May 4, 2018 Financial Advisory Services 18-1242-11
REQUEST FOR PROPOSALS
RFP #18-1242-1
May 4, 2018
Department of Budget & Finance
17090 Monument Circle, Suite 137
Isle of Wight, VA 23397
http://www.Isleofwightus.net
Financial Advisory Services
Electronic Proposals, subject to the conditions and instructions contained herein, will be received at the above office
until the time and date shown below (local prevailing time), for furnishing the items or services described in the
proposal.
Scope of Work: The County of Isle of Wight County is seeking a qualified firm to provide financial advisory
services as described herein. The services shall include the Development of Financial Policy Guidelines;
Development of funding alternatives for the county operating and/or capital budgets; Review and advice on capital
expenditures anticipated for acquisition or construction of infrastructure improvements; Development and
maintenance of a comprehensive financial plan; Advise and assist in all work associated with the issuance of bonds
and notes; and to Assist with assessment of opportunities for annual review and marketing for improved or
maintenance of bond rating.
Proposal Due: May 29, 2018, at 3:00 PM
Contract Officer:
Michael Coburn, Purchasing Agent, mcoburn@isleofwightus.net
**AN ELECTRONIC RESPONSE IS REQUIRED**
The Purchasing Agent, Michael Coburn, is the sole contact official for Isle of Wight County with respect to this RFP. All questions and/or
comments should be directed to him at this email address: mcoburn@isleofwightus.net. The respondents to this RFP shall not contact, either
directly or indirectly, any other employee or agent of the County regarding this RFP. Any such unauthorized contact may disqualify the bidder
from receiving an award.
Company Name:
Address:
City / State / Zip:
Telephone: FAX No.:
E-mail:
Print Name: Title:
Signature: Date:
2
SOLICITATION DOCUMENTS
Request for Proposals (RFP) documents, including any addenda, are available on the Purchasing website:
http://www.co.isle-of-wight.va.us/budget-and-finance/ or on the Commonwealth’s bid board (eVA)
http://eva.virginia.gov/. Questions concerning this project must be in email to:
mcoburn@isleofwightus.net and vbranch@isleofwightus.net.
Offers should be sent as a .pdf attachment to mcoburn@isleofwightus.net and include the RFP# and
title in the subject line. The electronic submittal shall be 150 mg, or less, saved as a .pdf document and
should conserve disk space to allow easy transfers of data. Zip files cannot be accepted.
IF YOU NEED ANY REASONABLE ACCOMMODATION FOR ANY TYPE OF DISABILITY IN
ORDER TO PARTICIPATE IN THIS PROCUREMENT, PLEASE CONTACT THE PURCHASING
AGENT MANAGER AS SOON AS POSSIBLE.
We do not have means to keep a plan-holders list, or the names of firms that have downloaded copies of the
RFP from various websites. Please check the County’s website prior to submitting your proposal to ensure
that a complete up-to-date package has been received.
The undersigned certifies he has read, understands, and agrees to all terms, conditions, and requirements
of this Request for Proposals, and is authorized to contract on behalf of firm.
3
CONTENTS
SOLICITATION DOCUMENTS ......................................................................................................................... 2
PURPOSE: ...................................................................................................................................................... 4
CONTRACT PERIOD: ...................................................................................................................................... 4
SCOPE OF SERVICES ...................................................................................................................................... 4
PROPOSAL PREPARATION AND SUBMISSION: .............................................................................................. 5
EVALUATION AND AWARD CRITERIA ............................................................................................................ 8
PROPRIETARY INFORMATION ....................................................................................................................... 8
QUESTIONS ................................................................................................................................................... 9
CONDITIONS AND INSTRUCTIONS ..................................................................................................... 10
SIGNATURE SHEET ................................................................................................................................ 36
PROPRIETARY/CONFIDENTIAL INFORMATION IDENTIFICATION ............................................. 37
EXCEPTIONS TO RFP .............................................................................................................................. 38
ANTICOLLUSION/NONDISCRIMINATION/DRUG FREE WORKPLACE CLAUSES ............................................ 39
4
PURPOSE:
It is the purpose of this Request for Proposal (RFP) to obtain offers from qualified independent financial advisors to
provide financial advisory services as in the areas of bond issuance, strategic planning, and other related financial
services described herein. The services shall include the Development of Financial Policy Guidelines; Development
of funding alternatives for the county operating and/or capital budgets; Review and advice on capital expenditures
anticipated for acquisition, or construction of infrastructure improvements; Development and maintenance of a
comprehensive financial plan; to advise and assist in all work associated with the issuance of bonds and notes; and to
Assist with assessment of opportunities for annual review and marketing for improved or maintenance of bond rating.
Additional services may include investment management, rate analysis, and other similar tasks as required.
CONTRACT PERIOD:
The contract period shall be from the date of award, (approximate date of a resulting contract to be June
15, 2018) and continue through December 31, 2019, with options to renew, at the County’s sole discretion,
for three additional one-year terms. Written notice shall be given by the County to the contractor giving a
minimum of sixty days (60) notice that renewal options will not be elected; else, the contract will be
automatically renewed for each extension allowed. In addition, both the County and the Contractor may
give written notice of cancelation as provided in the Terms & Conditions.
SCOPE OF SERVICES
A. Advise the County on strategic planning issues, including identifying opportunities and any
threats that may be faced. Review, evaluate and make recommendations on new and
innovative financing proposals made by underwriters or others.
B. Advise the County as to industry standards and practices in accordance with applicable
Municipal Securities Rulemaking Board (MSRB) and Security and Exchange Commission
(SEC) rules and promulgations, municipal bond disclosure guidelines, and state and federal
regulations relevant to tax-exempt bond issuance and lending practices. Advise and assist in
analyzing changes thereto and how the County might take advantage of potential opportunities
and comply with any changes.
C. Advise on term, structure and marketing features for both negotiated and competitive bond
sales, including, but not limited to, maturities, coupon rates, call features, security provisions
and covenants, cost of issuance, reserve requirements and debt service requirements.
D. Provide market information during pricing and structuring of negotiated bond sales, monitor
the market to assist in pricing and monitor the lead underwriter’s “book” the order period.
Support the County management in aggressively pricing bonds to obtain the best value for
localities. Prepare a timely post-pricing evaluation for the County.
E. Prepare, review or assist in the preparation and review of documents related to each bond sale,
including, but not limited to official statements, cash flow models and schedules. Prepare cash
flow analysis, default scenarios and related schedules for bond issues.
F. Participate, to the extent required, in bond closings.
G. Provide supporting market data, cash flow projections, present value analyses and establish a
system for County staff to review outstanding issues to trigger refunds when market conditions
are favorable.
5
H. Provide a dedicated account representative for financial advisory services identified herein,
strategic planning, and upon request, the timely completion of complex cash flows and/or
refunding analyses. (See sample ‘Agreement’ attached.)
I. Upon request, attend County Board of Supervisors meetings.
J. Upon request, provide staff training on issues such as bond refunds and other financial
mechanisms.
K. Generally, provide such other operational assistance, advice, consultation as may be
appropriate and requested.
ALL FINANCIAL ADVISORY SERVICES WILL BE PROVIDED ONLY UPON THE COUNTY
OR EDA’S REQUEST.
Consultant’s staff must have all the necessary professional qualifications for the position. The Consultant
will provide all documents, information, and other sources as needed to verify qualifications. The
Consultant shall be responsible for all training expenses for its employees and staff. It is the Consultant’s
responsibility to provide fully qualified employees that meet all Federal, State, local and professional
licensure and certifications.
PROPOSAL PREPARATION AND SUBMISSION:
Electronic proposals, subject to the conditions and instructions contained herein, will be accepted until the
time and date shown, for furnishing the required services. Any proposal sent after the announced time will
not be considered.
Offers should be sent as a .pdf attachment to mcoburn@isleofwightus.net and include the RFP# and
title in the subject line. The electronic submittal shall be 150 mg, or less, saved as a .pdf document and
should conserve disk space to allow easy transfers of data. Zip files cannot be accepted.
Detailed Submittal Format:
Proposals should include the following information:
Proposals should be as thorough and detailed as necessary to allow Isle of Wight County to properly
evaluate the Offeror’s capabilities to provide the required services. In accordance with the specifications
herein, the proposal shall provide a straight forward, concise delineation of capabilities, experience and
approach to the tasks outlined in this request.
The Offeror shall complete and submit a brief cover letter. The cover letter should summarize key elements
of the proposal. Be executed by an individual authorized to do so. Offeror must sign the letter and Signature
Sheet, as well. Indicate the address, email, and telephone number of the Consultant’s office.
6
A. Proposals should be assembled in the following sequence:
Cover letter
Filled out RFP
Proposal as described in paragraphs B through N below.
