CONTRACT: 16049NA4. Engineering Design Services for Federal-Aid Funded Projects. Between:

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1 COUNTY OF PRINCE WILLIAM 1 County Complex Court, (MC 460) Prince William, Virginia (703) Metro , Ext Fax: (703) FINANCE DEPARTMENT Purchasing CONTRACT: 16049NA4 SUBJECT: Between: PRINCE WILLIAM COUNTY 1 COUNTY COMPLEX COURT (MC460) PRINCE WILLIAM, VA (703) METRO EXT 6770 And the Consultant: ATCS, P.L.C Dulles View Drive, Suite 300 Herndon, VA This Contract is entered into this 11 th day of February, 2016, by and between the Board of County Supervisors of Prince William County, Virginia, or its authorized agents, or assignee, hereinafter called the party of the first part (Owner) or (County) and hereinafter called the party of the second part, ATCS, P.L.C. (Consultant) for project entitled as identified herein, in accordance with the following terms and conditions. An Equal Opportunity Employer

2 Contract No NA4 TABLE OF CONTENTS PAGE SECTION I SPECIAL PROVISIONS... 1 I.1 Definitions... 1 I.2 Contract Period... 1 I.3 Incorporation of Documents... 1 I.4 Provision of Services and Order of Precedence of Documents... 2 I.5 Contract Amount... 2 I.6 Method of Payment... 2 I.7 Compensation for Additional Services... 2 I.8 Time of the Essence and Completion... 3 I.9 Key Personnel and Special Consultants... 3 I.10 Inspection and Acceptance... 4 I.11 Insurance, Hold Harmless, and Independent Consultant Status... 4 I.12 Disadvantaged Business Enterprise Goal and Monitoring... 4 I.13 Task Order Procedures... 5 I.14 Completion of Deliverables and Each Project Schedule... 6 SECTION II GENERAL PROVISIONS... 7 II.1 Assignability of Contract... 7 II.2 Modifications or Changes to the Contract... 7 II.3 Equal Employment Opportunity... 7 II.4 Drug-free Workplace... 8 II.5 Claims/Disputes... 8 II.6 Termination for Convenience of the County... 9 II.7 Termination for Default II.8 Termination for Non-Appropriation of Funds II.9 Payments to Consultant/Subconsultants II.10 Examination of Records II.11 Ethics in Public Contracting II.12 Governing Law and Choice of Forum II.13 Immigration Reform and Control Act of II.14 Authority or Registration II.15 Integration ATTACHMENT A SCOPE OF WORK ATTACHMENT B - PAYMENT SCHEDULE i

3 Contract No NA4 SECTION I SPECIAL PROVISIONS I.1 Definitions As used in this Contract the terms are defined as follows: 1. County and/or Owner shall mean the Board of County Supervisors of Prince William County, Virginia, or the Prince William County Transportation Department as the using department as authorized by the Purchasing Regulations. 2. Contract Administrator assigned to administer this Contract for the County is the Prince William County Transportation Department Director. On behalf of the Owner, the Contract Administrator may designate an employee as Project Manager, who shall have such authority to act on behalf of the Owner as may be established by the Contract Administrator. 3. Consultant shall mean ATCS, P.L.C., whose authorized representative is John DePasquale, PE, who is responsible for the performance obligation of the Consultant under this Contract. The Consultant shall have no authority to bind the Owner to additional time or funds, unless the Owner has previously agreed to such authority in writing. I.2 Contract Period The term for this Contract shall be for one (1) year from the date of Contract award by the Prince William County Board of County Supervisors. The County shall have the option to extend the Contract for four (4) additional one (1) year periods, contingent upon availability of funds for the purpose. The option to renew shall be exercised at the sole discretion of the County. The County shall give the Consultant reasonable written notice of intent to renew prior to the expiration date of the current Contract. In the absence of any notification to renew, the Contract shall automatically terminate on the expiration date specified in the Contract. Agreement to extend the Contract term shall not be final until the Consultant provides written acknowledgement of the extension. The period for services under this Contract for each individual project Task Order shall be from the date of the Purchase Order, through the construction phase(s) and final acceptance of the roadway(s) or project(s) by VDOT and/or the County, and shall terminate one (1) year after substantial completion. I.3 Incorporation of Documents and Order of Precedence The following documents are hereby incorporated by reference into this Contract: 1. Consultant 's Proposal entitled, dated April 7, County's Solicitation number RFP entitled, dated March 17, Subsequent written Task Order(s) identifying project, defining scope of services, including the commencement and completion dates. Page 1 of 15

