COUNTY OF LOUISA, VIRGINIA

Transcription

1 COUNTY OF LOUISA, VIRGINIA REQUEST FOR PROPOSAL (RFP) FOR ENGINEERING CONSULTANT SERVICES RFP# ED MARCH 9, 2018 Page 1 of 24

2 Issue Date: March 9, 2018 REQUEST FOR PROPOSAL (RFP) RFP# ED Title: Engineering Consultant Services Issuing Agency: Location Where Work Will Be Performed: County of Louisa, Virginia Attn: Sam Massie PO Box 160 Louisa, VA County of Louisa, Virginia Period of Contract: From April 17, 2018 Through April 16, 2019 Renewable: Two (2) successive one (1) year terms upon mutual agreement Proposals Will Be Received Until: March 27, 3:30 p.m. local prevailing time Direct All Inquiries for Information To: Sam Massie, Purchasing Coordinator Post Office Box Woolfolk Avenue Louisa, VA (540) smassie@louisa.org IF PROPOSALS ARE MAILED, SEND DIRECTLY TO ISSUING AGENCY SHOWN ABOVE. IF PROPOSALS ARE HAND DELIVERED, DELIVER TO: County of Louisa Louisa County Administration Building Attn: Sam Massie Finance Department, 2 nd Floor 1 Woolfolk Avenue Louisa, Virginia (540) Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, or against a proposer 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. Page 2 of 24

3 REQUEST FOR PROPOSAL TITLE PAGE REQUEST NUMBER: ED ISSUE DATE: 03/09/2018 TITLE: Engineering Consultant Services In compliance with this Request for Proposal and to all the conditions imposed herein, by signing below, Offeror: (1) Offers and agrees to furnish the goods/services in accordance with the attached signed proposal; (2) Agrees that upon Louisa County s written acceptance of Offeror s response to the Request for Proposal, a valid and binding contract for services exists between Offeror and Louisa County; (3) Agrees that the Contract Documents will consist of, and only of, the Request for Proposal, the County of Louisa, Virginia Master Contract General Conditions Agreement and Offeror s response to the Request for Proposal; (4) Certifies and warrants that the individual signing on Offeror s behalf is authorized to bind the Offeror in any and all contractual matters relating to this Request for Proposal; (5) Certifies and warrants that neither Offeror, nor the individual signing on Offeror s behalf, has any business or personal relationships with any other persons, including Louisa County employees, or companies that are in conflict with the Commonwealth of Virginia s Conflict of Interest Act, or the County of Louisa, Virginia Master Contract General Conditions Agreement; and, (6) Certifies and warrants that the Offeror is properly licensed for providing the goods/services specified in the Request for Proposal and has the appropriate License or Certificate and classification(s) required to perform the work included in the scope of the proposal documents, prior to submitting the proposal, in accordance with Title 54.1, Chapter 11 of the Code of Virginia. If an Offeror shall fail to obtain the required license prior to submission of his proposal, he shall be deemed to be in violation of of the Code of Virginia (1950), as amended, and his proposal will not be considered. Sign in ink and type or print requested information. Legal Name and Address of Firm: FEI/FIN/SSN: Fax Number: Address: Date: By: (Signature) Name: (Please Print) Title: Telephone Number: Please provide the following if applicable to this RFP: Virginia Contractor License # SCC ID # Offeror shall ascertain prior to submitting a response that all Addenda issued have been received and shall acknowledge receipt and inclusion of all Addenda here: Addendum #: Addendum #: Addendum #: Date Issued: Date Issued: Date Issued: Information the Offeror deems Proprietary is included in this response in the separate section of the proposal identified immediately below. This Title Page MUST be Submitted as Part of your Proposal Page 3 of 24

4 TABLE OF CONTENTS FOR RFP # ED PAGE I. PURPOSE 5 II. STATEMENT OF NEEDS/SCOPE OF SERVICES 5 III. OFFEROR S INSTRUCTION 7 IV. PROPOSAL EVALUATION PROCESS 10 V. PROPOSAL EVALUATION CRITERIA 11 VI. COUNTY OF LOUISA MASTER CONTRACT 12 GENERAL CONDITIONS AGREEMENT Page 4 of 24

5 I. PURPOSE: The County of Louisa is seeking proposals from qualified consultants for as needed engineering consultant services for projects valued at under $100,000 each to provide support in conjunction with economic development projects for the County. Work shall include services associated with site selection studies, master planning, and prospect analysis and site development for industrial/economic development projects located in the County. The scope of services for projects assigned under any contract resulting from this RFP will vary according to County requirements. In addition to the County, the Louisa County Water Authority and Louisa County Industrial Development Authority will have the opportunity to utilize the resulting contract(s) as needs arise. The County of Louisa reserves the right to award to more than one Offeror. Louisa County will select the firm(s) who they determine most closely satisfies the needs of the County. There is no requirement for acceptance of the lowest cost of service offered, and specific requirements may be waived or amended at the discretion of the County. II. STATEMENT OF NEEDS/ SCOPE OF SERVICES: A. SERVICES Projects awarded as a result of this RFP will vary and may consist of projects valued as low as $1,000 and up to $100,000 in value. The potential tasks identified in this RFP are for information to the Proposer and for proposal evaluation purposes only. Tasks shall not be construed to represent any amount which the County shall be obligated to purchase under the contract or relieve the Firm of its obligation to fill all orders placed by the County. No proposal will be considered which stipulates that the County guarantee to order a specific quantity of any service. No individual project fee shall exceed $100,000 and the aggregate of total of fees for all purchase orders issued shall not exceed $500,000 annually (limit stated are per the Code of Virginia, Section ). Any unused amounts from the first term shall not be carried forward to the additional term. The consultant shall be capable of providing the following services at a minimum under this contract as related to site selection and industrial/economic development park development: 1. Master planning & site development Feasibility studies & site due diligence Preliminary subdivision & master planning Phased infrastructure development Site development engineering & design 2. Fiscal impact analysis Financial analysis of prospects for incentive packages, etc. Develop construction and ongoing operations profiles for development candidates Profile the relevant tax and fee structures that impact the revenue environment Develop economic impact statements for the development project candidates Model fiscal benefits for project candidates Page 5 of 24