Signature sheet
Proprietary/Confidential Identification Form
Exceptions to RFP
Anti-collusion/Antidiscrimination form
Proof of Authority to Transact Business in Virginia
B. Provide a brief description of your firm including the organizational structure of your public finance
and municipal bond departments and investment management group, as applicable. Please attach
your firm’s most recent annual report to your proposal.
C. List all tax-exempt financings for water, wastewater, and public safety projects for which your firm
has served as financial advisors, senior manager, or co-senior manager and which have been
completed since January 1, 2016 or are still in progress. Include the following information, on the
most recent five (5) financings:
1. Name of Issuer
2. Amount of Financing
3. Sale Date
4. Rating
5. Credit Support (yes or no, type)
6. Maturity and Pricing Structure
7. Any Post Sale Analysis Performed
8. Source of Repayment
9. Use of Proceeds
10. Firm’s role
11. Type of Sale
12. Personnel Assigned
13. Client Reference (including name, title and telephone number)
D. Describe the analytical resources available to your firm. Include a description of your firm’s
commercially available software programs and its own internal programs.
E. Discuss how you would plan to staff the County’s account, the amount of time each person would
devote to this contract, and the particular nature of the service each would provide. Include resumes
of the identified individuals.
F. Identify any material litigation, administrative proceedings or investigations in which your firm is
currently involved or which may be threatened against your firm. Please indicate the current status
or disposition of such litigation, administrative proceedings or investigations.
Provide a statement of assurance that your firm is not currently in violation of any regulatory agency
rule or, or if in violation, an explanation as to why the violation would not have a material adverse
impact on your ability to perform under this contract.
H. Provide a statement of assurance that there are no known conflicts of interest that would prohibit
the firm from entering into an agreement with the County of Isle of Wight, Virginia for the
7
provision of financial advisory services or would otherwise adversely affect the County, its
operations or customers. In addition, provide a statement of commitment to disclose future actual
or potential conflicts of interest. Please identify how any such future conflicts would be identified
and how your firm would resolve any such conflicts.
I. Provide a statement of assurance that neither your firm not any subcontractor or partner is currently
debarred from providing financial advisory services to any local government or other public entity,
division, or agency, of or within the Commonwealth of Virginia.
J. Identify and describe fully any fee splitting or other arrangements, including but not limited to,
those related to the provision or utilization of financial services or products that might reasonably
be expected to bear upon the engagement with the County.
K. Descript examples of the firm’s innovative responses to challenges or opportunities encountered
while service as Financial Advisor to an organization similar to Isle of Wight, Virginia. Preference
will be given to firms with a demonstrated track record of program development and expansion for
similar entities.
L. Demonstrate expertise working with localities, particularly those within the Hampton Roads
region.
M. Provide a list of individual(s) who will be working on this project and indicate the level/title of
each member, and the function that each will perform. Include a resume for each designated
individual, to include licenses, certifications, etc.
N. The County seeks a Financial Advisor whose compensation will allow the selected party to pay
complete attention to its financing program. It is anticipated that a fee will be negotiated for each
project task once final rankings have been made. At that time the firm ranked highest will be asked
to:
1. Submit non-binding estimate or fee structure to correspond to your proposed work plan
for:
a. Issuance of General Obligation Bonds
b. Issuance of Revenue Bonds
c. Refunds
d. Annual pro-active review and marketing for the County’s Bond Rating
enhancement.
e. Funding alternative for acquisition of real property or improvements (Assume
acquisition of $5 million)
(Please note any conditions which would increase or decrease these estimates.)
2. If a retainer is required to maintain a contractual relationship, please indicate the same for
each entity.
3. Provide an hourly rate schedule for key personnel and per diem rate structure for travel.
8
EVALUATION AND AWARD CRITERIA
The County’s Evaluation Committee shall review each proposal and verify the claims and credentials of
each Offeror. Selection will be made for each proposal on the basis of the criteria listed below. The criteria
are listed in the order of importance. A numerical scoring system will not be used. Each criterion will be
evaluated based upon the strengths and weaknesses of the submittal, and/or subsequent information gained
in the evaluation process.
1. The firm’s approach to providing financial advisor services.
2. Demonstrated experience (by means of providing references in performing services similar
to those outlined in this RFP).
3. Financial stability of firm.
4. Quality of prior work, including results and outcomes.
5. Qualifications, credentials, and related experience of the Offeror’s key personnel.
6. Avoidance of conflicts of interest. Offerors shall provide a list of owners, partners and
shareholders holding more than 10 percent of total share or stock in their firm. Subsidiaries
shall also provide similar information regarding the parent company. Also list any projects
which have the potential to cause a conflict of interest as they affect the County.
7. Clarity of the proposal and responsiveness to required information.
Once each member of the Evaluation Committee has read and rated each proposal by use of the criteria, a
consensus of the Committee shall be used to establish the ranking the proposals. This ranking shall be used
to select the firms for further consideration—the short-list.
After interviews have been conducted with each selected Offeror, the County will select the proposal which,
in its sole opinion, is in the best interest of the County and enter negotiations with that firm. Should
negotiations fail with this Offeror, negotiations will be terminated with that Offeror and negotiations will
be opened with the next ranked firm, as required for procurement of Professional Services under the
Virginia Public Procurement Act. Should the County determine, in its sole discretion, that only one Offeror
is qualified, or that one Offeror is clearly more highly qualified than the other under consideration, a
contract may be negotiated and awarded to that Offeror. The file will show the Committee’s perception of
the strengths and weaknesses of each proposal received as basis for selection.
The successful firm will be expected to enter into a contract with Isle of Wight County based upon their
submittal, any additional negotiated terms, and best and final pricing. The successful firm shall execute and
return the contract documents to the County within ten (10) business days of receipt of Notice of Intent to
Award.
PROPRIETARY INFORMATION
Trade secrets or proprietary information submitted by an Offeror regarding this solicitation shall not be
subject to disclosure under the Virginia Freedom of Information Act; however, the Offeror must invoke the
protections of this section prior to or upon submission of the data or other materials, and must clearly
identify the data or other materials to be protected and state the reasons why protection is necessary.
9
Offerors shall not mark sections of their proposal as proprietary if they are to be part of the basis of an
award of the contract or are otherwise of a “Material” nature. Any propriety information must be listed on
the attached “Proprietary/confidential Information Identification” form and submitted with the proposal.
Isle of Wight County shall not be responsible for any expense incurred by the firm in preparing and
submitting a proposal or expenses incurred related to subsequent inquires/interviews and contract
negotiations. Because of time constraints any required interviews may be electronic or by telephone. All
proposals submitted shall become property of the County. Proposals must be signed by the principal of the
firm authorized to negotiate and contract for the work. Proposals are to be delivered as an electronic
document. The subject line/title shall identify the project and closing date. Only electronic documents sent
or delivered as indicated within this RFP shall be considered. Proposals must be sent to the Purchasing
Department no later than 5:00 p.m. local time, on the date specified for receipt of proposals
The intent of using electronic submissions is to reduce the use of paper, and provide a faster, more
economical approach that will permit the Offeror to describe their skills, education, experience, and
approach that would qualify them to be selected for interviews. Offerors so selected may be asked to make
a formal presentation of their qualifications and job approach, and may be selected for final negotiations of
a contract. Therefore, care should be given to address the issues relating to the criteria.
QUESTIONS
Questions pertaining to this RFP should be directed to the Purchasing Division, Michael Coburn,
Purchasing Agent, mcoburn@isleofwightus.net AND Virginia Branch, Administrative Assistant,
vbranch@isleofwightus.net. All questions must be submitted by email; telephone inquiries will not be
considered. The cutoff date for submitting questions is May 25, 2018.
10
CONDITIONS AND INSTRUCTIONS
Rev: 5/2/2018
1. Use of Form: All proposals shall be submitted in electronic (.pdf) format in accordance with this
form. The Offeror may attach/scan other information as required to the electronic document that
will be made a part of the proposal. Electronic submittals on CD, DVD, memory sticks, or other
electronic media will be accepted if delivered prior to the closing time. The preferred method is by
an email attachment addressed to: mcoburn@isleofwightus.net The County’s published
Conditions and Instructions shall supersede any additional writings submitted with the proposal.
Such writings shall be clearly marked and noted as an exception.
2. Submittals: Except as noted above, all proposals shall be sent as an attachment to email to:
mcoburn@isleofwightus.net. The subject line must show the proposal number and name. This
form shall be included as part of your submittal; else, your response may be considered ‘non-
responsive.’
3. Late Proposals: Proposals and amendments thereto, if submitted after the date and time specified,
will not be considered. It will be the responsibility of the Offeror to see that their proposal is sent
as specified. There will be no exceptions. Electronic proposals sent as an email attachment will
show the date and time sent and this will constitute evidence that proposals are timely.