4 Contract No NA4 In the event of an inconsistency between the above referenced documents the inconsistency shall be resolved by giving precedence to the following: 1. RFP No. RFP entitled. 2. Subsequent Task Order(s); and then. 3. Consultant s Proposal entitled, dated April 7, This Contract shall take precedence over all the documents referenced above in this section. This Contract is prepared in accordance and consistent with, and governed by, all applicable requirements of Federal Acquisition Regulations, Federal Acquisition Regulations for FHWA, and VDOT Road and Bridge Specifications Handbook, as supplemented by Prince William County, and the Prince William County Purchasing Regulations, which are incorporated by reference. In the event of an inconsistency between or conflict among documents, the inconsistency shall be resolved by giving precedence to the Federal Acquisition Regulations, then the County s Purchasing Regulations. I.4 Provision of Services The Consultant hereby agrees to provide engineering design services for Federal-Aid Funded Projects to the County as described herein and further outlined in Attachment A, Scope of Work. I.5 Contract Amount In return for the services identified above, and subject to the "Non-Appropriation of Funds" clause herein, the County certifies that sufficient funds will be budgeted and appropriated for each Task Order project and shall compensate the Consultant in accordance with such formula for payments as set forth in Attachment B, Fee Schedule. I.6 Method of Payment The County will make payment to the Consultant, net 30 calendar days or in accordance with discount terms, if offered, after receipt of an acceptable invoice and based upon satisfactory percentage of completion of each of the requested services as set forth in the payment schedule in Attachment B Fee Schedule. The Consultant shall submit invoices under each Task Order listing the services performed and completed as outlined in Attachment A. The invoice should cite the Purchase Order Number, Contract Number, and date of services or delivery of an end product. The County will make payment to the Consultant within thirty (30) calendar days of receiving a satisfactory and properly completed invoice, provided the work covered by the invoice has been completed and meets the requirements of the scope of work. Invoices for partial completion of a task, or subtask, shall be accompanied by documentation to support the request for payment. For services and Reimbursable Expenses of independent professional associates and consultants employed by the Consultant to render Additional Services unless negotiated otherwise, the County shall pay to the Consultant the amount the actual amount of expenses with no markup. I.7 Compensation for Additional Services For project representation beyond basic services or, if included, any optional services, compensation for the Consultant s/employee s time shall not exceed the Consultant s direct personnel expenses and direct reimbursables. The selected compensation method will be determined by which is of least cost to the County. The County additionally Page 2 of 15

5 Contract No NA4 reserves the right to negotiate a fixed fee compensation for additional services to the project in lieu of the method outlined above. I.8 Time of the Essence and Completion Time shall be of the essence to this Contract, except where it is herein specifically provided to the contrary, provided that schedules are mutually agreed to and Consultant shall not be responsible for delays and related damages due to circumstances or events beyond its direct control. I.9 Key Personnel and Special Consultants The Consultant shall assign to this Contract the following key personnel: Project Manager QA/QC Survey Engineering Service John DePasquale, PE Michael Rosenfeld, PE Tami Lenox, LS William LaBaugh III, PE Tom Fleming, PE Minh Tonthat Brian Finerfrock, PE Paul Burkart, PE Amy Morris, PE, PTOE Jeffery Kapinos, PE Gary Johnson, PE Laura Wolfe, AICP, APA Paul Schray During the period of performance, the Consultant shall make no substitutions of key personnel and/or consultants unless illness, death, or termination of employment necessitates the substitution and/or in the event the Consultant determines that a personnel substitution is in the best interest of the project. However, in no event shall a substitution of key personnel take place due to the Consultant s reassignment of key personnel to another project. This project shall take precedence over any other project the Consultant may have assigned to the key personnel identified herein. The Consultant shall notify the County Contract Administrator within five (5) calendar days after the occurrence of any of these events and provide the information required by the paragraph below. The Consultant shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutions, and any additional information requested by the Contract Administrator. Proposed substitutions should have comparable qualifications to those of the persons being replaced. The Contract Administrator will notify the Consultant within a reasonable period after receipt of all required information of its decision on proposed substitutions. The Consultant shall also assign as subconsultant to this Contract: Drainage/Hydraulics/VPDES Permits Bridge and Structures Design Coordination of Utility Adjustments Environmental Assessment/Coordination and Permitting Roadway Design/Alternatives, Park/Ride Lots, and Bike/Ped Facilities Geotechnical Services Rummel, Klepper & Kahl, LLP GeoConcepts Engineering, Inc. Page 3 of 15

