these specifications shall be made based on this statement.

The Town of Front Royal invites the submission of sealed bids from qualified Contractors, licensed to work in Virginia, capable of satisfying the Town's needs, in accordance with the enclosed scope of services, specifications and terms. Sealed bids, subject to the specifications and conditions contained hereto, will be received in the Purchasing Department at which time and place they will be opened and read aloud. Any bid received after the announced time and date of the submittal deadline will not be considered. Fax or email submissions will not be accepted. Please Note: In the event that the Town of Front Royal offices are closed due to inclement weather and/ or emergency situations prior to or at the time set aside for receipt of this proposal, the published due date will default to the next open business day at the same time. Bid documents are available from the Purchasing Department. To obtain a copy, contact Alisa Scott, Purchasing Manager 102 E. Main Street, Front Royal, Virginia 22630 Phone (540) 636-6889 or email ascott@frontroyalva.com A request for a copy of this Invitation for Bid does not commit the holder to submit a quotation. There will be no pre-bid conference. Nothing herein is intended to exclude any responsible firm or in any way restrain or restrict competition. On the contrary, all responsible firms are encouraged to submit bids. It shall be the Bidder's responsibility to advise the Purchasing Agent in writing if any language requirement, specification, etc., or any combination thereof, inadvertently restricts or limits the requirements stated in the IFB to a single source. Such notification must be received by the Purchasing Agent not later than five (5) days prior to the date set for bids to be received. Each Bidder is responsible for examining and understanding this IFB prior to submitting their quotation. Bidders assume all risk of errors contained in this IFB and no contact awarded will be increased to cover costs that should have been anticipated by the Bidder in examining the document. If any prospective Bidder has questions about the terms contained in the solicitation document, that Bidder should contact Cynthia Hartman, Purchasing Agent, no later than five (5) working days before the due date. Any revisions to the solicitation will be made only by an addendum issued by the Town. The apparent silence of these specifications and any supplemental specifications as to any detail or the omission from the specifications of a detailed description concerning any point shall be regarded as meaning only the best commercial practices are to prevail and only materials and equipment of highest quality and correct type, size and design are to be used. Likewise, all workmanship is to be of the highest quality. All interpretations of

these specifications shall be made based on this statement. Submittal of a quotation indicates acceptance by the Bidder of the conditions contained in this IFB. The Town of Front Royal reserves the right to reject without prejudice any or all quotations. The Town of Front Royal reserves the right to amend the specifications and request new and/ or updated submittals at any time prior to award of a Contract. The awarding authority for this contract is the Town of Front Royal. It is understood and agreed that the Contract generated from this IFB shall be subject to annual appropriations by the Town of Front Royal Town Council. Should the Council fail to appropriate funds for the Contract, the Contract will be terminated when funds are exhausted. There shall be no penalty should the Council fail to make annual appropriations for the Contract. The Town of Front Royal reserves the right to accept or reject without prejudice any or all bids; to waive informalities; to negotiate with the lowest responsive and responsible Bidder in order to stay within available budget funding; and to award the project as deemed in its judgment to be in the best interest of the Town of Front Royal. The Town of Front Royal reserves the right to reject any or all bids or parts of bids, to waive informalities, and to request rebids. The Town of Front Royal also reserves the right to award the Contract in the best interest of the Town. It further reserves the right to award the Contract on a split order, lump sum, or individual item basis, or any such combination as shall serve in the best interest of the Town, unless otherwise specified. All Bidders shall abide by all applicable State and Federal laws. The Town of Front Royal does not discriminate against small and minority businesses.