4. County Offices Closures: Should the County’s electronic network connectivity prevent receipt of
proposals at the time of the scheduled proposal closing, the proposals will be accepted and opened
on the next business day of the County, at the original scheduled hour, or as soon as connectivity
is restored during normal business hours. The opening is not open to the public. Neither the names
of those making offers, or the content of any proposals, cannot be released until negotiations are
complete.
5. Ethics in Public Contracting: By submitting their proposals, Offerors certify that their proposals
are made without collusion or fraud and that they have not offered or received any kickbacks or
inducements from any other Offeror, supplier, manufacturer or subcontractor in connection with
their proposal, and that they have not conferred on any public employee having official
responsibility for this procurement transaction any payment, loan, subscription, advance, deposit
of money, services or anything of more than nominal value, present or promised, unless
consideration of substantially equal or greater value was exchanged.
The Offeror shall identify any actual or potential conflicts of interest that exist, or which may arise
if the Offeror is recommended for award, and propose who such conflicts might be resolved.
By his/her signature on the proposal documents submitted, each Offeror attests that his/her agents
and/or employees, to the best of his/her knowledge and belief, have not in any way colluded with
anyone for and on behalf of the Offeror, or themselves, to obtain information that would give the
Offeror an unfair advantage over others, nor has he/she colluded with anyone for and on behalf of
the Offeror, or itself, to gain any favoritism in the award of this RFP.
6. Offer/Acceptance: Each proposal is received with the understanding that the acceptance in writing
by the County of the offer to furnish any or all of the goods and/or services described therein, shall
constitute a contract between the Offeror and the County, which shall bind the Offeror to furnish
and deliver the goods and/or services quoted at the prices stated and in accordance with the
conditions of the accepted proposal; and the County on its part to order from such Offeror, except
11
for causes beyond reasonable control; and pay for, at the agreed prices, all goods and/or services
specified and delivered.
7. Withdrawal of Proposals: Proposals may be withdrawn (cancelled) any time prior to the closing
time and date. Withdrawal of proposals may be accomplished by submitting such request in writing
on the issuing company's letterhead either by email, in person, or by certified mail.
8. Addenda: If issued, addenda to this solicitation will be posted on the County’s website
(http://www.co.isle-of-wight.va.us/budget-and-finance/). It is the Offeror’s responsibility to
check the website or contact the Purchasing Division prior to the submittal deadline to ensure that
the Offeror has a complete, up-to-date package. Acknowledgement of all issued Addenda shall be
indicated on the proposal form in the appropriate spaces.
9. Award: Award will be made to the Offeror ranked as best qualified in the County’s sole
determination after following the procedure outlined herein. The process used for this solicitation
shall be Competitive Negotiation for Professional Services as outlined in the Virginia Public
Procurement Act.
10. Announcements: Upon the award or the announcement of the decision to award a contract, the
County will publicly post such notice on the bulletin board located in the County’s Administrative
Offices and on the County’s web site: http://www.co.isle-of-wight.va.us/budget-and-finance/
11. County’s Rights: The County reserves the right to reject any and all proposals, and to waive any
informality if it is determined to be in the best interest of the County.
12. Delivery: The time of delivery of services must be stated in definite terms. If time of delivery for
different goods and/or services varies, the Offeror shall so state.
13. Silence of Specifications: 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 that only the best commercial practices are to
prevail and correct type, size and design are to be used. All interpretations of these specifications
shall be made on the basis of this statement.
14. Capacity of Offeror: All proposals must be signed by a responsible officer or employee having
the authority to bind the firm in contract. The Offeror agrees that its contract performance shall be
in strict conformance with the contract documents.
15. Rights to Damages: By signing this proposal, the Offeror assigns to the County any and all rights
that it may have under the antitrust laws of the United States and the Commonwealth of Virginia
in any way arising from or pertaining to this proposal. This provision is remedial in nature and is
to be liberally construed by any court in favor of the County.
16. Anti-collusion: The Offeror certifies by signing this Request for Proposals that this proposal is
made without prior understanding, agreement, or accord with any other person or firm submitting
a proposal for the same goods and/or services and that this proposal is in all respects bona fide, fair,
and not the result of any act of fraud or collusion with another person or firm engaged in the same
line of business or commerce. Any false statement hereunder may constitute a felony and can result
in a fine and imprisonment, as well as civil damages. Should Consultants or sub consultants have
interest in multiple submittals, this clause does not apply except when an act of collusion or fraud.
12
17. Indemnification: Financial Advisor shall indemnify and hold harmless Owner and its agents and
employees from and against all claims made by a third party for any, damages, losses and expenses,
including, but not limited to attorney’s fees, arising out of or resulting from Financial Advisor’s
performance of the Work, provided that any such damage, loss or expense: (1) is attributable to
bodily injury, sickness, disease or death, or to injury to or destruction of tangible property and (2)
is caused in whole or in part by any negligent act or omission of Financial Advisor, its
subcontractors, or anyone for whose acts Financial Advisor is liable. In the event that any such
damage, loss or expense was caused in part by Owner or by any other person or entity, however,
then Financial Advisor shall be obligated to pay only the portion of the damage, loss or expense,
including reasonable attorney’s fees, as is attributable to its relative share of the negligence or
omission which caused such damage, loss or expense. Financial Advisor’s obligation to indemnify
shall not extend or apply to any claim alleging that the Owner’s financial statements are inaccurate
or incomplete or were not prepared in accordance with generally accepted accounting principles.
Financial Advisor has no obligation to indemnify the Owner from any claims resulting from the
acts or omissions of the Owner; and in no event would any indemnification provided under this
section be effected by Financial Advisor if doing so would violate the AICPA or other
independence obligations
18. Copyright Protection: The Contractor agrees to defend and save the County, its agents, officials,
and employees, harmless from liability of any nature or kind, for use of any copyright, composition,
secret process, patented or unpatented invention, articles or appliances furnished or used in the
performance of the contract, or which the Contractor is not the patentee, assignee, or licensee, to
the same extent as provided in the above paragraph.
19. Laws, Regulations: The Financial Advisor shall keep fully informed of all federal, state, and local
laws, ordinances and regulations that in any manner affect the conduct of the work. The Contractor
shall at all times observe and comply with all such laws, ordinances and regulations.
20. Alien employment: The Contractor certifies that he does not and shall not during the performance
of the contract for goods and services in the Commonwealth, knowingly employ unauthorized
aliens as defined in the federal Immigration Reform and Control Act of 1986, as amended.
21. SCC Authorization: All Offerors authorized to transact business in the Commonwealth pursuant
to Title 13.1 or Title 50, as amended, shall include the identification number issued to it by the
State Corporation Commission. Any Offeror that is not required to be authorized to transact
business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50, as amended,
or as otherwise required by law shall include in its proposal or proposal a statement describing why
the Offeror or Offeror is not required to be so authorized.
SCC Number, or Statement: _______________________________________________
Any business entity that enters into a contract with a public body pursuant to this chapter shall not
allow its existence to lapse or its certificate of authority or registration to transact business in the
Commonwealth, if so required under Title 13.1, or Title 50, as amended, to be revoked or cancelled
at any time during the term of the contract. The County may void any contract with a business
entity if the business entity fails to remain in compliance with the provisions of this section.
22. Default: In event of default by the Contractor, the County reserves the right to procure the goods
and/or services from other sources, and hold the Contractor liable for any excess cost occasioned
thereby. Such actions taken by the County shall not release the contractor from additional remedies
13
that may be allowed by law.
23. Availability of Funds: When a contract resulting from this solicitation involves multiple fiscal
periods, such contract shall be deemed in force only to the extent of appropriations available to
each department for the purchase of such goods and/or services. The County’s extended obligations
on those contracts that envision extended funding through successive fiscal periods shall be
contingent upon actual appropriations for the following years.
24. Appeals Procedure: Upon your request, administrative appeals information will be provided that
shall be used for hearing protests of a decision to award, or an award, appeals from refusal to allow
withdrawal of proposals, appeals from disqualification, appeals for debarment or suspension, or
determination of non-responsibility and appeals from decision or disputes arising during the
performance of a contract. To be timely all appeals shall be made within the time periods set forth
by the Virginia Public Procurement Act, §2.2-4357, et seq. Contact the buyer at once for assistance.
25. Faith-based Organizations: Isle of Wight County does not discriminate against faith-based
organizations.
26. Anti-Discrimination: By submitting their proposals, Offerors certify to the County that they will
conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the
Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians
with Disabilities Act, the Americans with Disabilities Act and 2.2-4311 of the Virginia Public
Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall
not discriminate against any recipient of goods, services, or disbursements made pursuant to the
contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious
practice, or on the basis of race, age, color, gender or national origin and shall be subject to the
same rules as other organizations that contract with public bodies to account for the use of the funds
provided; however, if the faith-based organization segregates public funds into separate accounts,
only the accounts and programs funded with public funds shall be subject to audit by the public
body. (Code of Virginia 2.2.4343.1E).