6 Contract No NA4 Signal Design, MOT Utility Designation Right of Way Services, Appraisals, and Acquisitions T3 Design Accumark, Inc. Continental Field Services I.10 Inspection and Acceptance All tasks and reports shall be conducted and completed in accordance with the care and skill ordinarily used by members of the Consultant s profession practicing under similar circumstances at the same time and in the same locality, and shall be considered complete when the deliverables are approved as meeting the requirements by the Contract Administrator in writing. In the event of rejection of any report or deliverable, the Consultant shall be notified in writing and shall have ten (10) working days from date of issuance of notification to correct the deficiencies and resubmit the report/deliverable. Failure to submit work that meets requirements within the 10 working days shall constitute a breach of the Contract for which the Consultant may be held in default. I.11 Insurance, Hold Harmless, and Independent Consultant Status The Consultant shall maintain insurance, in an amount and a form set forth in RFP The Consultant hereby agrees to indemnify, defend at its own expense, and hold harmless Prince William County, Virginia, its officers, agents, employees and volunteers, from any and all claims for property damage, bodily injuries, and personal injuries including cost of investigation, all expenses of litigation, including reasonable attorney s fees, and the cost of appeals arising out of any claims or suits which result from errors, omissions, or negligent acts of the Consultant, its consultants/subcontractors, agents, and employees. It is understood and agreed that the Consultant all times herein shall be acting as an independent Consultant. I.12 Disadvantaged Business Enterprise Goal and Monitoring The Consultant agrees it must comply throughout the Contract period with Disadvantaged Business Enterprise (DBE) goals as established for this Contract and subsequent written Task Orders under the terms of the Contract. The Consultant agrees and understands that its agents, employees, assigns, or successors, and any person, firm, or agency of whatever nature with whom it may contract or make an agreement, shall comply with the policy guidelines established by VDOT Disadvantaged Minority Enterprise program plan and the provisions of 49 CFR Part 26, as amended, which is hereby made part of this Contract by reference. The Consultant understands that the County/VDOT reserves the right to monitor to ensure that the Consultant s DBEs committed to perform services under contract are in compliance with the requirements as described in 49 CFR Part VDOT District Civil Rights Managers (DCRM) staff will monitor the Consultant s activities to ensure that DBE firms are performing work in accordance with federal regulations. The DCRM may conduct DBE Compliance Reviews on each DBE firm performing work for participation credit/goal. Compliance monitoring may include: site visits, review of documents such as material tickets, subcontracts, lease agreements, etc., and any other information needed to render a compliance determination. The Consultant shall maintain records and documents of payments to DBE firms throughout the Contract performance period. At a minimum, these records must consist of the type of work the DBE firm performed, dates of work, dollar amount paid for work, and on what date payment was made. Unless for an ARRA Task Order project, these records shall be submitted in duplicate on a quarterly basis to the Contract Administrator. Documentation should be submitted no later than thirty (30) calendar days after the end of the federal fiscal year quarter. Page 4 of 15

7 Contract No NA4 I.13 Task Order Procedures County shall provide a task request to the Consultant. The Consultant shall submit a task proposal to the County for each project based on the Consultant Schedule of Rates. The County may request a meeting with the Consultant to discuss the proposed scope of work. Based upon the request and any subsequent meetings/negotiations, the Consultant shall prepare a written task proposal within ten (10) calendar days from the County's task request. The Consultant task proposal should include, but not be limited to, the following: 1. The detailed scope of work, terms and conditions, other related special conditions, and management plan. 2. Key personnel assigned to the task. 3. The detailed cost breakdowns of deliverables. 4. The estimated staffing by position title, estimated number of hours for each, billable rates of pay, and total estimated cost for the task. All expenses shall be included in the hourly rate and shall cover salary, benefits, profit, and all other expenses for overhead, insurance, equipment, etc. 5. Identify subcontractors required for the task. Provide detailed information as required in item Reimbursable costs required for the task. Reimbursable costs shall consist of non-employee costs such as postage, copying charges, transportation, etc. 7. A list of any materials or information required from the County to complete the task order scope of services. The Consultant shall be responsible for obtaining information from the County at its own cost and expense for those items that are generally available to the public and are also essential for completion of the task. Those items shall be furnished when available and in the obtainable or accessible form(s). 8. Proposed dates of work commencement and completion. 9. Consultant shall sign and date task proposal. The Consultant may propose additional subcontractors for disciplines not already identified in the Contract. Such subcontractors shall require prior written approval by the Contract Administrator. The County may request that the Consultant make an oral presentation. Such a presentation may include, but is not limited to, explanations of the proposed approach, workplan, and cost estimate. No compensation shall be paid to the Consultant for the preparation and delivery of task proposals. The County reserves the right to request from the Consultant additional information as determined necessary prior to commencing with negotiations. Within seven (7) calendar days from final negotiations, the Consultant shall prepare and deliver the best and final task proposal to the Contract Administrator. The Consultant's final proposal shall be attached and incorporated in the final executed task order and made a part thereof. No work shall begin until the Consultant receives a fully-executed Task Request and Purchase Order. Unanticipated conditions and additional services required outside the original task order shall be addressed and a cost agreed upon between the County and the Consultant. A Change Order to the Task Order and Purchase Order shall be issued before these additional services are performed. The maximum dollar limit per individual task, and the aggregate sum of all projects per contract annually, shall not exceed the limits set forth in the Prince William County Purchasing Regulations, as promulgated by resolution of the Board of County Supervisors of Prince William County, pursuant to Section of the Code of Virginia, Virginia Public Procurement Act (VPPA). Page 5 of 15

8 Contract No NA4 I.14 Completion of Deliverables and Each Project Schedule The Consultant shall develop each project schedule(s) demonstrating its ability to achieve final completion of each design deliverable within the established time period for final completion of the Work. The project schedule shall include adequate allowances of the time required for the County s review and approval of submissions by authorities (i.e. plan review/permitting) having jurisdiction over the project. The Consultant shall have no authority to extend the time limits established by the approved schedule. The design process and construction plans development shall be completed within 6 months from the date of issuance of the Notice to Proceed. The Consultant shall submit a revised project schedule for the County s review in the event the schedule requires adjustment as the project proceeds. Monthly written progress reports shall accompany invoices for each separate project and should coincide with the deliverable schedule. Progress reports shall be made to the County Contract Administrator. The reports shall begin when the project commences and end when the final report is presented. The reports shall indicate the current status of all phases of the project, any problems and projected resolution, and expected completion date. Page 6 of 15

