Act ) or otherwise violate the provisions of the Act. 21. INDEMNIFICATION: The Contractor will indemnify, defend and hold harmless RBHA, its officers, agents, and employees from and against any and all losses, liabilities, claims, damages and expenses including court costs and reasonable attorney s fees arising from any material default or breach by the Contractor of its obligation specified in this contract, as well as all claims arising from errors, omissions, negligent acts or intentional acts of the Contractor, its officers, agents, and employees. Furthermore the Contractor will assume the entire responsibility and liability for any and all damages to persons or property caused by or resulting from or arising out of any act or omission on the part of the Contractor, its subcontractors, its agents or its employees under or in connection with this contract. The Contractor will hold harmless and indemnify RBHA and its agents, its volunteers, its servants, its employees, and its officers from and against any and all claims, losses or expenses including but not limited to court costs and attorneys fees, which either or both of them may suffer, pay or incur as the result of claims or suits due to, arising out of or in connection with any and all such damage, real or alleged. The Contractor will upon written demand by RBHA, assume and defend at the Contractor s sole expense any and all such claims or legal actions. 22. INSURANCE: The Contractor certifies that, if awarded this contract, it will have the insurance coverage listed below at the time the contract is awarded. Additionally, the Offeror further certifies that the Contractor or subcontractors will maintain this coverage during the entire term of the contract, and that all insurance coverage s are provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. a. During the period of the contract, RBHA reserves the right to require the Contractor to furnish certificates of insurance for the coverage required by RBHA as indicated. b. The minimum insurance coverage required: i. Contractual Liability. Broad form contractual Liability insurance will include the indemnification obligation set forth in this contract. ii. Commercial General Liability. Commercial General Liability insurance will insure against all claims, loss, cost, damage, expense or liability from loss of life or damage or injury to persons or property arising out of the Consultant s performance under this contract. The minimum limit of liability for this coverage is $1,000,000 combined single limit for any one occurrence. iii. Automobile Liability. The minimum limit of liability for Automobile Liability Insurance is $1,000,000 combined single limit applicable to owned or non-owned vehicles used in the performance of any work under this contract. iv. Workers Compensation. Workers Compensation insurance covering Consultant s statutory obligation under the laws of the Commonwealth of Virginia and Employer s Liability insurance is maintained for all its employees Legal Services Page 14

15 engaged in work under this contract. Minimum limits of liability for Employer s Liability is $100,000 bodily injury by accident each occurrence; $500,000 bodily injury by disease (policy limit); and $100,000 bodily injury by disease (each employee). With respect to Workers Compensation coverage, the Consultant s insurance company will waive rights of subrogation against the RBHA, its officers, employees, agents, volunteers and representatives. v. Umbrella Coverage. The insurance coverage s and amounts set forth in subsections (1), (2), (3), and (4) of this Section may be met by an umbrella liability policy following the form of the underlying primary coverage in a minimum amount of $1,000,000. Should an umbrella liability insurance coverage policy be used, such coverage is accompanied by a certificate of endorsement stating that it applies to the specific policy numbers indicated for the insurance providing the coverage s required by subsections (1), (2), (3), and (4), and it is further agreed that such statement is made a part of the Certificate of Insurance furnished by the Consultant to RBHA. vi. Other insurance as required based upon the nature of the contract. c. The Contractor will indemnify, defend and hold harmless RBHA, its officers, agents and employees from and against any and all losses, liabilities, claims, damages and expenses (including court costs and reasonable attorneys fees) arising from any material default or breach by the Contractor of its obligations specified in this contract, as well as all claims arising from errors, omissions, negligent acts or intentional acts of the Contractor, its officers, agents and employees. 23. LICENSE: All licenses, permits, and inspection fees required for this project will comply with all laws, ordinances, regulations, and building code requirements applicable to the work contemplated herein. 24. MANDATORY USE OF FORM AND TERMS AND CONDITIONS: Modification of or additions to the terms and conditions of the solicitation may cause the rejection of the proposal; however, RBHA reserves the right to decide, on a case by case basis, in its sole discretion, whether or not to reject such a proposal. 25. METHOD OF PAYMENT: The Contractor will bill for legal services under this appointment only at the conclusion of an assigned matter, provided that RBHA may approve interim billing on a case-by-case basis. Counsel will provide RBHA with detailed statements that will permit thorough monitoring of legal services. The billing statement for each matter must contain a detailed description of the work performed on a daily basis, identifying all personnel involved, the amount of time expended and the authorized charges associated with the work performed. The Contractor will submit a monthly invoice for services, in arrears that are ordered, delivered and accepted on a monthly basis by the Contractor to the attention of Accounts Payable at the RBHA. Monthly invoices are due to RBHA no later than 15 days after the last day of the month. Payment is made upon 30 days of the receipt of an accurate and complete invoice. All invoices must include the RBHA contract number and Contractor s federal identification number. 26. MULTIPLE PROPOSALS: An Offeror may not submit more than one proposal. Legal Services Page 15