GENERAL TERMS AND CONDITIONS Nothing herein is intended to exclude any responsible firm or in any way restrain or restrict competition. On the contrary, all responsible firms are encouraged to submit quotations. All costs of quotation preparation and presentation shall be borne by each Bidder. The Town of Front Royal is not liable for any cost incurred by the Bidder prior to issuance of a contract. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation. 1) Bids shall be enclosed in a sealed envelope clearly marked SEALED BID, and mailed to the Town of Front Royal, Purchasing Department, P.O. Box 1560, Front Royal, VA 22630. Bids may also be hand delivered to the Purchasing Department, 102 East Main Street, Front Royal. The Bidder shall place on the outside of the envelope the name of the firm submitting the bid. 2) It is the responsibility of the Bidder to assure that the bid is delivered to the place designated for receipt of bids prior to the time set for receipt of bid. No bid received after the time designated for receipt of bid will be considered. Fax or email bids will not be accepted. The Town of Front Royal is not responsible for delays in the delivery of the mail by the U.S. Postal Service, private couriers, or the inter-office mail system. It is the sole responsibility of the bidder to ensure that its proposal reaches the Purchasing Department by the designated date and hour. The time of submission shall be solely based on the decision and determination of the Town employee who received the bid and that decision shall be final. 3) Bid submissions must be on the enclosed bid forms. Failure to submit a bid on the official Town form provided for that purpose shall be cause for rejection. Modification or additions to any portion of the solicitation may be cause for rejection of the bid; however, the Town reserves the right to decide on a case-by-case basis, it its sole discretion, whether or not to reject such a bid as nonresponsive. 4.) Bid submissions shall be valid for sixty (60) days following the opening date. No bid may be withdrawn or changed during this period. At the end of the 60 days the bid may be withdrawn at the written request of the Bidder. If the bid is not withdrawn at that time, it will remain in effect until an award is made or the solicitation is cancelled. 5.) By submitting a bid, all Bidders certify that their bid is made without collusion or fraud and that thy have not offered or received any kickbacks or inducements from any

other Bidder, supplier, manufacturer or subcontractor in connection with their bid, and that they have not conferred with any public employee having official responsibility for this procurement transaction, any payment, loan, subscription, advance, deposit of money, or services, Code of Virginia 2.2-4367. 6.) By submitting a bid, all Bidders certify that they are not currently debarred by the Commonwealth of Virginia or the Town of Front Royal from submitting a response for the type of goods and/ or services covered by this solicitation. Bidders certify that they are not debarred from filling any order or accepting any resulting order, or that they are an agent of any person or entity that is currently debarred by the Commonwealth of Virginia or Town of Front Royal. 7.) No bid, once submitted, may be withdrawn due to error except in accordance with the provisions of the Code of Virginia. The Bidder shall submit to the Purchasing Agent the original work papers, documents, and materials used in the preparation of the bid within two business days after the date fixed for submission of the bids. The work papers shall be delivered in person or by certified mail. The Bidder shall identify in sufficient detail the nature of the mistake. Such mistake shall be proved only from the original work papers, documents, and materials delivered as required herein. 8.) No bid may be withdrawn under this section when the result would be awarding the contract on another bid of the same Bidder or of another Bidder in which ownership of the withdrawing Bidder is more than five percent (5%). If a bid is withdrawn under the authority of this section, the lowest remaining bid shall be deemed to be the low bid. 9.) No Bidder who is permitted to withdraw a bid shall, for compensation, supply any material or labor to or perform any subcontract or other work agreement for the person or firm to whom the contract is awarded or otherwise benefit, directly or indirectly, from the performance of the project for which the withdrawn bid was submitted. 10.) If the Town denies the withdrawal of a bid under the provision of this section, it shall notify the Bidder in writing stating the reasons for its decision and award the contract to such Bidder at the bid price, provided such Bidder is a responsive and responsible Bidder. 11.) No oral interpretations will be made to any Bidder concerning the specifications, requirements, or other provisions of this IFB. All questions should be directed in writing to the Purchasing Department no later than five (5) business days prior to the date set for opening of bids. Every interpretation made to a Bidder will be answered as an addendum, which will be posted on the Town website at www.frontroyalva.com. All addendum shall become part of the Contract documents. No substitution of any kind or riders of any nature to the bids will be considered except by the above-approval of product substitution.

12.) By submitting their bid, all Bidders certify to the town of Front royal that they will conform to the provisions of the Federal Civil right Act of 1964, as amended, the Virginia Fair Employment Act of 1975, as amended, the American Disability Act of 1990, and Code of Virginia (1950) as amended, the Virginia Public Procurement Act that provides: During the performance of the Contract, the selected Contractor agrees as follows: a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. b. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor will state that the Contractor is an equal opportunity employer. The Town of Front Royal does not discriminate against faith-based organizations. c. Notices, advertisements and solicitations placed in accordance with Federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. d. The Contractor agrees to provide a drug-free workplace for the Contractor's employees; to post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession or use of a controlled substance or marijuana is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; and state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug free workplace. For the purpose of this paragraph, "drugfree workplace" means a site for the performance of work done in connection with the Contract awarded to a Contractor in accordance with this procurement transaction. The selected Contractor will include the provisions of the foregoing paragraphs a, b, c and din every subcontract or Purchase Order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor. 13.) During preparation and prior to opening, each Bidder shall not divulge, discuss or compare his response with others and shall not collude with any other party to a response. A