9 Contract No NA4 SECTION II GENERAL PROVISIONS II.1 Assignability of Contract Neither this Contract, nor any part hereof, may be assigned by the Consultant to any other party without the express prior written permission of the County. II.2 Modifications or Changes to the Contract All modifications and changes to the Contract shall be in writing. The Director of Transportation, with the concurrence of the Purchasing Manager (except as otherwise provided by the Purchasing Regulations), shall, without notice to any sureties, have the authority to order changes in this Contract which affect the cost or time of performance. Such changes shall be ordered in writing specifically designated to be a "Change Order." Such orders shall be limited to reasonable changes in the services to be performed or the time of performance; provided that the Consultant shall not be excused from performance under the changed Contract by failure to agree to such changes, and it is the express purpose of this provision to permit unilateral changes in the Contract subject to the conditions and limitations herein. The Consultant need not perform any work described in any change order unless it has received a certification from the County that there are funds budgeted and appropriated sufficient to cover the cost of such changes. The Consultant shall make a demand for payment for completed changed work within 30 calendar days of receipt of a change order, unless such time period is extended in writing, or unless the Purchasing Manager requires submission of a cost proposal prior to the initiation of any changed work or supplies. Later notification shall not bar the honoring of such claim or demand unless the County is prejudiced by such delay. No claim for changes ordered hereunder shall be considered if made after final payment in accordance with the Contract. II.3 Equal Employment Opportunity The County assures compliance with Title VI of the Civil Rights Act of 1964, as amended. The consultant and all subconsultants selected for this project will be required to submit a Title VI Evaluation Report (EEO-D2) within ten work days of notification of selection when requested by VDOT. This requirement applies to all consulting firms when the contract amount equals or exceeds $10,000. The County does not discriminate against an offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment. Nondiscrimination Provision Federally Funded Projects Construction contractors and consultants agree to abide by the provisions of Title VI and Title VII of the Civil Rights Act of 1964 (42 USC 2000e). Title VI of the Civil Rights Act of 1964 declares it to be the policy of the United States that discrimination on the grounds of race, color, or national origin shall not occur in connection with programs and activities receiving federal financial assistance, and authorizes and directs the appropriate federal departments, agencies, and subrecipients to take action to carry out this policy. Title VII of the Civil Rights Act prohibits discrimination against any employee or applicant for employment on the basis of race, religion, color, sex, or national origin for employers with 15 or more employees. The contractor/consultant further agrees to abide by Executive Order No entitled, "Equal Employment Opportunity," as amended by Executive Order No , and as supplemented in the Department of Labor Page 7 of 15

10 Contract No NA4 Regulations (41 C.F.R. Part 60), which prohibits discrimination on the basis of age, and Form FHWA-1273 required contract provisions for federal-aid construction projects. 49 C.F.R. Parts 21, 23, 26, and 27, and 23 C.F.R.. Parts 200, 230, and 633 are incorporated by reference in all contracts and subcontracts funded in whole or in part with federal funds. The Consultant shall comply with the Americans with Disabilities Act (ADA), and with the Virginians with Disabilities Act, Sections through of the Code of Virginia, as amended, the terms of which are incorporated herein by reference. II.4 Drug-free Workplace During the performance of this Contract, the Consultant agrees to (i) provide a drug-free workplace for the Consultant 's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Consultant 's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Consultant that the Consultant maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every Subcontract or purchase order over $10,000.00, so that the provisions will be binding upon each Subconsultant or Consultant. For the purpose of this section, "drug-free workplace" means a site for the performance of work done in connection with a specific Contract awarded to a Consultant in accordance with this chapter, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession, or use of any controlled substance or marijuana during the performance of this Contract. II.5 Claims/Disputes In accordance with Section , VA Code Ann., this provision shall be followed for consideration and handling of all claims by the Consultant under this contract. Section , VA Code Ann., is not applicable to this Contract, and under no circumstances is this paragraph to be construed as an administrative appeals procedure governed by Section , VA Code Ann. Notice of the intent to submit a claim setting forth the basis for any claim shall be submitted in writing within ten (10) days after the occurrence of the event giving rise to the claim, or within ten (10) days of discovering the condition giving rise to the claim, whichever is later. In no event, shall any claim arising out of this Contract be filed after the submission of the request for Final Payment by the Consultant. Claims by the Consultant with respect to this Contract shall be submitted in writing in the first instance for consideration by the Contract Administrator. The decision of the Contract Administrator shall be rendered in writing within forty-five (45) days from the receipt of the claim from the Consultant. If the Consultant is not satisfied with the decision or resolution of the Contract Administrator, the Consultant may file a formal dispute with regards to the claim with the Prince William County Director of Finance, which claim shall be received within thirty (30) days of the date of decision of the Contract Administrator. The Director of Finance shall reduce his or her decision to writing and shall mail or otherwise furnish a copy of this decision to the Consultant within forty-five (45) days of the receipt of the claim from the Consultant. The decision of the Director of Finance shall be final on behalf of Prince William County unless the Consultant submits the claim to the County Executive within thirty (30) days of the Director of Finance's decision. The Consultant may submit the claim to the County Executive by mailing or otherwise furnishing the Purchasing Manager a copy of the claim and a request for the County Executive's determination. The County Executive's decision on the claim shall be rendered in writing to the Consultant within forty-five (45) days of the Purchasing Manager's receipt of the request from the Consultant, and shall be final and binding on behalf of Prince William County, unless the Consultant submits the claim for determination by the Board of County Supervisors by Page 8 of 15