16 27. NONDISCRIMINATION OF CONTRACTORS: An Offeror, or Contractor will not discriminate against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the Offeror or Offeror employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body will offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative Contractor. 28. OBLIGATION OF OFFEROR: The Contractor covenants and agrees that he/she has satisfied him/herself, from his/her own investigation of the conditions to be met, that he/she fully understands his/her obligation and that he/she will not make any claim for, or have right to cancellation or relief from the contract because of any misunderstanding or lack of information. 29. OWNERSHIP OF MATERIAL: Ownership of all data, material, and documentation originated and prepared for RBHA pursuant to the RFP belongs exclusively to RBHA and is subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or propriety information submitted by a Contractor will not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Contractor must invoke the protection of this section prior to or upon submission of the data or other materials, and must identify the data or other materials to be protected and state the reasons why protection is necessary. 30. PAYMENT: a. To Prime Contractor: i. Any payment terms requiring payment in less than thirty (30) days are regarded as requiring payment thirty (30) days after invoice or delivery, whichever occurs last. This will not affect offers of discounts for payment in less than thirty (30) days, however. ii. iii. The following is deemed the date of payment: the date of postmark in all cases where payment is made by mail, or the date of offset when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, Contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable are researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, RBHA will promptly notify the Contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A Contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve an agency of its prompt payment Legal Services Page 16

17 obligations with respect to those charges which are not in dispute (Code of Virginia, ). b. To Subcontractors: i. A Contractor awarded a contract under this solicitation is hereby obligated: 1) To pay the subcontractor(s) within seven (7) days of the Contractor s receipt of payment from RBHA for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or 2) To notify RBHA and the subcontractor(s), in writing, of the Contractor s intention to withhold payment and the reason. ii. The Contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the Contractor that remain unpaid seven (7) days following receipt of payment from RBHA, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier Contractor performing under the primary contract. A Contractor s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of RBHA. 31. PERSONNEL: The Contractor may change personnel designated in the management summary for key positions after receiving prior permission from RBHA. RBHA will only approve such change when, in its opinion, the substitute personnel have equal or greater qualifications and experience than those they replace. 32. POST AWARD: Following the selection and signing of a contract, the Procurement Technician will publicly post such notice on the DGS/DPS eva VBO ( for a minimum of 10 days. 33. PRECEDENCE OF TERMS: The following General Terms and Conditions CONTRACTORS MANUAL, APPLICABLE LAWS AND COURTS, ANTI-DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS, CLARIFICATION OF TERMS, PAYMENT will apply in all instances. In the event there is a conflict between any of the General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions will apply. 34. PREVAILING LAWS: All services provided by the Contractor pursuant to this agreement are performed to the satisfaction of RBHA, and in accordance with all applicable federal, state and local law, ordinance, rules and regulations. The Contractor will not receive payment for work found by RBHA to be unsatisfactory, or performed in violation of federal, state or local laws, ordinances, rules or regulations. 35. PRICE CURRENCY: Offerors will state offer prices in US dollars. 36. QUALIFICATIONS OF OFFERORS: RBHA may make such reasonable investigations as deemed proper and necessary to determine the ability of the Contractor to perform the work and the Contractor will furnish to RBHA all such information and data for this purpose as may be Legal Services Page 17

18 requested. RBHA reserves the right to inspect the Contractor s physical plant prior to award to satisfy questions regarding the Contractor s capabilities. RBHA further reserves the right to reject any proposal if the evidence submitted by or investigations of such Contractor fails to satisfy RBHA that such Contractor is properly qualified to carry out the obligations of the contract and to complete the work contemplated herein. 37. RECORDS: Records on all clients served under this contract are the property of RBHA and will revert to RBHA on the last day of the contract period. RBHA may assign such records to the Contractor if a contract is re-awarded or renewed, or RBHA may transfer copies of the client record totally or in part to subsequent Contractors for continuity of service. a. The Contractor agrees to retain fiscal and program records for three (3) years or until audited in accordance with Commonwealth of Virginia requirements, whichever is later. b. The Contractor will maintain individual client records and service information in an accurate manner and provide all RBHA reporting requirements in a timely manner. 38. REJECTION OF PROPOSAL: RBHA reserves the right to reject any and all proposals, at any time, whenever such is in the best interest. RBHA may reject a firm s proposal for one or more, but not limited to, the following reasons: a. Failure of the firm(s) to submit a proposal within the time frames specified; b. Failure of the firms(s) to provide the required information; c. Failure of the firm(s) to respond to the request for clarification, presentation, or demonstration; d. Failure of the firm to follow the prescribed RFP preparation, submission, and response format instructions; e. Unbalanced proposals; that is, proposals in which the prices quoted for some work is out of proportion to those quoted for other work; f. Lack of responsibilities on the part of the Offeror; or g. Submission of a proposal that does not meet the RBHA s requirements as outlined herein. 39. RETURN OF PROPOSAL: RBHA advises that all proposals submitted under this RFP will become the property of RBHA and will not be returned, unless requested by the Offeror. However, if any portion of the proposal is marked "proprietary and is highlighted, this portion can be returned after award of contract if requested, at the Contractor s expense. Budgets and price quotations are considered public information in proposals submitted to RBHA. Classifying budgets and price quotations as "proprietary" or "confidential" may render the proposal nonresponsive. The classification of aspects of the proposal that are not trade secrets or proprietary as proprietary may render the proposal non-responsive. 40. SEVERABILITY: If any provision of the Scope of Work, General Terms and Conditions or Special Terms and Conditions be held invalid, such holding will not affect the remaining provisions. 41. STATE CORPORATION COMMISSION IDENTIFICATION NUMBER: Pursuant to Code of Virginia, subsection B, an Offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 is required to include in its proposal(s) the identification number issued to it by the State Corporation Commission (SCC). Any Offeror not requiring authorization 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 proposal(s) a statement describing why the Offeror does not require said authorization. Indicate Legal Services Page 18