signed response shall be taken as an indication that the Bidder fully understands the Commonwealth of Virginia's Conflict of Interest Act and the Commonwealth of Virginia's Ethics in Public Procurement Act and that h i s a c t i o n s in no way violate any of the provisions therein. 14.) Submitted bids shall be subject to public inspection in accordance with Code of Virginia 2.2-4342, 2.2-3704 and 3705. Ownership of all data, materials, and documentation originated and prepared for the Town of Front Royal pursuant to this IFB shall belong exclusively to the Town and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by a Bidder shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Bidder must invoke the protections of Virginia Code 2.2-4342(F), in writing, either before or at the time the data or other material is submitted. The written notice must specifically identify the data or materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line item prices, and/ or total proposal prices as proprietary or trade secrets is not acceptable. 15.) Quantities shown are estimated for bidding purposes only and shall be verified by the successful Contractor before placing orders for material No payment shall be allowed for excess materials. Regardless of uncertainties of material supply and production at the time of bidding, Bidders shall base their bids in strict accordance with items, materials, and methods as set forth in the Contract Documents. 16.) Pay items that are required to complete the scope of the work, as defined by the project plans and specifications may be added to the list of pay items by the Town. 17.) It is understood that all quantities listed herein are estimated quantities and the Town reserves the right to raise, lower, or eliminate any quantity. 18.) Where the unit price and the extension price are at variance, the unit price will prevail. Bids which are incomplete, unbalanced, conditional, obscure, or which contain additions not allowed for, alterations or irregularities of any kind, or which do not comply with the Contract Documents may be rejected at the option of the Town of Front Royal. 19.) Bids shall be signed by the person or member of the firm who is legally authorized to enter into a binding contract. All documents shall be signed in ink. Any corrections to entries made on the forms shall be made in ink and initialed by the person signing the response.

20.) All bids must be accompanied by a Bid Guarantee, which shall be one of the following: a certified check, cashier's check, trust company treasurer's check, bank draft of any national or state bank or bid bond in the sum of five percent (5%) of the base bid and made payable to Town of Front Royal. Said check, draft or bid bond shall be a guarantee that should the bid be accepted, the bidder will within sixty (60) days after the acceptance of the bid, enter into a contract with the Town of Front Royal for the services proposed to be performed and will at that time furnish an acceptable contract surety. 21.) Said instruments and the monies payable thereon will, at the option of the Town of Front Royal, be forfeited as liquidated damages if the bidder fails to execute the written contract and furnish the required surety bonds within sixty (60) consecutive calendar days following written notice of the award of the contract. Award will then be made to the next lowest responsive and responsible bidder. 22.) A fully completed and properly executed original Performance Bond, equal to one hundred percent (100%) of the bid will be required of the successful bidder to ensure satisfactory completion of the work. The bond shall be a corporate surety bond issued by a surety company authorized to do business in the Commonwealth of Virginia and acceptable to the Town of Front Royal. 23.) A fully completed and properly executed original Payment Bond, equal to one hundred percent (100%) of the bid will be required of the successful bidder. The bond shall be conditioned upon the payment of all persons who have and fulfill contracts for the successful bidder for performing labor, providing equipment, or providing material in the performance to the work provided for in the Contract. The bond shall be a corporate surety bond issued by a surety company authorized to do business in the Commonwealth of Virginia and acceptable to the Town of Front Royal. 24.) The Town of Front Royal may make such reasonable investigations as deemed proper and necessary to determine the ability of the Bidder to perform the work and the bidder shall furnish to the Town all such information and data for this purpose as may be requested. The Town reserves the right to inspect the Bidder's physical plant prior to award to satisfy questions regarding the Bidder's capabilities. The Town further reserves the right to reject any bid if the evidence submitted by, or investigations of, such Bidder fails to satisfy the Town that such Bidder is properly qualified to carry out the obligations of the contract to complete the work contemplated therein.