11 Contract No NA4 mailing or otherwise furnishing the Purchasing Manager a copy of the claim, along with a request for determination by the Board within thirty (30) days of the County Executive's decision. The Board shall consider the claim and render a decision within forty-five (45) days of the date on which the Board hears the claim in open meeting. The Board's procedure in considering claims under this Contract shall be the same as that for other decisions of the Board on claims made under Section et seq., VA Code Ann. The decision of the Board shall be final. Should any decision-maker designated under this procedure fail to make a decision within the time period specified, then the claim is deemed to have been denied by the decision-maker. Pending a final determination of a claim, the Consultant shall proceed diligently with the performance of the Work under the Contract. In accordance with the provisions of Section , VA Code Ann., full compliance with this procedure set forth in the provision shall be a precondition to the filing of any lawsuit by the Consultant against the Board of County Supervisors of Prince William County arising out of this Contract. II.6 Termination for Convenience of the County The parties agree that the County may terminate this Contract, or any work or delivery required hereunder, from time to time either in whole or in part, whenever the County Executive of Prince William County shall determine that such termination is in the best interests of the County. Termination, in whole or in part, shall be effected by delivery of a Notice of Termination signed by the County Executive or his designee, mailed or delivered to the Consultant, and specifically setting forth the effective date of termination. Upon receipt of such Notice, the Consultant shall: 1. Cease any further deliveries or work due under this Contract, on the date, and to the extent, which may be specified in the Notice; 2. Place no further orders with any subconsultants except as may be necessary to perform that portion of this Contract not subject to the Notice; 3. Terminate all subcontracts except those made with respect to Contract performance not subject to the Notice; 4. Settle all outstanding liabilities and claims which may arise out of such termination, with the ratification of the Purchasing Manager of Prince William County; and 5. Use its best efforts to mitigate any damages which may be sustained by it as a consequence of termination under this clause. After complying with the foregoing provisions, the Consultant shall submit a termination claim, in no event later than six (6) months after the effective date of its termination, unless an extension is granted by the Purchasing Manager. The Purchasing Manager, with the approval of the County's signatory to this Contract, shall pay from the using department's budget reasonable costs of termination, including a reasonable amount for profit on supplies or services delivered or completed. In no event shall this amount be greater than the original Contract price, reduced by any payments made prior to Notice of Termination and further reduced by the price of the supplies not delivered, or the services not provided. This Contract shall be amended accordingly, and the Consultant shall be paid the agreed amount. Page 9 of 15

12 Contract No NA4 In the event that the parties cannot agree on the whole amount to be paid to the Consultant by reason of termination under this clause, the Purchasing Manager shall pay to the Consultant the amounts determined as follows, without duplicating any amounts which may have already been paid under the preceding paragraph of this clause: 1. With respect to all Contract performance prior to the effective date of Notice of Termination, the total of: a. Cost of work performed or supplies delivered; b. The cost of settling and paying any reasonable claims as provided in subparagraph (4), above; c. A sum as profit on (a) determined by the Purchasing Manager to be fair and reasonable. 2. The total sum to be paid under (a) above shall not exceed the Contract price, as reduced by the amount of payments otherwise made, and as further reduced by the Contract price of work or supplies not provided. In the event that the Consultant is not satisfied with any payments which the Purchasing Manager shall determine to be due under this clause, the Consultant may appeal any claim to the Board of County Supervisors in accordance with the "Claims/Disputes" clause of this Contract. The Consultant shall include similar provisions in any subcontract, and shall specifically include a requirement that subconsultants make all reasonable efforts to mitigate damages which may be suffered. Failure to include such provisions shall bar the Consultant from any recovery from the County whatsoever of loss or damage sustained by a subconsultant as a consequence of termination for convenience. II.7 Termination for Default Either party may terminate this Contract, without further obligation, for the default of the other party or its agents or employees with respect to any agreement or provision contained herein. II.8 Termination for Non-Appropriation of Funds If funds are not appropriated for any succeeding fiscal year subsequent to the one in which this Contract is entered into, for the purposes of this Contract, then the County may terminate this Contract upon thirty (30) days prior written notice to the Consultant. Should termination be accomplished in accordance with this Section, the County shall be liable only for payments due through the date of termination. II.9 Payments to Consultant/Subconsultants In the event that the Consultant utilizes a subconsultant for any portion of the work under this Contract, the Consultant hereby agrees to: 1. The Consultant shall take one (1) of the two (2) following actions within seven (7) days after receipt of amounts paid to the Consultant by the County for work performed by a subconsultant under the Contract. a. Pay a subconsultant for the proportionate share of the total payment received from the County attributable to the work performed by that subconsultant under the Contract; or b. Notify the agency and any subconsultants, in writing, of its intention to withhold all or a part of the subconsultant's payment with the reason for nonpayment. Page 10 of 15