6 Develop preliminary return-on-investment strategies 3. Environmental services Environmental site assessments & impact statements Wetland delineation, permitting & mitigation Environmental permitting Mitigation bank design 4. Transportation planning & design Transportation planning & traffic studies Railroad studies & design Roadway planning & design 5. Stormwater Management Planning & design Regional stormwater management programs Stormwater master planning Stormwater basin planning & design 6. Utility planning & design Water system modeling Water & wastewater system planning & design Natural gas planning & design Preliminary Engineering Reports 7. Prospect recruitment & negotiation assistance Recruiting strategy & negotiation services 8. Landscape Architecture Services Landscape architecture planning and design appropriate to natural site elements and site development plan B. QUALIFICATIONS The selected consultant shall have performed all levels of work on industrial/economic development projects. The consultant shall be capable of providing all services related to development of an industrial/economic development park and shall show recent (past 10 years) relative experience providing similar services for similar clients throughout the region and the Commonwealth of Virginia. The consultant shall be familiar with the various funding agencies utilized for the development of these projects as well. C. CONFIDENTIALITY Given the sensitive and confidential nature of some economic development projects, the selected consultant may be required to sign various levels of confidentiality agreements with potential prospects and/or Virginia Economic Development Partnership (VEDP) and all work under this contract shall be deemed confidential to the County unless otherwise noted. As such, preference will be given to consultants who can provide a majority of required services in-house, both from an internal communications perspective and timeliness of completion of work. Page 6 of 24

7 D. CONFLICTS OF INTEREST The selected consultant shall give first priority to Louisa County under this contract. Consultant shall not be a developer or contractor that represents industrial/economic development prospects looking for properties. Any potential conflict of interest shall be revealed to the County at the onset of any project assigned under this contract. E. PROXIMITY TO LOUISA COUNTY The consultant shall have a majority of resources utilized under this contract located within a reasonable distance of Louisa County offices, both for convenience and timely responsiveness to County requests and economic development inquiries. F. REGULATORY AND STATE AGENCIES The consultant shall have well established working relationships with the regulatory and state agencies that will be involved with the County and any development of County property. III. OFFEROR S INSTRUCTION: A. PROPOSAL PREPARATION: 1. Offerors may submit any questions or requests for additional information regarding the project in written format by March 15, All questions shall be directed to Sam Massie at smassie@louisa.org or via fax at (540) A formal clarification will be sent out in writing on March 20, 2018, to all known potential proposers. 2. The Offeror must submit a proposal, which demonstrates and provides evidence that the Offeror has the capabilities, professional expertise, and experience to provide the necessary services as described in this RFP. The Offeror shall ensure that all information required herein is submitted with the proposal. All information provided should be verifiable by documentation requested by the County of Louisa. Failure to provide all information, inaccuracy or misstatement may be sufficient cause for rejection of the proposal or rescission of an award. Each copy of the proposal should be bound with all documentation in a single volume where practical. Responses must, in any event, contain the following information and be organized into separate chapters and sections using the format described below in order to provide each firm an equal opportunity for consideration. a. Cover letter not to exceed two pages; b. Firm background and experience (include any sub-consultant information); c. Project team and resumes; d. Methodology and approach for this contract; e. Familiarity with Louisa County; f. Recent relative regional experience; g. A list of client references of similar service contracts for local government clients in Virginia, including at least three (3) customers. These references must include name, address, , and telephone number. 3. Proposals shall be signed by the authorized representative of the Offeror. Page 7 of 24