Contractor to the address first named above in the event of substantial failure or default of the Contractor to perform in accordance with the terms hereof through no fault of the Town's. 26.) The obligation to provide further services under the Contract may be terminated by the Town for its convenience and not for cause upon ten (10) days written notice. The Contractor shall be compensated for work performed through the date of termination and for termination expenses, including any expenses directly attributable to termination and for which the Contractor is not otherwise compensated. Termination expenses shall not, however, include loss profits on services not performed as a result of such termination for convenience. 27.) The awarding authority of the Contract will be the Town of Front Royal Town Council. The award of the Contract will be to the responsible Bidder submitting the lowest base bid whose qualifications indicate the award will be in the best interest of the Town of Front Royal, and whose bid meets the prescribed requirements. Unless cancelled or rejected, a responsive bid from the lowest responsible Bidder shall be accepted as submitted, except that if the bid from the lowest responsible Bidder exceeds available funds. The Town may then negotiate with the apparent low Bidder to obtain a contract price within funding. 28.) The award of a Contract shall be determined in the sole discretion of the Town of Front Royal. The Town reserves the right to reject any and all bids, and to waive any informality in quotations submitted in response to this IFB. The rights are also reserved to award tl1e Contract where it appears to be in the best interest of the Town of Front Royal. The successful bidder must be willing to enter into the Town's standard Contract for Services 29.) The Contractor shall complete, maintain, and submit to the Town all records and reports and lists of services rendered when such services are rendered. All information, documents, and electronic media furnished by the Town to the Contractor belong to the Town, are furnished solely for use in connection with the Contractor's performance of services required by the contract, and shall not be used by the Contractor on any other project or in connection with any other person or entity, unless disclosure or use thereof in com1ection with any matter other than services rendered to the Town of Front Royal hereunder is specifically autl1orized in writing by the Town in advance. All documents or electronic media prepared by or on behalf of the Contractor for the Town are the sole property of the Town, free of any retention rights of the Contractor. The Contractor hereby grants to the Town of Front Royal an unconditional right of use, for any purpose whatsoever, documents or electronic

media prepared by or on behalf of the Contractor pursuant to the Contract, free other proprietary rights with respect to such documents. The Contractor shall ensure that all documents developed for this project are in compliance with all requirements of any ordinance, regulation, or law which is applicable to the work. If the Town observes that any of documents are non-compliant, changes shall be accomplished as provided in the Contract Documents; provided, however, that nothing in this subparagraph shall relieve the Contractor of the of the duty imposed on it hereby in the event that the Town fails to notify the Contractor of any such variance, whether such variance was known to the Town or not. 30.) The Contractor shall perform all services to be rendered pursuant to the Contract at locations specified by the Project Manager. The Contractor agrees to maintain all facilities and equipment used by the Contractor under this Contract in clean, sanitary, and safe condition and free from defects of every kind. 31.) The Contractor agrees that it has procured all licenses, permits, or other like permission required by law to conduct or engage in the activity provided for in the Contract; that it will procure all additional licenses, permits, or like permission required by law during the term of the Contract; and that it will keep such licenses, permits, and permissions in full force and effect during the term of the Contract. If a business is located in the Town of Front Royal, it is unlawful to conduct or engage in that business without obtaining a business license. 32.) The Contractor understands and agrees that the relationship of the Contractor to the Town arising out of this Contract shall be that of independent contractor. It is understood that the Contractor, or its staff and employees, are not employees of the Town and are, therefore, not entitled to any benefits provided employees of the Town. 33.) The Contractor understands that a Contract with the Town of Front Royal is a Contract with the professional services of the Contractor and that it is made by the Town in reliance on the Contractor's skills and knowledge in the activity to be conducted and as represented by the Contractor. Accordingly, the Contract is non-assignable by the Contractor without the express written permission of the Town. 34.) The Contractor shall pay all County, Town, State and Federal taxes required by law and resulting from the work or traceable thereto, under whatever name levied. Said taxes shall not be in addition to the Contract price between the Town and the Contactor, as the taxes shall be solely an obligation of the Contactor and not the Town, and the Town shall be held harmless for same by the Contractor. The Town of Front Royal is exempt from State Sales Tax and Federal Excise Tax. A Tax Exemption Certificate indicating the Town's exempt status will be furnished by the Town upon request.