13 Contract No NA4 2. The Consultant shall be obligated to pay interest to a subconsultant on all monies owed by the Consultant that remain unpaid after seven (7) days following receipt by the Consultant of payment from the County for work performed by a subconsultant under the Contract, except for amounts withheld under Subsection 1 b. of this section. The Consultant 's obligation to pay an interest charge to a subconsultant pursuant to the provisions of this section may not be construed to be an obligation by the County. A contract modification may not be made for the purpose of providing reimbursement for any such interest charge. A cost reimbursement claim may not include any amount for reimbursement for such interest charge. 3. Unless otherwise provided under the terms of this Contract, interest shall accrue at the rate of one percent (1%) per month. 4. The Consultant is hereby required to include in each of its subcontracts a provision requiring each subconsultant to otherwise be subject to the same payment and interest requirements set forth in subsection 2. and 3. of this section with respect to each lower-tier subconsultant. II.10 Examination of Records The Consultant agrees that the County, or any duly authorized representative, shall, until the expiration of five (5) years after final payment hereunder, have access to and the right to examine and copy any directly pertinent books, documents, papers and records of the Consultant involving transactions related to this Contract. The Consultant further agrees to include in any subcontract for more than $10,000 entered into as a result of this Contract, a provision to the effect that the subconsultant agrees that the County or any duly authorized representative shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and copy any directly pertinent books, documents, papers and records of such Consultant involved in transactions related to such subcontract, or this Contract. The term "subcontract" as used herein shall exclude subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public. The period of access provided herein for records, books, documents and papers which may relate to any arbitration, litigation, or the settlement of claims arising out of the performance of this Contract or any subcontract shall continue until any appeals, arbitration, litigation or claims shall have been finally disposed of. II.11 Ethics in Public Contracting The Consultant hereby certifies that it has familiarized itself with Article 6 of Title 2.2 of the Virginia Public Procurement Act, Sections through , VA Code Ann., and that all amounts received by it, pursuant to this Procurement, are proper and in accordance therewith. II.12 Governing Law and Choice of Forum This Contract and any disputes hereunder shall be governed by the Constitution and laws of the Commonwealth of Virginia. It is further agreed that all disputes and matters whatsoever arising under, in connection with or incident to this Contract, shall be litigated, if at all, in and before a state Court located in Prince William County in the Commonwealth of Virginia, or a federal Court located in the Eastern District of Virginia, Alexandria Division, and any appropriate appellate Court thereof, to the exclusion of the courts of any other state, territory, country, or other jurisdiction. II.13 Immigration Reform and Control Act of 1986 The Consultant certifies that it does not and will not during the performance of this Contract violate the provisions of the Federal Immigration Reform and Control Act of 1986 which prohibits employment of illegal aliens. The Consultant agrees Page 11 of 15

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15 Contract No NA4 ATTACHMENT A SCOPE OF WORK The Consultant s services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the work. The Consultant shall ensure all contract documents developed for these projects are in compliance with all requirements of any federal, state, or County ordinance, regulation, code, requirement, or law which is applicable to the work, whether the project is funded with County/State/Federal funds. If the County observes that any of the Contract documents are not in compliance, it shall promptly notify the Consultant in writing, and any necessary changes shall be accomplished as provided in the Contract documents; provided, however, that nothing in this subparagraph shall relieve the Consultant of the duty imposed hereby in the event that the County fails to notify the Consultant of any such variance, whether such variance was known to the County or not. All Consultant personnel shall be knowledgeable of the Prince William County Construction Road Program, VDOT s Locally Administered Projects Manual, VDOT s Road and Bridge Specifications, VDOT s Standards, VDOT s Minimum Quality Assurance and Quality Control, and the Virginia Work Area Protection Manual. The employee shall provide their own transportation to, from, and on the project site to perform the services outlined herein. Work may require occasional travel to the project sites. Any employee in the field during construction shall wear personal safety equipment in accordance with federal, state, and County standards, regulations, laws, and requirements. Work may include, but is not limited to, full engineering design services for the preparation of complete construction plans and necessary design documents for roadways, bridges, public park and ride, pedestrian and bicycle facilities, traffic signal system, and other transportation-related public improvement projects. Work will include preparation of full plans, plats, documents, and permits for approval by VDOT, County, and all required agencies with jurisdiction over the project. Tasks will include completing the necessary survey, roadway alignments and alternatives, plans and profiles, drainage design, hydraulics, traffic and safety analysis, geotechnical investigation and report preparation, environmental impact assessments services and permit preparation, right-of-way acquisitions assistance to County, design/coordination of utility adjustments, and preparing all necessary bid documents, cost estimates, and all other supporting-documents necessary for plans approval by VDOT, the County and other necessary agencies. Projects may include improving, extending, widening, realigning, intersection improvements and signalization, and construction of existing roadways and/or any newly proposed transportation facilities such as commuter lots and pedestrian/bike trail facilities. The Consultant shall manage all disciplines of the design services. The Consultant shall consult with the County and research applicable design criteria, requirements, specifications, codes, attend project meetings, communicate with members of the project team, and issue weekly progress reports. The Consultant shall coordinate the services being provided by the subconsultants and with those services provided by the County and/or the County s other consultants. When project requirements have been sufficiently identified, the Consultant shall prepare, and periodically update, a monthly project schedule that shall identify milestone dates for decisions required of the County, design services furnished by the Consultant, completion of documentation provided by the Consultant, commencement of construction, and substantial completion of the work. The Consultant shall become informed and knowledgeable with regards to the specifics of each project and the County s proposed budget for each project. When the project requirements have been sufficiently identified, the Consultant shall prepare a preliminary estimate of the construction cost of the work, including right-of-way and utility cost. This estimate shall be prepared by an independent estimator experienced in the type of work. As the design process progresses, the Consultant shall continually, as required, update the total project cost estimate for each design and approval phase and through the end of the preparation of the construction documents. The Consultant shall advise the County of any adjustments to previous estimates of the cost of the work indicated by changes in project requirements or general market conditions. If at any time the Consultant s estimate of the total cost of the work exceeds the County s Page 13 of 15