In every contract over $10,000 shall include the following provisions:
1. During the performance of this contract, the Contractor agrees as follows:
a) The Contractor will not discriminate against any employee or applicant for employment
because of race, religion, color, sex, national origin, age, disability, service disabled
veterans 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 such Contractor is an equal opportunity employer.
c) Notices, advertisements and solicitations placed in accordance with federal law, rule or
regulation shall be deemed sufficient for the purpose of meeting these requirements.
2. The Contractor will include the provisions of Section a, b, and c above in every subcontract or
purchase order over $10,000, so that the provisions will be binding upon each subcontractor or
14
vendor.
27. Drug-Free Workplace: During the performance of this contract, the Contractor agrees to (1)
provide a drug-free workplace for the Contractor's employees; (2) post in conspicuous place,
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; (3) state in all solicitation or
advertisement for employees placed by or on behalf of the Consultant that the Consultant
maintains a drug-free workplace; and (4) 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
sub-consultant 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 Consultant, the employees of whom are
prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession
or use of any controlled substance or marijuana during the performance of the contract.
28. Assignment of Contract: A contract shall not be assignable by the Consultant in whole or in part
without the written consent of the County.
29. Independent Consultant: The Consultant and any employees, agents, or other persons or entities
acting on behalf of the Consultant shall act in an independent capacity and not as officers,
employees, or agents of the County.
30. Scheduling and Delays: The parties to any contract resultant of this solicitation acknowledge that
all or part of the work to be performed hereunder may be delayed and extended at the option of the
County. Such delays may be caused by delays, denials and modifications of the various state or
federal permits, or for other reasons. The County shall not be required to pay any of the Consultant’s
direct or indirect costs, or claims for compensation, extended overhead, or other damage or
consequential damages arising out of or related to any delays or interruptions required or ordered
by the County. If the County delays the project for any reason for a continuous period of ninety
(90) days or more, the County and Consultant will negotiate a mutually agreeable adjustment to the
Consultant’s award amount. Notwithstanding the above, in construction contracts, to the extent that
an unreasonable delay is caused by the act or omissions of the County due to causes within the
County’s control, the above waiver or release shall not apply.
31. Governing Law: This Agreement is made, entered into, and shall be performed in the County of
Isle of Wight, Virginia, and shall be governed by the applicable laws of the Commonwealth of
Virginia without regard to its conflict of law rules. In the event of litigation concerning this
Agreement, the parties agree to the exclusive jurisdiction and venue of the Circuit Court of Isle of
Wight, Virginia; however, in the event that the federal court has jurisdiction over the matter, then
the parties agree to the exclusive jurisdiction and venue of the U.S. District Court for the Eastern
District of Virginia, Norfolk Division.
The Consultant shall not cause a delay in services because of the pending or during litigation
proceedings, except with the express, written consent of the County or written instruction/order
from the Court.
32. Severability: If any provision of a contract resulting from this solicitation, or the application
thereof to any person or circumstances shall to any extent be invalid or unenforceable, the
15
remainder of this contract, or the application of such provision to persons or circumstances other
than those which it is invalid or unenforceable, shall not be affected hereby, and each provision of
this contract shall be valid and enforced to the full extent permitted by law.
33. Termination for Convenience: The County may at any time, and for any reason, terminate this
Contract by written notice to Consultant specifying the termination date, which shall be not less
than thirty (30) days from the date such notice is mailed.
Notice shall be given to Consultant by certified mail/return receipt requested at the address set forth
in Consultant’s Proposal or as provided in this Contract. In the event of such termination,
Consultant shall be paid such amount as shall compensate Consultant for the work satisfactorily
completed, and accepted by the County, at the time of termination. If the County terminates this
Contract, Consultant shall withdraw its personnel and equipment, cease performance of any further
work under this Contract, and turn over to the County any work completed or in process for which
payment has been made.
After the first contract term the Consultant may at any time, and for any reason, terminate the
Contract by written notice to the County specifying the termination date, which shall not be less
than thirty (30) days from the date such notice is mailed.
34. Termination for Cause: In the event that Consultant shall for any reason or through any cause be
in default of the terms of this Contract, the County may give Consultant written notice of such
default by certified mail/return receipt requested at the address set forth in Consultant’s Proposal/
or as provided in this Contract.
Unless otherwise provided, Consultant shall have ten (10) days from the date such notice is mailed
in which to cure the default. Upon failure of Consultant to cure the default, the County may
immediately cancel and terminate this Contract as of the mailing date of the default notice.
Upon termination, Consultant shall withdraw its personnel and equipment, cease performance of
any further work under the Contract, and turn over to the County any work in process for which
payment has been made. In the event of violations of law, safety or health standards and regulations,
this Contract may be immediately cancelled and terminated by the County and provisions herein
with respect to opportunity to cure default shall not be applicable.
35. Contact Prohibition: Direct contact with County departments other than Purchasing, on the
subject of this proposal is expressly forbidden except with the foreknowledge and permission
of the Contract Officer. Violation may result in a determination that your firm is ineligible
for an award.
All questions shall be in writing to the Contract Officer shown on the title page of the proposal.
The respondents to this RFP shall not contact, either directly or indirectly, any other employee or
agent of the County regarding this RFP. Any such unauthorized contact may disqualify the Offeror
from this procurement.
36. Additional Conditions: The Conditions and Instructions in this solicitation are intended to apply
to the resulting contract and shall supersede any conflicting terms offered. Any additional
conditions an Offeror intends be considered must be submitted with the proposal and noted as an
exception. Such exceptions may result in a finding that the submittal is ‘non-responsive’ to the
proposal, negating possibility of an award to that Offeror. Contractual documents submitted by the
successful firm after an award will not be accepted.
16
37. Consultant Failure to Perform: Failure of the Consultant to perform the contract by reason of the
County’s non-acceptance of additional conditions submitted after the award shall result in
termination of the contract by the County, and may result in debarment of the Consultant for a
period of up to three (3) years. Termination and /or debarment of the Consultant shall not constitute
a waiver by the County of any other rights or remedies available to the County by law or contract.
38. Conflict: In the event of a conflict between the contract documents, including these Conditions and
Instructions, the contract documents shall control.
39. Records and Inspection: The Consultant shall maintain full and accurate records with respect to
all matters covered under this contract, including, without limitation, accounting records, written
policies, procedures, time records, telephone records, and any other supporting evidence used to
memorialize, reflect, and substantiate charges or fees related to this contract. The Consultant’s
records shall be open to inspection and subject to audit and/or reproduction, during normal working
hours, by the County and its employees, agents or authorized representatives after giving at least
three (3) days’ notice to the Consultant by the County. The County shall have access to such records
from the effective date of this contract, for the duration of the contract, and for five (5) years after
the date of final payment by the County to the Consultant pursuant to this contract or any renewal
or extension of this contract. The County’s employees, agents or authorized representatives shall
have access to the Consultant’s facilities, shall have access to all necessary records and shall be
provided adequate and appropriate work space, in order to conduct audits.
40. Rights and Remedies Not Waived: In no event shall the making by the County of any payment
to the Consultant, or the waiver by the County of any provision under this contract including any
obligation of the Consultant, constitute or be construed as a waiver by the County of any other
provision, obligation, breach of covenant, or any default which may exist under this contract on the
part of the Consultant, and the making of any such payment by the County while any such breach
or default exists shall not impair or prejudice any right or remedies available to the County.
41. Entire Agreement: A resultant contract and any additional or supplementary documents
incorporated herein by reference contain all the terms and conditions agreed upon by the parties
hereto, and no other agreements, oral or otherwise, regarding the subject matter of this contract or
any part thereof shall have any validity or bind any of the parties hereto. The contract shall not be
modified, altered, changed or amended unless in writing and signed by the parties hereto.
42. Conflicts of Interests: Consultant shall not accept or receive commissions or other payments from
third parties for soliciting, negotiating, procuring, or effecting insurance on behalf of the County.
The County may not procure supplies, equipment, materials or other goods from a consultant on
the same project.
43. Responsibility of Consultant: The Consultant shall, without additional costs or fee to the County,
correct or revise any errors or deficiencies in his performance. Neither the County’s review,
approval or acceptance of, nor payment for any of the services required under this Agreement shall
be deemed a waiver of rights by the County, and the Consultant shall remain liable to the County
for all costs which are incurred by the County because of the Consultant’s negligent performance
of any of the services furnished under this Agreement.