8 4. Proposals should be prepared simply and economically, providing a straightforward, concise, detailed description of capabilities to satisfy the requirements of the RFP. 5. All expenses for making proposals to the County shall be incurred by the Offeror. 6. Offeror must be authorized to transact business in Virginia as a domestic or foreign business entity as required by the State Corporation Commission, if such is required by law. Such status shall be maintained during the term of a contract. A contract entered into by a business in violation of the requirements is voidable at the option of the public body. 7. Offerors are reminded that changes to the RFP, in the form of addenda, are often issued between the issue date and within 5 days of the due date of the solicitation. All addenda must be acknowledged on the RFP Title Page. Notice of addenda will be posted on eva and on the County of Louisa procurement page It is the offeror s responsibility to monitor the webpage for the most current addenda. B. PROPOSAL SUBMISSION: The following documents must be received in our office via hard copy AND electronic copy ( s are not permissible please send an electronic version such as a CD or flash drive with your hard copy) no later than the closing date and time stated below (Note: a hard copy and electronic copy must both be received by the closing date. If one or the other is not received, your proposal will be deemed late and not be considered): 1. Your original proposal, along with two (2) additional copies. If applicable, please also include a redacted copy which does not include trade secrets or proprietary information. 2. Signed original of the completed Request for Proposal Title Page. 3. Signed Appendix A County of Louisa, Virginia Master Contract General Conditions Agreement. 4. A certificate of insurance for all required coverages endorsing the County of Louisa to the insurance policy as an additional insured. 5. A copy of any applicable Federal, State, or Local license required to legally perform the service, or sell the goods specified in the RFP shall be attached to the proposal. The RFP number and closing date must be clearly marked on the outside of the sealed envelope. Each sealed envelope containing a Proposal must be plainly marked on the outside as follows: 1. Engineering Consulting Services 2. RFP# ED Name of the Proposer 4. Address of the Proposer 5. Due Date and Time: 3:30 p.m. 6. A Statement reading This container is not to be opened prior to the Due Date and Time. Page 8 of 24

9 Should any Proposal be received which is not so identified, the proposer assumes the risk that the submission will be opened prior to the Proposal Due Date. Proposals so opened shall be disqualified. This solicitation will close on Tuesday, March 27, 2018 at 3:30 p.m., local time prevailing. Return the proposal to: Mail to: (US Mail) or Hand Delivery (FEDEX, UPS, etc.) County of Louisa County of Louisa PO Box 160 Louisa County Administration Building Louisa, VA Finance Department, 2 nd Floor Attn: Sam Massie 1 Woolfolk Avenue (540) Louisa, VA Attn: Sam Massie (540) C. SUBMISSION OF PROPRIETARY INFORMATION: All information submitted to the County in response to this solicitation will constitute public information and will be available to the public for inspection upon request pursuant to the Virginia Freedom of Information Act (FOIA). Pursuant to Virginia Code Section and County of Louisa Code Section 60-24, a Proposer/Offeror may request an exception to disclosure for trade secrets or proprietary information as such is defined under Virginia Code Section , part of the Uniform Trade Secrets Act. In order to claim this exemption, the Proposer/Offeror shall perform ALL of the following: (i) include a written request indicating Proposer/Offeror s desire to invoke the protections of Virginia Code Section with submitted proposal materials/data; (ii) specifically identify the data or other materials to be protected by clearly labeling each page containing applicable data as PROPRIETARY; and (iii) to the County s satisfaction, articulate the rationale for why protection for the particular data or materials is necessary. The classification of an entire bid or proposal document, line item prices and/or total bid or proposal prices as proprietary or trade secrets is not acceptable. Without waiving sovereign immunity or any other available defenses, the County asserts that failure to meet all of these requirements will result in the data or materials being open for inspection in response to a valid inquiry under FOIA and will serve to waive any right of the Proposer/Offeror to assert a claim against the County for disclosure of trade secrets or proprietary information. Proposer/Offeror shall be responsible for intervening and defending, at its expense, any demands made upon the County by third parties for production of any such items. D. RECEIPT OF PROPOSALS/LATE PROPOSALS: It is the Offerors responsibility to ensure that his/her proposal is received prior to or at the specific time and the place designated in the solicitation. Proposals received after the date and time specified shall not be considered. Page 9 of 24

10 Proposals shall be addressed as indicated in the Advertisement for Proposals and shall be delivered, enclosed in a sealed envelope, marked "Proposal" and bearing the title of the work, name of the offeror, and the contractor s license number of the offeror. Offerors shall clearly mark on the outside of the bid envelope which contract(s) they are bidding. No responsibility will be attached to any County personnel for the premature opening of a proposal not properly addressed and identified on the outside of a sealed envelope. E. COOPERATIVE PROCUREMENT: 1. This procurement is being conducted on behalf of Louisa County, Virginia and other public bodies in accordance with the provisions of of the Virginia Public Procurement Act and of the Louisa County Code. 2. If approved by the Contractor, the contract resulting from this procurement may be used by other public bodies to purchase at contract prices and in accordance with the contract terms. The Contractor shall deal directly with any public body it approves to use the contract. 3. With the approval of the Contractor, any public body using the resultant contract has the option of executing a separate contract with the Contractor to add terms and conditions required by statute, ordinances, or regulations, or to remove terms and conditions which conflict with its governing statutes, ordinances, or regulations. 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. 4. The County of Louisa, its officials and staff are not responsible for placement of orders, invoicing, payments, contractual disputes, or any other transactions between the Contractor and any other public bodies, and in no event shall the County, its officials or staff be responsible for any costs, damages or injury resulting to any party from use of a Louisa County contract. 5. It is the Contractors responsibility to notify other public body(s) of the availability of the contract(s). IV. PROPOSAL EVALUATION PROCESS: The County of Louisa shall appoint a Selection Committee to review and evaluate all proposals submitted by Offerors responding to this RFP. The proposals will be evaluated and ranked based on the Evaluation Criteria listed in Section V. The County of Louisa may ask top ranked Offerors to attend a presentation discussion as part of the evaluation process. Firms invited to the discussion should be prepared to have general discussions on non-binding estimates of cost to provide requested services. At the conclusion of the evaluation process, the County will select one or more firms with whom final negotiations will be conducted in an effort to obtain a contract. Page 10 of 24