35.) The Contractor certifies that it does not and shall not during the performance of the contract for goods and services for the Town of Front Royal, violate the provisions of the Federal Immigration Reform and Control Act of 1986, which prohibits employment of illegal aliens. 36.) The Contractor and Subcontractor shall comply with the provisions of Virginia law found in Code of Virginia (1950) as amended 54.1-1100 through 54.1-1117, regarding the regulation of contractors. All nonresident Contractors and Subcontractors submitting bids on the work described herein shall register with the Department of labor and Industry under the provisions of the Code of Virginia (1950) as amended, Subsection 40.1-30 and 2.2-4311.2 37.) Any Contract resulting from this solicitation shall be governed in all respects by the laws of the Commonwealth of Virginia, and any litigation with respect thereto shall be brought in the Circuit Court of Warren County. The bidder shall comply with applicable federal, state and local laws and regulations. 38.) The Contractor shall give all notices and comply with all notices and comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the work. Any notice which is required to be given, or which may be given under the Conh act shall be sent to those mailing addresses noted in the first paragraph of the Contract. A party desiring to change its address for notice(s) must give the other party notice of the change in accordance with the notice requirements of the Contract. The notice of the change must be marked for the attention of the other party's legal counsel and, for avoidance of doubt, is not effective unless it is so marked. 39.) The Contractor shall procure and maintain the general liability insurances shown below, with the Town named as Additional Insured, for protection from claims arising out of performance of services caused by negligent, reckless, or willful error, omission or act for which the Contractor is legally liable. The Contractor shall deliver to the Town, upon execution of the Contract, certificates of such insurance. Insurance shall provide for coverage effective through the date of the end of the Project. Comprehensive General Liability Insurance, naming tl1e Town as Additional Insured. Automobile Liability, naming the Town as Additional Insured Worker's Compensation 40.) The insurance shall be for the following amounts: Comprehensive General Liability Insurance- $1,000,000 Minimum per Incident

Automobile Liability Insurance-$1,000,000 bodily injury and $1,000,000 property damage Worker's Compensation - As required by the Commonwealth of Virginia No change, cancellation, or non-renewal shall be made in any insurance coverage without thirty (30) days written notice to the Town. The Contractor shall furnish anew Certificate of Insurance that complies with all requirements of the Contract prior to any change or cancellation Date. The failure of the Contractor to deliver a new and valid certificate will result in suspension of all work and payments due until the new Certificate of Insurance is provided to the Town. Such failure shall also serve as grounds for immediate termination of the Contract by the Town at the Town's sole discretion. 41.) The Contracor agrees to defend, indemnify and hold harmless the Town of Front Royal and its members of Council, Officers, Directors, Agents, employees and volunteers against any and all claims or disputes of injuries, death, damage to property, theft, patent claims, suits, liabilities, judgements, costs and expenses (including reasonable attorney fees) which may otherwise accrue against the Town in consequence of the granting of a contract and which may otherwise result therefrom, if it is determines that the act was caused through negligence, error, or omission of the Contractor or his/her employees, sub-contractor or his/her employees, and/ or joint negligence error, or omission of the Town, Contractor, or sub-contractor. The Contractor shall, at his/her own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith. If any judgement shall be rendered against the Town in any such action, the Contractor shall, at his/her own expense, satisfy and discharge the same. The Contractor expressly understands and agrees that any performance bond or insurance protection required by the Contract, or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Town as herein provided. The provisions of this clause shall survive the completions, terminations or expiration of the Contract. 42.) To the Prime Contractor: a. The Town shall promptly pay for the completed services or delivered goods described in the lfb by the required date. The required payment date shall be either: (1) the date on which payment is due under the terms of the Contract, or (2) if a date is not established by the Contract, not more than forty-five (45) days after goods or services are received or not more than forty-five (45) days after an invoice is rendered, whichever is later. Separate payment dates may be specified for Contracts under which goods or services are provided in a series of partial executions or deliveries to the extent that the Contract provides for separate payment for partial execution or delivery. Within twenty (20) days after the receipt