44. Changes and Additions: It shall be the responsibility of the Consultant to notify the County, in
writing, of any necessary modifications or additions in the Scope of this Agreement. Compensation
for changes or additions in the Scope of this Agreement will be negotiated and approved by the
County, in writing.
17
It is understood and agreed to by both the County and the Consultant that such modifications or
additions to this Agreement shall be made only by the full execution of the County’s standard
Agreement change order form. Furthermore, it is understood and agreed by both parties that any
work done by the Consultant on such modification or addition to this Agreement prior to the
County’s execution of its standard Agreement change order form shall be at the total risk of the
Consultant and said work may not be compensated by the County.
45. Exemption from Taxes: The County is exempt from State Sales Tax and Federal Excise Tax. Tax
Exemption Certificate indicating the County’s tax-exempt status will be furnished by the County
upon request.
46. Debarment Status: By submitting a proposal, proposers certify that they are not currently debarred
by the Commonwealth of Virginia from submitting proposals or proposals on contracts for the type
of goods and/or services covered by this solicitation, nor are they an agent of any person or entity
that is currently so debarred.
47. Safety: All Consultants and sub-consultants performing services for the County are required and
shall comply with all Occupational Safety and Health Administration (OSHA), State and County
Safety and Occupational Health Standards and any other applicable rules and regulations. Also all
Consultants and sub-consultants shall be held responsible for the safety of their employees and any
unsafe acts or conditions that may cause injury or damage to any persons or property within and
around the work site area under this contract.
48. License Requirement: All firms doing business in the County are required to be licensed in
accordance with the County business license ordinance. Wholesale and retail merchants without a
business location in the County are exempt from this requirement. Any questions concerning
business licenses should be directed to the Commissioner of the Revenue’s Office, telephone (757)
514-4260.
49. Consultant’s Form: In cases where the County may accept the Consultant’s form agreement,
whereas certain standard clauses that may appear in the Consultant’s form agreement cannot be
accepted by the County, and in consideration of the convenience of using that form, and this form,
without the necessity of negotiating a separate contract document, the parties hereto specifically
agree that, notwithstanding any provisions appearing in the attached Consultant ’s form contract,
the County’s contract addendum shall prevail over the terms of the Consultant’s agreement in the
event of a conflict.
50. Offeror’s Qualifications: Only proposals from established Consultants for work similar in scope
to work herein shall be considered; the County reserves the right to request specific reference
information prior to award. Offeror shall demonstrate that they have adequate and appropriate
manpower, tools and equipment to respond and perform in accordance with the provisions herein.
The County may, at its option, disqualify an Offeror and reject his proposal for cause. Reasons
deemed to be sufficient for this action shall include, but not be limited to, the following:
▪ Evidence of collusion among Offeror.
▪ Receipt of more than one proposal on any project from an individual, or from a corporation.
This restriction does not apply to sub-consultants
▪ Default on any previous contract.
▪ For unreasonable failure to complete a previous contract within the specified time or for being
in arrears on an existing contract without reasonable cause for being in arrears.
18
▪ Inability to perform as revealed by an investigation of the Offeror's financial statement,
experience and/or plant and equipment.
▪ Consultant does not meet project-specific requirements, as identified in the Contract
Documents
51. Pricing to be F.O.B. Destination – Freight Allowed: Pricing shall be F.O.B. destination-freight
included for all competitive proposals. F.O.B. Destination-Freight Included shall include all
shipping costs to the County location(s) at the unit cost. No additional shipping charges shall be
allowed.
52. Contract Quantities: The quantities specified in the Request for Proposals are estimates only
unless otherwise clearly noted, and are given for the information of Offeror and for the purpose of
proposal evaluation. They do not indicate the actual quantity that will be required, since such
volume will depend upon requirements that may develop during the contract period. Quantities
shown shall not be construed to represent any amount which the County shall be obligated to
purchase under the contract, or relieve the Consultant of his obligation to fill all orders placed by
the County, except as clearly noted.
53. Competition Intended: It is the County’s intent that the Request for Proposals (RFP) permits
competition. It shall be the Offeror’s responsibility to advise the Buyer in writing if any language
requirement, specification, etc., or any combination thereof, inadvertently restricts or limits the
requirements stated in this RFP to a single source. Such notification must be received by the
Purchasing Agent prior to the date set for receiving questions.
54. Insurance: The successful Offeror shall procure, maintain, and provide proof of, insurance
coverage for injuries to persons and/or property damage as may arise from or in conjunction with,
the work performed on behalf of the County by the Offeror, his agents, representatives, employees
or subcontractors. Proof of coverage as contained herein shall be submitted fifteen (15) days prior
to the commencement of work and such coverage shall be maintained by the Offeror for the
duration of the contract period; for occurrence policies. Claims made policies must be in force or
that coverage purchased for three (3) years after contract completion date.
a. General Liability
Coverage shall be as broad as: Comprehensive General Liability endorsed to include Broad Form,
Commercial General Liability Form including Products/Completed Operations.
1. Minimum Limits
General Liability:
$1,000,000 General Aggregate Limit
$1,000,000 Products & Completed Operations
$1,000,000 Personal and Advertising Injury
$1,000,000 Each Occurrence Limit
$50,000 Fire Damage Limit
$5,000 Medical Expense Limit
b. Automobile Liability
Coverage sufficient to cover all vehicles owned, used, or hired by the Offeror, his agents,
representatives, employees or subcontractors.
19
1. Minimum Limits
Automobile Liability:
$1,000,000 Combined Single Limit
$1,000,000 Each Occurrence Limit
$5,000 Medical Expense Limit
c. Workers' Compensation
Limits as required by the Workers' Compensation Act of Virginia. Employers Liability,
$1,000,000.
d. Professional Liability
1. The successful Offeror shall provide the County with an Errors and Omissions Liability
Policy (E&O Policy). The policy shall cover the County for all sources of liability which
would be covered by the latest edition of the standard Errors and Omissions Liability
Coverage Form, as filed for use in the Commonwealth of Virginia by the Insurance
Services Office, without the attachment of restrictive endorsements.
2. The County policy shall be endorsed to include the County's officials, officers, agents and
employees as insured. The E&O Policy shall include the successful Offeror and the
Offeror's subcontractors of every tier as the Offeror designated in the declarations.
3. The minimum E&O Policy limits to be provided by the successful Offeror (inclusive of
any amounts provided by an umbrella or excess policy) shall be $1,000,000 per occurrence
combined single limit for bodily injury liability and property damage liability. The limits
afforded by the E&O Policy (or umbrella or excess policy with respect to it) shall apply
only to the County and County's officials, officers, agents and employees and only to
claims arising out of or in connection with the work under this contract.
4. Notice of Cancellation and/or Restriction - The policy must be specifically endorsed to
provide the County with forty-five (45) days’ notice of cancellation, non-renewal, change
in coverage, and/or restriction.
e. Coverage Provisions
1. All deductibles or self-insured retention shall appear on the certificate(s).
2. The County, its' officers/ officials, employees, agents and volunteers shall be added as
"additional insured" as their interests may appear. This provision does not apply to
Professional Liability or Workers' Compensation/Employers' Liability.
3. The Offeror's insurance shall be primary over any applicable insurance or self-insurance
maintained by the County.
4. Shall provide 30 day written notice to the County before any cancellation, suspension, or
void of coverage in whole or part, where such provision is reasonable.
5. All coverage for subcontractors of the Offeror shall be subject to all of the requirements
stated herein.
20
6. All deductibles or self-insured retention shall appear on the certificate(s) and shall be
subject to approval by the County. At the option of the County, either; the insurer shall
reduce or eliminate such deductible or self-insured retention; or the Offeror shall be
required to procure a bond guaranteeing payment of losses and related claims expenses.
7. Failure to comply with any reporting provisions of the policy(s) shall not affect coverage
provided the County, its' officers/officials, agents, employees and volunteers.
8. The insurer shall agree to waive all rights of subrogation against the County, its'
officers/officials, agents, employees or volunteers for any act, omission or condition of
premises which the parties may be held liable by reason of negligence.
9. The Offeror shall furnish the County certificates of insurance including endorsements
affecting coverage. The certificates are to be signed by a person authorized by the insurance
company(s) to bind coverage on its' behalf, if executed by a broker, notarized copy of
authorization to bind, or certify coverage must be attached.
10. All insurance shall be placed with insurers maintaining an A.M. Best rating of no less than
an A: VII. If A.M. Best rating is less than A: VII, approval must be received from County's
Risk Officer.
11. All coverage designated herein shall be as broad as the Insurance Services Office (ISO)
forms filed for use with the Commonwealth of Virginia.