11 V. PROPOSAL EVALUATION CRITERIA The respondents will be evaluated on the following criteria: points - Overall quality of the firm and quality of the proposal; points - Prior experience with similar projects and clients; points - Familiarity and proximity to Louisa County; points - Proven track record with prospect recruitment & design build projects; points - Qualifications and experience of key personnel assigned to contract; and point - Quality of references. Professional fees are NOT to be submitted with the proposal response, but for those firms selected for the interview/negotiation phase of the selection process, the County will request non-binding estimates of professional fees and may use such estimates in the ranking of firms in accordance with the Virginia Public Procurement Act. The County reserves the right to evaluate any sources of information available. The selection process shall be governed by and completed in accordance with the Louisa County Procurement Ordinance. If any provision of this Request for Proposal shall be found to be inconsistent or in conflict with such policy, the terms of the ordinance shall govern. The County of Louisa reserves the right to reject any or all proposals. VI. COUNTY OF LOUISA, VIRGINIA MASTER CONTRACT GENERAL CONDITIONS AGREEMENT See Appendix A. Louisa County does not accept changes to the County of Louisa, Virginia Master Contract General Conditions Agreement, and any attempt by the Offeror to make such changes is in itself reason for a proposal to be declared as non-responsive to the RFP and rejected by the County. Page 11 of 24

12 APPENDIX A COUNTY OF LOUISA, VIRGINIA MASTER CONTRACT GENERAL CONDITIONS AGREEMENT ARCHITECT OR ENGINEER: DATE: 1 Page 12 of 24

13 MASTER CONTRACT GENERAL CONDITIONS AGREEMENT THIS MASTER CONTRACT GENERAL CONDITIONS AGREEMENT (the Master Agreement ), made and entered into this day of, by and between THE COUNTY OF LOUISA, a Local Governmental Agency (of which entities shall hereinafter be referred to as Owner ) and, a corporation/partnership/ sole proprietorship [strike through what does not apply] (hereinafter referred to as Architect or Engineer ). WITNESSETH: WHEREAS, the entity referred to as Owner may from time to time contract with third parties to perform certain architectural or engineering services (the Work ) on various projects (the Project(s) ); and WHEREAS, the applicable Owner may engage Architect or Engineer to perform a portion of the Work under such contracts entered into by it; and WHEREAS, the parties hereto desire to enter into this Master Agreement to set forth the general conditions of contracts between them for Projects in order to expedite the contracting process at the time of future Projects. NOW THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which is hereby confirmed, the parties hereto agree as follows: GENERAL 1. This Master Agreement shall only be given effect with regard to a particular contract between Architect or Engineer and the entity referred to as Owner if it is explicitly made a part of the Contract by the terms of a contract agreement, by which the applicable Owner engages Architect or Engineer for a particular Project (the Contract Agreement ). In order to standardize the incorporation of this Master Agreement into the Contract between the parties, the form stamp attached hereto as Exhibit A may be used to incorporate the terms of this Master Agreement into each Contract to which such stamp is affixed. This provision shall not prohibit incorporation of this Master Agreement through an alternative stamp or language agreed to by the parties. 2. This Master Agreement shall not be deemed or construed to obligate the entity referred to as Owner to engage Architect or Engineer nor to obligate Architect or Engineer to accept architectural or 2 Page 13 of 24