16 Contract No NA4 budget, the Consultant shall make appropriate recommendations to the County to adjust the project s size, quality, or budget. The updated estimates of the total cost of the work prepared by the Consultant represent the Consultant s judgment as a design professional familiar with the construction industry. In preparing estimates of the total cost of the work, the Consultant shall include contingencies for design, construction management/inspection, bidding, and price escalation. Equipment, component systems, and types of construction shall be included in the Contract Documents. The Consultant shall make reasonable adjustments in the scope of the project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated cost of the work to meet the County s overall planned budget. The Consultant shall make a presentation to explain the design of the project to representatives of the County or stakeholders. Page 14 of 15

17 Contract No NA4 ATTACHMENT B - PAYMENT SCHEDULE See following pages. Page 15 of 15

18 Effective Date: January 26, 2016 Year 1 Position ATCS, PLC Negotiated 1.50% Total Overhead Facilities Fee Fixed Overtime Average hourly rates Direct Escalation Direct Rate Cost Cap Base (Profit) Billable Billable Classification 1 Hourly Rate Factor Labor Rate 10.00% Rate Rate % 156% O/H 3 Home Home 1 Senior Project Manager 1 $ $ % $ $ $0.00 $ $ $ $ Project Manager 1 $ $ % $ $ $0.00 $ $ $ $ Engineer Manager $ $ % $ $ $0.00 $ $ $ $ Senior Engineer $ $ % $ $ $0.00 $ $ $ $ Sr Project Engineer 1 $ $ % $ $93.50 $0.00 $ $ $ $ Project Eng 1 $ $ % $ $63.63 $0.00 $ $ 7.90 $ $ Draftsman/CADD 1 $ $ % $ $45.24 $0.00 $ $ 5.62 $ $ Senior Specialist $ $ % $ $ $0.00 $ $ $ $ Specialist 2 $ $ % $ $ $0.00 $ $ $ $ Civil Engineer 1 $ $ % $ $59.37 $0.00 $ $ 7.37 $ $ Senior Survey Manager 1 $ $ % $ $ $0.00 $ $ $ $ Survey Manager 1 $ % $ $89.93 $0.00 $ $ $ $ Survey 1-man Crew $ $ % $ $65.18 $0.00 $ $ 8.10 $ $ Survey 2-man Crew 1 $ $ % $ $ $0.00 $ $ $ $ Senior Survey Computer 1 $ % $ $79.74 $0.00 $ $ 9.90 $ $ Survey Computer 1 $ % $ $69.59 $0.00 $ $ 8.64 $ $ Financial Analyst $ $ % $ $94.76 $0.00 $ $ $ $ Billing Specialist $ $ % $ $52.59 $0.00 $ $ 6.53 $ $ Clerical 1 $ $ % $ $40.60 $0.00 $ $ 5.04 $ $ % Page 1 of 6