of an invoice for goods or services, the Town shall notify the supplier of any defect or impropriety that would prevent payment by the required payment date. Where payment is made by mail, the date of the postmark shall be deemed to be the date the payment is made. b. Individual Contractors shall provide their Social Security numbers, and proprietorships, partnerships, and corporations shall provide the Town of Front Royal with a Federal Employer Identification number, prior to receiving any payment from the Town. c. Invoices for items ordered, delivered and accepted shall be submitted by the Contractor directly to this payment address: Town of Front Royal Accounts Payable P.O. Box 1560 Front Royal, VA 22630 All invoices shall show the applicable Purchase Order number. d. The Contractor shall monthly furnish an invoice to the Town for services rendered that month. All goods or services provided under this contract or Purchase Order, that are to be paid for with public funds, shall be billed by the Contractor at the Contract price, regardless of which Town department is being billed. e. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, Contractors should put on the notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeym1ce m1til a settlement Call be reached. Upon determining that invoiced charges are not reasonable, the Town shall promptly notify the Contractor, in writing, as to those charges which it considers ill reasonable and the basis for the determination. A Contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute. (Code of Virginia 2.2-4363). To Subcontractors: a. A Contractor awarded a Contract under this solicitation is hereby obligated: (1) To pay the subcontractor(s) within seven (7) days of the Contractor's receipt of payment from the Town for the proportionate share of the payment received for work performed by the subcontractor(s) under the Contract; or (2) To notify the agency and the subcontractor(s), in writing, of the Contractor's intention to withhold payment and the reason. b. The Contractor is obligated to pay the subcontractor(s) interest at the rate of one percent (1%) per month (unless otherwise provided under the terms of the Contract) on all amounts owed by the Contractor that remain unpaid seven (7) days following receipt of payment from the Town, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U.S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier contractor performing under the

primary contract. A Contractor's obligation to pay an interest charge to a subcontractor cannot be construed to be an obligation of the Town of Front Royal. 43.) The Contractor shall pall all County, Town, State and Federal taxes required by law and resulting from the work or traceable thereto, under whatever name levied. Said taxes shall not be in addition to the Contract price between the Town of Front Royal and the Contractor, as the taxes shall be solely an obligation of the Contractor and not the Town, and the Town shall be held harmless for same by the Contractor. The Town of Front Royal is exempt from State Sales Tax and Federal Excise Tax. A Tax Exemption Certificate indicating the Town's exempt status will be furnished by the Town of Front Royal upon request. 44.) The Contractor understands that the Contract is a Contract with the professional services of the Contractor and that it is made by the Town in reliance on the Contractor's personal skills and knowledge in the activity to be conducted and as represented by the Contractor. Accordingly, the Contract is non-assignable by the Contractor without the express written advance permission of the Town. 45.) The awarded Contract will constitute the entire agreement between the parties pertaining to the subject matter of the Contract and supersede all prior or contemporaneous agreements and understandings of the parties in connection with the subject matter. No modification of the Contract shall be effective unless made in writing and signed by both parties. 46.) The Contractor shall perform the services as described by the Contract expeditiously and diligently and in accordance with the standard of care and skill ordinarily exercised under similar conditions by reputable members of its profession or trade practicing in the same or similar locality within the Commonwealth of Virginia existing as of the date such services are provided and in accordance with all applicable laws, codes, and regulations in effect as of the date such services are provided 47.) By entering into a contract with the Town, the Service Provider conveys, sells, assigns, and transfers to the Town of Front Royal all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Town of Front Royal under said contract. 48.) The Town of Front Royal may grant relief from performance of the Contract if the Contractor is prevented from performance by an act of war, order of legal

authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the Contractor. The burden of proof for the need of such relief shall rest upon the Contractor. To obtain release based on Force Majeure, the Contractor shall file a written request with the Town of Front Royal. 49.) The awarded Contract and its terms, including, but not limited to, the parties' obligations under it, the performance due from each party under it, and the remedies available to each party for breach of it, shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Virginia. Any jurisdiction's choice of law, conflict of laws, rules, or provisions, including those of the Commonwealth of Virginia, which would cause the application of any laws other than those of the Commonwealth of Virginia shall not apply. Any and all disputes, claims and causes of action arising out of or in connection with this contract or any performance hereunder, shall be filed in the courts of Warren County, Virginia.

THIS PAGE MUST BE COMPLETED, SIGNED, AND RETURNED WITH QUOTATION In compliance with this Invitation for Bid and to all the conditions imposed herein, the undersigned offers and agrees to furnish the services in accordance with the attached signed quotation. LEGAL NAME & ADDRESS OF FIRM: By: Company s Legal Name Authorized Representative - Signature in Ink Printed Name: Title: Date: Phone: Email: Fax: In compliance with this Request for Quotation (RFQ), and subject to all the conditions thereof, the signatory offers, if this bid is accepted within thirty (30) calendar days from the date of the opening, to furnish any or all of the items and/or services upon which prices are quoted, at the price set opposite each item, to be delivered at the time and place specified herein. The above signature certifies the bidder has read, understands, and agrees to all terms, conditions, and requirements of this bid, and is authorized to contract on behalf of firm named above.