14 engineering services from the entity referred to as Owner. Additionally, this Master Agreement shall not be deemed or construed to make the entity referred to as Owner liable for the contractual obligations of the other entity referred to as Architect or Engineer. 1. CONFLICTS 1.1 Priorities. In the event of conflicts or discrepancies between the Scope of Services (as such term is defined in the Contract Agreement), interpretations will be based on the following priorities: (i) the Contract Agreement, (ii) this Master Agreement, (iii) Addenda, with those of a later date having precedence over those of an earlier date, (iv) the Prime Contract (as such term is defined in the Contract Agreement), with subsequent addenda, including Modifications and Supplementary Conditions, having precedence over the original scope of services, and (v) Request for Quotation. In case of an inconsistency between the Scope of Services or within other documents not clarified by an Addendum, the more specific provision will take precedence over the less specific, the more stringent will take precedence over the less stringent, the more expensive item will take precedence over the less expensive, and the better quality or greater quantity of work shall be provided. Notwithstanding the foregoing or any other provision of this Master Agreement to the contrary, in no event shall Architect or Engineer have greater rights with regard to any item or matter under the Contract than Owner has, and is able to successfully enforce, with regard to the comparable item or matter under the Prime Contract. 1.2 Inconsistencies and Omissions. Should inconsistencies or omissions appear in the Scope of Services, the Architect or Engineer shall notify Owner of same in writing within three (3) business days of the Architect or Engineer s discovery thereof. Upon receipt of Architect or Engineer s notice of such an inconsistency or omission, Owner shall instruct the Architect or Engineer as to the measures to be taken, if any, and the Architect or Engineer shall comply with Owner s instructions. 2. PAYMENT 3.1 Progress Payments. Progress payments of the Contract Price (as such term is defined in the Contract Agreement) shall be due Architect or Engineer, subject to the conditions precedent established by Section 3.2, proportional to the amount of the Architect or Engineer s Scope of Services (as such term is defined in the Contract Agreement) then completed and approved, less the percentage for retainage provided for in the Contract Agreement, unless a greater rate of retainage is required under the Prime Contract. If a greater rate of retainage is required under the Prime Contract, the parties shall use the greater rate. For the purpose of determining the amount of progress payments, Architect or Engineer shall furnish Owner, before its first application for progress payment, a Schedule of Values satisfactory to Owner, at Owner s sole discretion. If Owner disapproves of Architect or Engineer s Schedule of Values, Owner shall establish a reasonable breakdown, which shall serve as the basis for progress payments. Acceptance of progress payments under this Section 3.1 by Architect or Engineer shall constitute a waiver of any and all claims by the Architect or Engineer against the Owner, the Owner s surety, the premises or any payment bond unless such claims are expressly reserved on the face of the application for payment, a copy of which is attached hereto as Exhibit B. Inclusion of any reservation of claims in a cover letter submitting the application for payment shall not be sufficient to reserve such claim under this Section 3.1. The application for payment shall also include an affidavit and release/waiver of all claims and liens as described in Section 3.2 and in the form used by the Owner, unless a different form is required by the Owner. 3.2 Conditions Precedent to Payment. It is specifically understood and agreed that Owner shall neither process, nor pay, applications for progress payments from Architect or Engineer nor pay any other amount to Architect or Engineer unless and until each of the following conditions precedent to payment are met: (i) such applications include the Owner s job number clearly thereon, (ii) Architect or Engineer shall provide, in a form satisfactory to Owner, partial lien waivers, release of claims and/or affidavits, as may be required by Owner, from Architect or Engineer and its subcontractors and suppliers for all prior payments and the payment then applied for. Owner s payment despite one or more of the foregoing conditions precedent not being satisfied shall not constitute a waiver of Owner s right to insist of any other condition precedent or all conditions precedent at some later time. 3 Page 14 of 24

15 3.3 Time of Payment. Architect or Engineer shall submit progress payment applications in a form satisfactory to Owner no later than the day of each payment period provided for in the Contract Agreement, indicating work completed. Applications for payment that exceed the percentage of Architect or Engineer s Work performed on the Project as required by the Contract will be placed on hold for thirty (30) days. 3.4 Failure of Architect or Engineer to Make Payment. Architect or Engineer shall ensure that all its subcontractors, employees, and suppliers are paid all amounts due in connection with the Contract. Owner may withhold any progress payments until Architect or Engineer submits evidence satisfactory to Owner that all amounts due any third party in connection with the Contract have been paid. Further, in its sole discretion, Owner may pay any and all persons that have not received payment from Architect or Engineer due in connection with the Contract, whether or not a lien has been filed. If Owner is required to pay or indemnify any person hereunder, Architect or Engineer shall immediately reimburse Owner for the full amount of such cost. Architect or Engineer shall also immediately reimburse Owner for any amounts paid under Owner s payment bond in connection with the Contract or other Owner payments relating to a failure of Architect or Engineer to make payment, and indemnify Owner for failure of Architect or Engineer to make payment, and indemnify Owner for any other costs associated therewith, including Owner s attorney s fees. 3.5 Payment Not Acceptance. Payment to Architect or Engineer is specifically agreed not to constitute or imply acceptance by Owner of any portion of Architect or Engineer s work. 3.6 Right to Withhold Payment. Owner may withhold amounts otherwise due under a the Contract or due under any other contractual arrangement between the parties to compensate Owner for costs Owner has incurred or may incur for which Architect or Engineer may be responsible hereunder or otherwise. Appropriate adjustments to such withholding shall be made when the exact amounts owed hereunder are determined. 3.7 Final Payment. Final payment shall be made after completion of all work, acceptance by the Owner and compliance with all Contract obligations, all of which shall be conditions precedent to the making of final payment to the Architect or Engineer. Owner shall be entitled to proof of the Architect or Engineer s payment for labor, material and services used before any payment is due. The Architect or Engineer shall submit payroll affidavits if required. The Architect or Engineer shall be responsible at all times for its labor and/or materials until accepted by the Owner. The Architect or Engineer shall furnish an Architect or Engineer reconciliation form, guarantees, final payment application and all other documents required by the Prime Contract for the Architect or Engineer s Work, including releases of all claims and liens as a condition precedent to final payment. Any liquidated damages withheld by the Owner shall be asserted against the Architect or Engineer for any delay(s) attributable to the Architect or Engineer s fault. Architect or Engineer acknowledges the importance of timely payment application to successful Project closeout. In consideration of this requirement, Architect or Engineer expressly agrees to submit its final payment application and all other required documentation necessary for final payment within 30 days of its last work on the Project. Architect or Engineer further agrees that failure to submit its final payment application within 90 days of its last Work on the Project shall constitute a waiver of further payment. Acceptance of final payment by Architect or Engineer shall constitute a full waiver and release by Architect or Engineer of all claims against Owner arising out of or relating to the Contract. 4 Page 15 of 24