19 Effective Date: January 26, 2016 ATCS, PLC Year 2 Negotiated 3.00% Total Overhead Facilities Fee Fixed Overtime Direct Escalation Direct Rate Cost Cap Base (Profit) Billable Billable Category Hourly Rate Factor Labor Rate 10.00% Rate Rate % 0.00% 156% O/H 3 Home Home 1 Senior Project Manager 1 $ % $ $ $0.00 $ $ $ $ Project Manager 1 $ % $ $ $0.00 $ $ $ $ Engineer Manager $ % $ $ $0.00 $ $ $ $ Senior Engineer $ % $ $ $0.00 $ $ $ $ Sr Project Engineer 1 $ % $ $96.30 $0.00 $ $ $ $ Project Eng 1 $ % $ $65.53 $0.00 $ $ 8.14 $ $ Draftsman/CADD 1 $ % $ $46.59 $0.00 $ $ 5.79 $ $ Senior Specialist $ % $ $ $0.00 $ $ $ $ Specialist 2 $ % $ $ $0.00 $ $ $ $ Civil Engineer 1 $ % $ $61.15 $0.00 $ $ 7.60 $ $ Senior Survey Manager 1 $ % $ $ $0.00 $ $ $ $ Survey Manager 1 $ % $ $92.63 $0.00 $ $ $ $ Survey 1-man Crew $ % $ $67.14 $0.00 $ $ 8.34 $ $ Survey 2-man Crew 1 $ % $ $ $0.00 $ $ $ $ Senior Survey Computer 1 $ % $ $82.13 $0.00 $ $ $ $ Survey Computer 1 $ % $ $71.68 $0.00 $ $ 8.90 $ $ Financial Analyst $ % $ $97.61 $0.00 $ $ $ $ Billing Specialist $ % $ $54.17 $0.00 $ $ 6.73 $ $ Clerical 1 $ % $ $41.82 $0.00 $ $ 5.19 $ $ % Page 2 of 6

20 Effective Date: January 26, 2016 ATCS, PLC Year 3 Negotiated 3.00% Total Overhead Facilities Fee Fixed Overtime Direct Escalation Direct Rate Cost Cap Base (Profit) Billable Billable Category Hourly Rate Factor Labor Rate 10.00% Rate Rate % 0.00% 156% O/H 3 Home Home 1 Senior Project Manager 1 $ % $ $ $0.00 $ $ $ $ Project Manager 1 $ % $ $ $0.00 $ $ $ $ Engineer Manager $ % $ $ $0.00 $ $ $ $ Senior Engineer $ % $ $ $0.00 $ $ $ $ Sr Project Engineer 1 $ % $ $99.19 $0.00 $ $ $ $ Project Eng 1 $ % $ $67.50 $0.00 $ $ 8.38 $ $ Draftsman/CADD 1 $ % $ $47.99 $0.00 $ $ 5.96 $ $ Senior Specialist $ % $ $ $0.00 $ $ $ $ Specialist 2 $ % $ $ $0.00 $ $ $ $ Civil Engineer 1 $ % $ $62.98 $0.00 $ $ 7.82 $ $ Senior Survey Manager 1 $ % $ $ $0.00 $ $ $ $ Survey Manager 1 $ % $ $95.41 $0.00 $ $ $ $ Survey 1-man Crew $ % $ $69.15 $0.00 $ $ 8.59 $ $ Survey 2-man Crew 1 $ % $ $ $0.00 $ $ $ $ Senior Survey Computer 1 $ % $ $84.59 $0.00 $ $ $ $ Survey Computer 1 $ % $ $73.83 $0.00 $ $ 9.17 $ $ Financial Analyst $ % $ $ $0.00 $ $ $ $ Billing Specialist $ % $ $55.79 $0.00 $ $ 6.93 $ $ Clerical 1 $ % $ $43.08 $0.00 $ $ 5.35 $ $ % Page 3 of 6

21 Effective Date: January 26, 2016 ATCS, PLC Year 4 Negotiated 3.00% Total Overhead Facilities Fee Fixed Overtime Direct Escalation Direct Rate Cost Cap Base (Profit) Billable Billable Category Hourly Rate Factor Labor Rate 10.00% Rate Rate % 0.00% 1 156% O/H 3 Home Home 1 Senior Project Manager 1 $ % $ $ $0.00 $ $ $ $ Project Manager 1 $ % $ $ $0.00 $ $ $ $ Engineer Manager $ % $ $ $0.00 $ $ $ $ Senior Engineer $ % $ $ $0.00 $ $ $ $ Sr Project Engineer 1 $ % $ $ $0.00 $ $ $ $ Project Eng 1 $ % $ $69.53 $0.00 $ $ 8.64 $ $ Draftsman/CADD 1 $ % $ $49.43 $0.00 $ $ 6.14 $ $ Senior Specialist $ % $ $ $0.00 $ $ $ $ Specialist 2 $ % $ $ $0.00 $ $ $ $ Civil Engineer 1 $ % $ $64.87 $0.00 $ $ 8.06 $ $ Senior Survey Manager 1 $ % $ $ $0.00 $ $ $ $ Survey Manager 1 $ % $ $98.27 $0.00 $ $ $ $ Survey 1-man Crew $ % $ $71.23 $0.00 $ $ 8.85 $ $ Survey 2-man Crew 1 $ % $ $ $0.00 $ $ $ $ Senior Survey Computer 1 $ % $ $87.13 $0.00 $ $ $ $ Survey Computer 1 $ % $ $76.04 $0.00 $ $ 9.45 $ $ Financial Analyst $ % $ $ $0.00 $ $ $ $ Billing Specialist $ % $ $57.47 $0.00 $ $ 7.14 $ $ Clerical 1 $ % $ $44.37 $0.00 $ $ 5.51 $ $ % Page 4 of 6