55. Payments to Subcontractors: Within seven days after receipt of amounts paid by the County for
work performed by a subcontractor under this contract, the Contractor shall either:
a. Pay the Subcontractor for the proportionate share of the total payment received from the
County attributable to the work performed by the Subcontractor under this contract; or,
b. Notify the County and Subcontractor, in writing, of his intention to withhold all or a part
of the Subcontractor's payment and the reason for non- payment.
The Contractor shall pay interest to the Subcontractor on all amounts owed that remain unpaid
beyond the seven-day period except for amounts withheld as allowed in item b. above.
Unless otherwise provided under the terms of this contract, interest shall accrue at the rate of one
percent per month.
The Contractor shall include in each of its subcontracts a provision requiring each Subcontractor
to include or otherwise be subject to the same payment and interest requirements as set forth above
with respect to each lower-tier subcontractor.
The Contractor's obligation to pay an interest charge to a Subcontractor pursuant to this provision
may not be construed to be an obligation of the County.
56. Ownership of Documents: Any reports, specifications, blueprints, negatives or other documents
prepared by the Contractor in the performance of its obligations under the resulting contract shall
be the exclusive property of County, and all such materials shall be returned to the owner upon
completion, termination, or cancellation of this contract. The Contractor shall not use, willingly
allow, or cause such materials to be used for any purpose other than performance of all Contractor’s
21
obligations under the resulting contract without the prior written consent of County. Documents
and materials developed by the Contractor under the resulting contract shall be the property of
County; however, the Contractor may retain file copies, which cannot be used without prior written
consent of the Owner. County agrees that the Contractor shall not be liable for any damage, loss,
or injury resulting from the future use of the provided documents for other than the project
specified, when the Contractor is not the firm of record.
57. Contractual Disputes: The Contractor shall give written notice to the Purchasing Officer of his
intent to file a claim for money or other relief at the time of the occurrence or the beginning of the
work upon which the claim is to be based.
The written claim shall be submitted to the Purchasing Officer no later than sixty (60) days after
final payment. If the claim is not disposed of by agreement, the Purchasing Officer shall reduce his
decision to writing and mail or otherwise forward a copy thereof to the Contractor within thirty
(30) days of receipt of the claim.
The Purchasing Officer's decision shall be final unless the Contractor appeals within thirty (30)
days by submitting a written letter of appeal to the County Administrator, or his designee. The
County Administrator shall render a decision within sixty (60) days of receipt of the appeal.
58. Responsibility for Making Corrections: The Consultant shall, without additional costs or fee to
the County, correct or revise any errors or deficiencies in its performance, The County’s review,
approval, or acceptance of, nor payment of any of the services required under the contract shall be
deemed a waiver of rights by the County as a result of the Engineer’s negligent performance of any
of the services furnished under the contract.
59. Audit: The contractor shall retain all books, records, and other documents relative to this contract
for five (5) years after final payment, or until audited by the County, whichever is sooner. The
County, its authorized agents, and/or state auditors shall have full access to and the right to examine
any of said materials during said period.
60. Payments: The County prefers to make payment with the County’s Purchasing Card, or by direct
deposit. If you are willing to use either of these methods, please register at the following sites:
Pcards: www.bankofamerica.com/epayablesvendors
Direct Deposit: www.paymode.com/isleofwight
22
AGREEMENT
ISLE OF WIGHT COUNTY, VIRGINIA AND
____________________________________
PROFESSIONAL FINANCIAL ADVISORY SERVICES
THIS AGREEMENT, made on _________, 2018, by and between the Isle of Wight County, a
political subdivision organized and existing under the laws of the Commonwealth of Virginia, herein
referred to as the “County,” the current address of which is 17090 Monument Circle, Isle of Wight, Virginia
23397 and _________________________ organized and existing under the laws of the Commonwealth of
Virginia, herein referred to as “Financial Advisor” and/ or ______________________, the business address
of which is ______________________________________.
WHEREAS, THE County desires to enter into an Agreement with _________________________
for professional assistance related to financial advice, counsel and other associated services deemed
appropriate by the County; and
WHEREAS, the Financial Advisor represents that it is duly authorized and qualified to provide the
aforesaid services.
NOW, THEREFORE, in consideration of the mutual covenants, promises and representations
contained herein, the parties hereto agree as follows:
ARTICLE I. PROGRAM ADMINISTRATOR
The Director of Budget & Finance of the County hereinafter referred to as the “County
Representative” is the administrator in charge of all activities associated with this Agreement.
23
ARTICLE II. SCOPE OF SERVICES
A. Advisory & Consulting Services. The Financial Advisor shall, using its professional staff
members, provide financial advice, counsel and other associated services deemed appropriate by
the County.
B. Non-Transaction Related Services. For non-transaction related activities, the financial advisory
services shall include, but not be limited to, the following:
1. Provide pertinent advice and counsel for the duration of this contract to the County
concerning development in the financial community in general and municipal finance
in particular to enable the County to remain in the best possible financial posture.
2. Develop financial analysis programs and computer models to be used in conjunction
with the County’s financing program(s) using mutually agreed upon software and
hardware compatible with the County’s computer system.
3. Assist in evaluating capital funding alternatives and developing a financing plan.
4. Review and advise on special projects involving potential County financing as
requested by the County Representative.
5. Assist in the development/updating of Financial Policy Guidelines.
6. Provide such other financial advisory services deemed appropriate by the County.
C. Transaction Related Services. For each financial transaction the financial advisory service will
include, but not be limited to, the following:
1. Assist County officials in developing information to be presented to municipal bond
rating services in order to achieve the highest bond rating realistically achievable.
Accompany officials in all presentations to the rating services.
2. Review capital projects contemplated by the County and work with the County
Representative and other officials in developing options, plan and strategies for
financing planned capital improvements, taking into consideration costs and the
effects that various alternative have on the County’s financial position.
24
3. The Financial Advisor shall develop a time schedule to assure that all work is begun
and accomplished in a timely manner including all work associated with any
financings.
4. The Financial Advisor shall analyze and make recommendations with respect to
whether the sale of the bonds should be a competitive sale or a negotiated sale.
5. The Financial Advisor shall assist the County’s staff in the selection of a group of
bond underwriting firms (the “Investment Bankers”) for the negotiated sale of the
bonds. The Financial Advisor’s function in this regard shall include the following
basic actions:
a. Developing requests for proposals;
b. Conducting a pre-interview conference with County staff to facilitate
preparedness in evaluating the Investment Banker proposals and to better
enable the County staff to conduct oral interviews;
c. Assisting and participating in the oral interview and selection process; and
d. Upon selection of the Investment Banking team, the Financial Advisor shall
assist the County staff and Bond Counsel in bringing said Team on board and
up-to-date in as timely a fashion as possible, providing a smooth transition in
order that the County’s ongoing process of issuing bonds will experience no
delay or inconvenience.
6. Assist and advise in the development of debt service coverage ratios, reserve funds or
other structural components as requested.
7. Assist in the procurement and negotiation of credit support mechanisms as needed.
8. The Financial Advisor shall assist in the preparation and development of all financing
documents, any credit presentations to the rating agencies and the printing of the
Official Statement or other offering document. It is understood by the parties hereto
that primary responsibilities for the above mentioned legal function will rest with
25
Bond Counsel and, as such, the Financial Advisor with not assume primary
responsibility for initiating any legal documents unless otherwise requested to do so
by the County.
a. However, the Financial Advisor shall be responsible for reviewing all
documents and attending all sessions and presentations, as well as reviewing
and providing financial comments upon all documents as to form and content
in order to best protect the County’s interests in any and all such documents
and presentations; and
b. The Financial Advisor shall prepare, when necessary, together with the
County, the Official Statement used in conjunction with the sale of bonds.
9. In the event of a competitive or negotiated sale of bonds, the Financial Advisor shall
assist the County in the sale of bonds to the Investment Banker. Relative to this
process, the Financial Advisor shall recommend to the County the general timing for
the competitive or negotiated sale of said bonds, specific bond purchase contract
requirements, good faith deposit checks, as necessary, bond maturities, interest rates
and the discount or premiums being offered by the Investment Banker.
10. The Financial Advisor shall be responsible for working with the County’s staff to
insure the proper and appropriate investment of all funds as a result of any financing.
11. Provide such other Financial advisory services deemed appropriate by the County.
26
Article III. COMPENSATION
A. Advisory & Consulting Services. For work rendered with is not transaction specific, the Financial
Advisor shall be compensated at the rates of _____________________________ per hour for
Senior Vice Presidents, ______________________________ per hour for First Vice Presidents,
________________________________ per hour for Associate Vice Presidents,
________________________________ per hour for Associates, and ______________________
per hour for Analysts. Hourly rates shall be subject to ____% annual escalation. All such
compensation shall be paid only for hours actually spent by the Financial Advisor in performing
work for the County as specifically authorized by the County Administrator and/or the Director of
Budget & Finance. Payment shall not be due until the work has been performed to the County’s
satisfaction.