16 4.0 SCHEDULE OF WORK 4.1 Schedule. The Architect or Engineer agrees to promptly provide the Owner a schedule indicating the duration for completion of design drawings. 4.2 Time Is Of The Essence. Time is of the essence in the Architect or Engineer s proper performance of its obligations under the Contract. Owner shall have the right to direct the manner in which the Architect or Engineer performs its work. The Architect or Engineer shall proceed with the performance of the work at such time and in such sequence as Owner may direct. If overtime is required solely to accelerate Project completion, it shall be authorized in writing and paid for by Owner. Payments due may be withheld to insure timely progress and completion of work. The Architect or Engineer shall be liable for all losses and damages incurred by Owner (including consequential damages) due to any inexcusable delay of the Architect or Engineer in the performance of the Work. 4.3 Extensions of Time. The Architect or Engineer shall be entitled to an extension of time for performing and completing the Work covered by the Contract upon the same terms and conditions under which and extension of time is allowable under the Prime Contract, but only to the extent that an extension of time is actually granted by the Owner or its representative under the Prime Contract. Notice of the excusable delay shall be given to Owner in writing as soon as possible after the beginning of said delay, but in any case, such notice must be given to Owner in no more than one half (1/2) of the time allowed under the provisions of the Prime Contract. If the Architect or Engineer fails to give such notice in a timely manner, then any entitlement to a time extension otherwise due the Architect or Engineer shall be deemed to be waived. The Owner s decision with regard to the delay, including any assessment of liquidated damages, shall be binding upon and chargeable to the Architect or Engineer, subject only to the disputes procedure provided in the Prime Contract. 5. ARCHITECT OR ENGINEER LIABLITY 5.1 Scope. Architect or Engineer shall be liable to Owner for all costs and other damages Owner incurs as a result of Architect or Engineer s failure to perform the Contract in accordance with its terms. Architect or Engineer s failure to perform shall include the failure of its subcontractors of any tier to perform. Architect or Engineer s liability shall include, but not be limited to: (i) damages and other delay costs payable by the Owner; (ii) Owner s increased costs, such as extended overhead and increased costs resulting from Architect or Engineer-caused delays or improper Architect or Engineer s Work; (iii) warranty and rework costs; (iv) liability to third parties; (v) errors or omissions; (vi) excess costs of reprocurement; and (vii) attorney s fees and related costs of resolving disputes related to Architect or Engineer s failure to perform. 6. CHANGES AND CLAIMS 6.1 Changes. Owner may direct changes in Architect or Engineer s Work at any time. Any changes to the Architect or Engineer s Work shall be in writing and Architect or Engineer shall perform the Architect or Engineer s Work, as changed, without delay. Architect or Engineer shall submit a price quotation within seven (7) days to Owner for changes requested in its quotation to Owner, which estimate shall be the maximum amount due Architect or Engineer for such changes. The costs of such changes shall be the direct cost to Architect or Engineer to perform same, plus a percent of such direct cost (the Profit Percentage ) representing overhead and profit. The amount of the Profit Percentage shall be established in the Contract Agreement for each Project. 6.2 Authorship of Plans. All reports, drawings, specifications, computer files, field data, notes and other documents and instruments prepared by the Architect or Engineer as instruments of service shall remain the property of the Architect or Engineer. The Architect or Engineer shall retain all common 5 Page 16 of 24

17 law, statutory and other reserved rights, including copyright thereto, unless a written agreement to the contrary is mutually agreed to by both parties. 6.3 Claims. Any claims for adjustment in the Contract Price, time for completion or other Contract provisions, shall be submitted to Owner, in writing, in sufficient time for Owner to review claims in accordance with the Contract Documents, but in no event later than 14 days after such costs are incurred or the cause of such adjustment is known or should be known to Architect or Engineer. 6.4 Claims Relating to Owner. As a precondition to any action against Owner, Architect or Engineer agrees to exhaust through Owner the remedies available under the Contract Documents, including suit for breach of contract against Owner. Architect or Engineer agrees to furnish all documents, statements, witnesses and other information required by Owner for reconciliation of claim. No dispute shall interfere with the progress of the work and the Architect or Engineer shall continue with Architect or Engineer s Work as directed. 7. LAWS, PERMITS, FEES AND PATENTS 7.1 Compliance. Architect or Engineer shall give all notices and comply with all laws, ordinances, rules and regulations bearing on the performance of Architect or Engineer s Work on the Project. Architect or Engineer shall comply with Federal, State and Local tax laws, Social Security Acts, Unemployment Compensation Acts, Worker s Compensation Acts, equal employment opportunity laws, minority business enterprise laws, women s business enterprise laws and disadvantaged business enterprise laws insofar as applicable to the performance of Architect or Engineer s Work. Architect or Engineer shall be duly licensed to operate under the laws of the applicable jurisdictions. 7.2 Hold Harmless. Architect or Engineer agrees to hold Owner harmless against the payment of any and all losses, costs, expenses, contributions, taxes or premiums which may become due or payable under Federal, State or Local laws arising out of Architect or Engineer s failure to comply with the laws outlined in Section 7.1 above, including any interest or penalties. Architect or Engineer waives any and all claims for additional compensation because of any increase in taxes, contributions or premiums unless Owner agrees to such increases incurred by Architect or Engineer. 7.3 Patents and Royalties. Architect or Engineer agrees to pay all royalties and license fees owed by reason of performance of Architect or Engineer s Work on the Project. Architect or Engineer agrees to defend all suits or claims for infringement of any patent rights, due to the inclusion of patented materials in the Architect or Engineer s Work, that may be brought against Owner, and agrees to indemnify Owner for all loss, costs and expenses, including attorney s fees, on account thereof. 8. TERMINATION FOR CONVENIENCE Owner shall have the right to terminate a Contract, without cause, for its convenience, when Owner determines that it is in its own best interests to so terminate the Contract. If a Architect or Engineer is terminated for convenience, Architect or Engineer shall comply with all of Owner s termination instructions and shall be entitled to receive payment for the portion of Architect or Engineer s Work actually completed and accepted, and a reasonable overhead and profit (to in no event exceed the Profit Percentage) in connection with such work, except that if the Prime Contract is also terminated for convenience or otherwise, termination settlement and costs to Architect or Engineer shall be as so provided in the Prime Contract, and in the amount actually received by Architect or Engineer from Owner for such portion of Architect or Engineer s Work. Architect or Engineer shall not be entitled to any recovery of profit or unabsorbed overhead in connection with portions of Architect or Engineer s Work not actually performed or future work. 6 Page 17 of 24