THIS PAGE MUST BE COMPLETED, SIGNED, AND RETURNED WITH QUOTATION. PLEASE NOTE: State Corporation Commission (SCC) registration requirements effective July 1, 2010 require that your proposal include the identification number issued by the State Corporation Commission as proof of registration or justification for non-registration, per the requirements in Sections 6.31 and 9.21. Please complete this Proof of Authority to Transact Business in Virginia form and submit it with your proposal. Failure to provide this information or providing inaccurate or purged information shall result in your proposal being rejected. State Corporation Commission Form Virginia State Corporation Commission (SCC) R egistration Information Pursuant to VPPA 2.2-4311.2, the bidder must include the following information: o is a corporation or other business entity with the following SCC identification number: -OR- o is not a corporation, limited liability company, limited partnership, registered limited liability partnership, or business trust -OR- o is an out-of-state business entity that does not regularly and continuously maintain as part of its ordinary and customary business any employees, agents, offices, facilities, or inventories in Virginia (not counting any employees or agents in Virginia who merely solicit orders that require acceptance outside Virginia before they become contracts, and not counting any incidental presence of the bidder in Virginia that is needed in order to assemble, maintain, and repair goods in accordance with the contracts by which such goods were sold and shipped into Virginia from bidder's out-of-state location) -ORo is an out-of-state business entity that is including with this proposal an opinion of legal counsel which accurately and completely discloses the undersigned bidder's current contacts with Virginia and describes why those contacts do not constitute the transaction of business in Virginia within the meaning of 13.1-757 or other similar provisions in Titles 13.1 or 50 of the Code of Virginia. Attach opinion of legal counsel to this form. o NOTE: Check this circle if you have not completed any of the foregoing options but currently have pending before the SCC and application for authority to transact business in the Commonwealth of Virginia and wish to be considered for a waiver to allow you to submit the SCC identification number after the due date for proposals. (The Town of Front Royal reserves the right to determine in its sole discretion whether to allow such waiver). I certify the accuracy of this information. Signed: Title: Date:

THIS PAGE MUST BE COMPLETED, SIGNED, AND RETURNED WITH QUOTATION. Note: The following information is required as part of your response to this solicitation. Failure to complete and provide this sheet may result in finding your bid nonresponsive. 1. Qualification: The vendor must have the capability and capacity in all respects to satisfy fully all of the contractual requirements. 2. Vendor's Primary Contact: Name: Phone: 3. Years in Business: Indicate the length of time you have been in business providing this type of good or service: Years Months 4. Indicate below a listing of three (3) references for like jobs the Contractor has performed for a municipal government in Virginia immediately preceding this bid, including a contact person, address, and phone number. A. B. C. Company: Phone: Date of Service: Company: Phone: Date of Service: Company: Phone: Date of Service: Contact: Email: $ Value: Contact: Email: $ Value: Contact: Email: $ Value: I certify the accuracy of this information. Signed: Title: Date:

THIS PAGE MUST BE COMPLETED, SIGNED, AND RETURNED WITH QUOTATION. NON-COLLUSION AFFIDAVIT The undersigned bidder or agent, being duly sworn on oath, says that he/she has not, nor has any other member, representative, or agent of the firm, company, corporation or partnership represented by him, entered in to any combination, collusion or agreement with any person relative to the price to be bid by anyone at such letting nor to prevent any person from bidding nor to include anyone to refrain from bidding, and that this bid is made without reference to any other bid and without any agreement, understanding or combination with any other person in reference to such bidding. He/She further says that no person or persons, firms, or corporation has, have or will receive directly or indirectly, any rebate, fee gift, commission or thing of value on account of such sale. OATH AND AFFIRMATION I HEREBY AFFIRM UNDER THE PENALTIES FOR PERJURY THAT THE FACTS AND INFORMATION CONTAINED IN THE FOREGOING BID FOR OKONITE CABLE ARE TRUE AND CORRECT. Dated this day of, 2019 (Name of Organization) (Title of Person Signing) STATE OF COUNTY OF (Signature) ACKNOWLEDGEMENT Before me, a Notary Public, personally appeared the above named and swore that the statements contained in the foregoing document are true and correct. Subscribed and sworn to me this day of, 2019 Notary Public Signature My Commission Expires: (SEAL)