B. Transaction Related Services. Financial Advisor shall be compensated for transaction related
services (described in Article II, paragraph B) on an agreed upon completion fee. The fee shall be
calculated based on a sliding scale of per thousand dollars of the principal amount of bonds or notes
issued by, on behalf of, or for the benefit of the County. Financial Advisor shall not be compensated
until the successful completion and closing of such financing. Irrespective of the size of issuance,
Financial Advisor’s minimum compensation for any transaction shall be $__________ for a Private
Placement and $ __________ in the event of a Public Opening.
C. Special Projects. The County, at its sole discretion, may deem certain work of Financial Advisor
to constitute a Special Project. The County and Financial Advisor negotiate a fair and equitable
compensation for a Special Project prior to the beginning of that work. Such compensation can be
based upon an hourly arrangement; a pre-determined fee; a Per Bond fee; or some combination of
the above. Special services may include but are not limited to the following:
1. Escrow Structuring Services;
2. Multi-Year Pro Forma Budget Modeling; and
3. Investment and Cash Management Services, among others.
27
D. Reimbursement for Fee and Out-of-Pocket Expenses. Under all section and subsection of
ARTICLE III, THE Financial Advisor shall be entitled to receive its agreed upon fee and reasonable
and necessary out-of-pocket expenses, including administrative costs and travel, meals, copies,
telephone and computer time incurred in connection with the services pertaining to this Agreement
provided, however, that such fee and out-of-pocket expenses shall be rendered payable monthly in
arrears but only to the extent that the Financial Advisor furnishes to the County an invoice
containing a detailed list of events and associated costs for such fees and expenses. All out-of-
pocket expense incurred by Financial Advisor shall be billed to the County at cost with a breakdown
for each item and the corresponding amount (e.g., travel, courier, lodging, meals, etc.). In addition,
the County shall pay _________% of the amount for incidental expenses such as telephone, fax
and other direct costs. (Note - Financial Advisor does not charge for administrative time.)
ARTICLE IV. DIRECT PERSONNEL EXPENSE
The Financial Advisor represents that it has, or will secure at its own expense, all personnel required
in performing the services under this Agreement. Such personnel shall not be employees of, or have any
contractual relationship with the County. Further, all services required hereunder will be performed by the
Financial Advisor or under its supervision, and all personnel engaged in the work shall be fully qualified to
perform such services. Principal financial advisory personnel assigned to render serve to the County shall
be _____________________ and ______________________. Any substitution shall require prior approval
by the County.
ARTICLE V. TERM OF AGREEMENT
The initial term of this agreement shall be from the date of award until December 31, 2019. The
County has the option to extend the term of this Agreement in three one-year increments. Should the County
determine not to extend this Agreement a written notice prior to October 31, of the then current year that
the contract will not be renewed. All other contracts by the parties hereto that have not been completed
28
prior to the execution of this Agreement shall continue in effect to the extent they do not conflict with this
Agreement.
ARTICLE VI. GENERAL CONDITIONS.
A. Cancellation of Agreement.
1. This Agreement is subject to cancellation by either party on thirty (30) days advance
written notice to the other at its address as hereinabove specified. However, in the event
bonds or notes are sold, the Financial Advisor shall continue to render services relating to
the issuance of bonds or notes by the County within the Agreement Year.
2. In the event of such a cancellation and if the Financial Advisor claims it is entitled to
compensation for any reimbursement expense necessarily incurred in the satisfactory
performance of the provisions of this Agreement to date of cancellation, it shall comply
with Article III, D, hereof.
B. Compliance with Local, State and Federal Rules, Regulation and Laws. The Financial Advisor
shall comply with all applicable laws, order and codes of the Federal, State, and local governments
as they pertain to this Agreement.
C. Equal Employment Opportunity. It is the policy of Financial Advisor to provide equal
employment opportunity to all persons without regard to their age, race, color, religion, sex,
national origin, physical disability or handicap. Personnel with include recruiting and hiring,
selection for training, compensation, transfer, working conditions, benefits and privileges,
promotion and termination will be administered to all employees without discrimination. In
pursuing this policy, it is the Financial Advisor’s intention to further the principles of equal
employment opportunity by the employment of minority groups and women, with the constraints
of availability and appropriate qualifications. Promotion decisions will continue to be made in
accord with the principles of equal employment opportunity subject to valid qualifications for
promotional opportunities. This policy represents a reaffirmation of the Financial Advisor’s long-
29
standing policy of providing equal employment opportunity in all personnel actions aimed at
assuring true equality of employment and a work environment without discrimination.
D. Interest of Members of the County. No members of the governing body of the County and no
other official, employee or agent of the County who exercises any functions or responsibilities in
connection with the carrying out of the services to which this Agreement pertains, shall have any
personal interest, direct or indirect, in this Agreement.
E. Findings Confidential. Unless otherwise required by law, all of the reports, information, data,
etc., prepared or assembled by the Financial Advisor under this Agreement are confidential; and
the Financial Advisor agrees that same shall not be made available to any individual or organization
without the prior approval of the County.
F. Ownership of Documents. All documents prepared or obtained by the Financial Advisor are, and
shall remain, the property of the County.
G. Prohibition Against Contingent Fees. The Financial Advisor warrants that it has not employed
or retained any company or person, other than a bona fide employee working solely for the
Financial Advisor, to solicit or secure this Agreement, and that it has not paid nor agreed to pay
any person, company, corporation, individual or firm, other than a bona fide employee working
solely for the Financial Advisor, any fee, commission, percentage, gift, or any other consideration,
contingent upon or resulting from the award or making of this Contract.
H. No Agency Relationship. The Financial Advisor is not the agent, subagent or representative of the
County; and this Agreement shall not make the County liable to any person, firm, corporation or
other who contracts with or provides goods or services to the Financial Advisor in connection with
the services it has agreed to perform hereunder or otherwise for debts or claims accruing to such
parties against the Financial Advisor; and there is no contractual relationship, either express of
implied, between the County and any other person, firm, corporation or other supplying any work,
labor, services, goods or materials to the Financial Advisor as a result of its services to the County
hereunder or otherwise.
30
I. Non-assignability. The Financial Advisor may not assign, delegate, sublet or otherwise dispose
of this Agreement, or the services to be performed hereunder, or the rights accruing thereto without
the prior written consent of the County Representative or their designee, as authorized by the
County’s Board of Supervisors.
J. Assurance of County. The County agrees to cooperate fully with the Financial Advisor in its
fulfillment of the duties specified in this Agreement. Without limiting the foregoing, the County
shall make available to the Financial Advisor any information the County possesses relevant to
services to be undertaken by the Financial Advisor, and appropriate members of the County’s staff
for assistance to and/or consultation with the Financial Advisor.
K. Headings. All headings and descriptive headings of paragraphs in this Agreement are inserted for
convenience only and shall not affect the construction or interpretation thereof.
31
WITNESS WHEREOF, the Parties hereto have executed this Agreement on the ____ day of _____, 2018.
ISLE OF WIGHT COUNTY
___________________
By: Randy Keaton
Title: County Administrator
ATTEST:
___________________________
Clerk, Board of Supervisors
Carey Mills-Storm
Approved as to form:
____________________________
Mark Popovich, County Attorney
Financial Advisor
_______________________
By:
Title:
ATTEST:
_________________________
32
EXHIBIT A
33
EXHIBIT B
PROPOSAL
34
EXHIBIT C
INSURANCE
Financial Advisor shall maintain throughout the period of this Project and for a period of five (5) years
thereafter, errors and omissions insurance with an insurance company satisfactory to the Owner.
Financial Advisor shall also maintain insurance coverage for comprehensive general liability (which shall
include contractual liability insurance for Financial Advisor’s indemnity obligations in this Agreement),
automobile liability and worker's compensation in forms and amounts satisfactory to Owner. Financial
Advisor shall submit to Owner proof of such insurance in amounts satisfactory to Owner. The
maintenance in full current force and effect of such form and amount of insurance as Owner has accepted,
shall be, condition precedent to Financial Advisor’s exercise or enforcement of any rights under this
Agreement. The insurance policies shall incorporate a provision requiring written notice to the Owner at
least thirty (30) days prior to any cancellation of the policies for any reason. Financial Advisor’s
professional liability insurance shall be issued by an insurance carrier licensed or approved to provide
such coverage in the Commonwealth of Virginia, to compensate for all losses associated with all
negligent acts, errors, omissions arising out of this Agreement or breach of this Agreement by Financial
Advisor, and its agents and employees. Such insurance shall provide a coverage amount not less than One
Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) in the aggregate, with
contractual liability coverage for Financial Advisor’s indemnity obligations in this Agreement. Upon
execution of this Agreement, and at every date for renewal of that policy, Financial Advisor shall cause a
Certificate of Insurance to be issued by an insurance agent licensed in the Commonwealth of Virginia be
provided to the Owner. Provision of a valid Certificate of Insurance that meets the requirements of this
Agreement is a condition precedent to the payment of any amounts due Financial Advisor by the Owner.