18 9. ARCHITECT OR ENGINEER S FAILURE OR INABILITY TO PERFORM 9.1 Causes for Termination. If, in the opinion of Owner, Architect or Engineer shall at any time: (i) fail in any respect to prosecute Architect or Engineer s Work according to the current schedule; (ii) submit a false or misleading lien or claim waiver; (iii) fail to make payments to its subcontractors, employees and suppliers; (iv) file a petition under the Bankruptcy code, make an assignment for the benefit of creditors or become insolvent; or (v) otherwise fail to comply with all provisions of its Contract Documents then, after providing written notice to Architect or Engineer of such failure or default and the passage of twenty-four (24) hours from Architect or Engineer s receipt of such notice without such failure or default being fully remedied or cured, Owner, at its option may: (a) take such steps as are necessary to remedy or cure the failure or default (without voiding or modifying the other provisions of the Contract), in which case the Architect or Engineer shall be liable to Owner for all consequent costs, plus interest, and reasonable attorney s fees thereof; (b) terminate the Architect or Engineer for default; or (c) seek specific performance of Architect or Engineer s obligations under the Contract, it being agreed by Architect or Engineer that specific performance may be necessary to avoid irreparable harm to Owner. 9.2 Demand for Assurances. In the event Owner becomes concerned about Architect or Engineer s ability to continue performance under the Contract, Owner may demand that Architect or Engineer provide reasonable assurances of its ability for timely future performance of the Contract. Failure to comply with such a demand within ten (10) days of Architect or Engineer s receipt thereof shall entitle Owner to terminate the Contract for default. 9.3 Owner s Rights Upon Termination for Default. In the event of termination for default, Owner may, at its option either by itself or through others complete Architect or Engineer s Work by whatever method Owner may deem expedient. In the event of termination for default, Architect or Engineer shall not be entitled to receive any further payment until Architect or Engineer s Work shall be fully completed and accepted by the Owner. At such time, if the unpaid balance of the Contract Price to be paid exceeds the expense incurred by Owner to so complete Architect or Engineer s Work and all attorneys fees incurred by Owner as a result of such termination for default, such excess shall be paid by Owner to Architect or Engineer. However, if the expense incurred by Owner to so complete Architect or Engineer s Work exceeds the unpaid balance of the Contract Price, then Architect or Engineer shall pay Owner such excess expense and all attorneys fees incurred by Owner as a result of such termination for default. 9.4 Recourse Against Owner. If Owner wrongfully terminates Architect or Engineer, Owner shall be liable to Architect or Engineer for the costs Owner would have paid to Architect or Engineer if Owner had terminated Architect or Engineer for convenience. Architect or Engineer s aforesaid remedy shall be exclusive. Nothing hereunder shall prevent Owner from withholding monies from Architect or Engineer under other provisions of the Contract Documents. 9.5 Force Majeure. The performance of the Contract by either party shall be subject to acts of God, war, government regulation, natural disaster, strikes, civil disorder, curtailment of transportation or supply facilities or other emergency beyond the control and not of the making of either party, making it impossible to perform the obligations set forth in the Contract in accordance therewith. In the event such circumstances occur, if performance is totally impossible, either party may terminate the Contract without liability therefore. If partial performance is possible under the Contract, reasonable extensions of time for said performance shall be allowed. 7 Page 18 of 24

19 10. INSURANCE 10.1 Policies. Before commencing Architect or Engineer s Work, Architect or Engineer shall procure and maintain at its own expense Professional Design Liability insurance coverage in the amount of $1,000,000 annual aggregate. Coverage shall be maintained without interruption from date of commencement of work until termination of this agreement Notice and Right to Pay Premiums. Architect or Engineer shall provide Owner with copies of certificates of insurance coverage for all required coverages and proof of payment of all premiums. Insurance policies shall provide for notification to Owner of non-payment of any premium and shall give Owner the right to make the premium payment thereunder within a reasonable time. Any premium payments made by Owner shall be deducted from amounts due Architect or Engineer under the Contract. Insurance policies shall provide for thirty (30) days prior written notice to Owner of cancellation or modification Certificates of Insurance. Architect or Engineer must submit a Certification of Insurance acceptable to the Owner prior to commencement of the work. These certificates and the insurance policies required by this Paragraph shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days prior written notice has been given to the Owner. 11. INDEMNIFICATION 11.1 Architect or Engineer s Performance. To the fullest extent permitted by Virginia law, the Architect or Engineer shall indemnify, defend and hold harmless the Owner (including its affiliates, parents and subsidiaries), from and against all claims, damages, loss and expenses, including but not limited to attorney s fees, arising out of or resulting from the Architect or Engineer s negligent acts or omissions, or reckless or intentional wrongful conduct and in performance of the Architect or Engineer s Work No Limitation Upon Liability. In any/and all claims against the Owner (including its affiliates, parents and subsidiaries) or any of their officers, directors, agents or employees, by any employees of the Architect or Engineer, anyone directly or indirectly employed by the Architect or Engineer or anyone for whose acts the Architect or Engineer may be liable, the indemnification obligation under Section 11.1 shall not be limited in any way by benefits payable by or for the Architect or Engineer under Worker s or Workmen s Compensation Acts, disability benefits acts or other employee benefit acts or by the amount of Professional Design Liability insurance coverage carried or required to be carried hereunder by Architect or Engineer. Likewise, in no event shall Section 11.1 limit in any way benefits payable on behalf of the Owner under an insurance policy carried or required to be carried hereunder by Architect or Engineer. The indemnity provisions in this Section and the remainder of this Master Agreement are entered into based on the agreement that additional consideration will be given on each Contract for the indemnification provisions contained herein Indemnity Obligations After Project Completion. The indemnity obligations herein shall survive the termination of the Architect or Engineer for any reason and shall survive both or either of the Architect or Engineer s and Owner s completion of the Work on the Project. In all instances, this indemnity obligation shall survive irrespective of whether the Architects or Engineer s insurance coverage, as required by the Master Agreement, has been maintained, changed, cancelled, or otherwise terminated since the termination of the Contract or since the Architect or Engineer s and/or Owner s completion of Work under the Project. It is strongly recommended that Architect or Engineer maintain its insurance with this requirement in mind. 12. LABOR POLICY 8 Page 19 of 24

20 12.1 Immigration Reform and Control Act Of By signing of this Master Contract, Architect or Engineer certifies that they do not and will not during the performance of the Contract employ illegal alien workers or otherwise violate the provisions of the Federal Immigration Reform and Control Act of 1986, as amended and Section , Code of Virginia, which prohibits the employment of illegal aliens and (ii) will follow the provisions of Federal and State employment and wage hour laws Equal Employment Opportunity. Architect or Engineer shall not discriminate against any employee or employment applicant because of race, sex, color, religion, national origin or any other class or category prohibited by Federal, State or local laws or regulations. Architect or Engineer shall allow access to its books, records, and accounts by representatives of Owner for purpose of investigations to ascertain compliance with the foregoing provision. Those requirements shall be in addition to any similar provision of Equal Employment Opportunity in the Prime Contract. If Architect or Engineer fails to comply with the foregoing provisions, the Contract may be terminated for default. Notwithstanding the foregoing, the Owner shall not be deemed or construed to be responsible to oversee Architect or Engineer s compliance with the foregoing equal employment opportunity requirements, nor shall Owner be deemed or construed to be responsible for Architect or Engineer s failure to comply with such requirements Drug-Free Workplace: During the performance of this contract, the Architect or Engineer agrees to (i) provide a drug-free workplace for the Architect or Engineer s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Architect or Engineer s workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Architect or Engineer that the Architect or Engineer maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000 so that the provisions will be binding upon each subcontractor or vendor. For the purposes of this section, drug-free workplace means a site for the performance of work done in connection with a specific contract awarded to a Architect or Engineer, the employees of who 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 Anti-Discrimination. Architect or Engineer must conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Act of 1975, as amended, where applicable, the Virginia with Disabilities Act, The Americans with Disabilities Act, and Section of the Virginia Public Procurement Act which provides: In every contract over $10,000 the provision in (a) and (b) below apply: (a) During the performance of this contract, the Architect or Engineer agrees as follows: (i) The Architect or Engineer will not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin, except where religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of the Architect or Engineer. The Architect or Engineer agrees to post in conspicuous places, available to employees and applicants for employment, notice setting forth the provisions of this non-discrimination clause. (ii) The Architect or Engineer, in all solicitations or advertisements for employees placed by or on behalf of the Architect or Engineer, will state that such Architect or Engineer is an equal opportunity employer. (iii) Notices, advertisements and solicitations placed in accordance with federal law rules or regulation shall be deemed sufficient for the purpose of meeting the requirements of this Section. 9 Page 20 of 24