Financial Advisor shall maintain all forms of insurance required by law in the Commonwealth of
Virginia. Financial Advisor’s insurance for comprehensive general liability shall be on an occurrence
basis with limits not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars
($2,000,000) in the aggregate and automobile liability insurance with a combined single limit of not less
than One Million Dollars ($1,000,000), and worker's compensation insurance by a carrier reasonably
satisfactory to the Owner, which carrier shall be licensed or approved to provide such coverage in the
Commonwealth of Virginia covering statutory limits and employer's liability insurance with One Million
Dollars ($1,000,000) limits per occurrence. The Owner shall be an additional named insured under the
comprehensive general liability policy. Financial Advisor shall ensure that any and all Consultants
engaged or employed by Financial Advisor carry and maintain the same insurance.
35
EXHIBIT D
36
SIGNATURE SHEET
(Submit with Proposal)
My signature certifies that the proposal as submitted complies with all Terms and Conditions as set
forth.
My signature also certifies that the accompanying proposal is not the result of, or affected by, any
unlawful act of collusion with another person or company engaged in the same line of business or
commerce, or any act of fraud punishable under Title 18.2, Chapter 12, Article 1.1 of the Code of
Virginia, 1950, as amended. Furthermore, I understand that fraud and unlawful collusion are crimes
under the Virginia Governmental Frauds Act, the Virginia Government Bid Rigging Act, and
Virginia Antitrust Act, and Federal Law, and can result in fines, prison sentences, and civil damage
awards.
My signature also certifies that this firm has no business or personal relationships with any other
companies or persons that could be considered as a conflict of interest or potential conflict of
interest to the County and that there are no principals, officers, agents, employees, or
representatives of this firm that have any business or personal relationships with any other
companies or persons that could be considered as a conflict of interest or a potential conflict of
interest to the Isle of Wight County, pertaining to any and all work or services to be performed as
a result of this request and any resulting contract with the County.
I hereby certify that I am authorized to sign as a Representative for the Firm:
Complete Legal Name of Firm: ____________________________________________
Address: ______________________________________________________________
Federal ID No.:_________________________________
Telephone No.______________________ Fax No._____________________________
Name (type/print):_________________________ Title: _______________________
Signature: ____________________________________
37
PROPRIETARY/CONFIDENTIAL INFORMATION IDENTIFICATION
(RFP #18-1242-1)
Name of Firm/Offeror: ____________________________________________
Trade secrets or proprietary information submitted by an Offeror shall not be subject to public disclosure
under the Virginia Freedom of Information Act; however, the Offeror must invoke the protections of §2.2-
4342F of the Code of Virginia, 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, including the section of
the proposal in which it is contained, as well as the page number(s), 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 a trade secret or proprietary information. In addition, a summary of proprietary information
provided shall be submitted on this form. The designation of an entire proposal document, line item prices,
and/or total proposal prices as proprietary or trade secrets is not acceptable. If, after being given reasonable
time, the Offeror refuses to withdraw such a classification designation, the proposal will be rejected.
SECTION/TITLE PAGE NUMBER(S) REASON(S) FOR WITHHOLDING FROM
DISCLOSURE
38
EXCEPTIONS TO RFP
(RFP #18-1242-1)
Name of Firm/Offeror: ____________________________________________
Unless stated in this portion of the proposal, all Offerors will be considered to have accepted all the terms
of the Request for Proposal (RFP), including all ‘must’s,’ ‘shall’s’, and ‘should’s,’ and any amendments as
issued, without exception.
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
______________________________________________________________________
39
ANTICOLLUSION/NONDISCRIMINATION/DRUG FREE WORKPLACE CLAUSES
ANTICOLLUSION CLAUSE:
IN THE PREPARATION AND SUBMISSION OF THIS BID, SAID BIDDER DID NOT EITHER
DIRECTLY OR INDIRECTLY ENTER INTO ANY COMBINATION OR ARRANGEMENT WITH
ANY PERSON, FIRM OR CORPORATION, OR ENTER INTO ANY AGREEMENT, PARTICIPATE
IN ANY COLLUSION, OR OTHERWISE TAKE ANY ACTION IN THE RESTRAINT OF FREE,
COMPETITIVE BIDDING IN VIOLATION OF THE SHERMAN ACT (15 U.S.C. SECTION 1),
SECTIONS 59.1-9.1 THROUGH 59.1-9.17 OR SECTIONS 59.1-68.6 THROUGH 59.1-68.8 OF THE
CODE OF VIRGINIA.
THE UNDERSIGNED BIDDER HEREBY CERTIFIES THAT THIS AGREEMENT, OR ANY CLAIMS
RESULTING THEREFROM, IS NOT THE RESULT OF, OR AFFECTED BY, ANY ACT OF
COLLUSION WITH, OR ANY ACT OF, ANOTHER PERSON OR PERSONS, FIRM OR
CORPORATION ENGAGED IN THE SAME LINE OF BUSINESS OR COMMERCE; AND, THAT NO
PERSON ACTING FOR, OR EMPLOYED BY, ISLE OF WIGHT COUNTY HAS AN INTEREST IN,
OR IS CONCERNED WITH, THIS BID; AND, THAT NO PERSON OR PERSONS, FIRM OR
CORPORATION OTHER THAN THE UNDERSIGNED, HAVE, OR ARE, INTERESTED IN THIS
BID.
DRUG-FREE WORKPLACE:
DURING THE PERFORMANCE OF THIS CONTRACT, THE OFFEROR AGREES TO (I) PROVIDE
A DRUG-FREE WORKPLACE FOR THE OFFEROR'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 OFFEROR'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 OFFEROR THAT THE OFFEROR MAINTAINS A DRUG-
FREE WORKPLACE; AND (IV) INCLUDE THE PROVISIONS OF THE FOREGOING SECTIONS I,
II, AND III IN EVERY SUBCONTRACT OR PURCHASE ORDER OF OVER $10,000, SO THAT THE
PROVISIONS WILL BE BINDING UPON EACH SUBOFFEROR OR VENDOR.
FOR THE PURPOSE OF THIS SECTION, "DRUG-FREE WORKPLACE" MEANS A SITE FOR THE
PERFORMANCE OR WORK DONE IN CONNECTION WITH A SPECIFIC CONTRACT AWARDED
TO A OFFEROR 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 THE CONTRACT.
NONDISCRIMINATION CLAUSE:
1. EMPLOYMENT DISCRIMINATION BY OFFEROR SHALL BE PROHIBITED.
2. DURING THE PERFORMANCE OF THIS CONTRACT, THE SUCCESSFUL OFFEROR SHALL
AGREE AS FOLLOWS:
40
A. THE OFFEROR, 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/CONSIDERATION
REASONABLY NECESSARY TO THE NORMAL OPERATION OF THE BIDDER. THE
BIDDER AGREES TO POST IN CONSPICUOUS PLACES, AVAILABLE TO
EMPLOYEES AND APPLICANTS FOR EMPLOYMENT, NOTICES SETTING FORTH
THE PROVISIONS OF THIS NONDISCRIMINATION CLAUSE.
B. THE OFFEROR, IN ALL SOLICITATIONS OR ADVERTISEMENTS FOR EMPLOYEES
PLACED ON BEHALF OF THE BIDDER, WILL STATE THAT SUCH BIDDER IS AN
EQUAL OPPORTUNITY EMPLOYER.
C. NOTICES, ADVERTISEMENTS, AND SOLICITATIONS PLACED IN ACCORDANCE
WITH FEDERAL LAW, RULE OR REGULATION SHALL BE DEEMED SUFFICIENT
FOR THE PURPOSE OF MEETING THE REQUIREMENTS OF THIS SECTION.
D. OFFEROR WILL INCLUDE THE PROVISIONS OF THE FOREGOING SECTIONS A, B,
AND C IN EVERY SUBCONTRACT OR PURCHASE ORDER OF OVER $10,000, SO
THAT THE PROVISIONS WILL BE BINDING UPON EACH SUBOFFEROR OR
VENDOR.
Name and Address of Bidder: Date:
By:
Signature In Ink
Printed Name
Telephone Number: ( )
Fax Phone Number: ( )
Title
FIN/SSN#:
Is your firm a "minority" business? Yes No If yes, please indicate the "minority"
classification below:
African American Hispanic American American Indian Eskimo Asian American
Aleut Other; Please Explain:____________________