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Town sends out ‘Request for Proposal’ for search consultant to recruit new Town Manager

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Town Hall Front Royal, Virginia

Here is the Request for Proposal that the Town Council has released for a search consultant to recruit a new Town Manager.

PART ONE – PURPOSE
The Town of Front Royal invites the submission of sealed proposals from executive search consultants with national experience in recruiting candidates for the position of Town Manager.

The Town is looking for a search firm that is capable of showcasing the community’s unique amenities, quality of life, and professional organization to attract a seasoned manager with demonstrated experience and success in leadership and management. The desired Town Manager should be someone that works, leads, and manages in a collaborative manner and can work with
Council, staff, and stakeholders to establish a vision, identify strategic goals and execute actions in an efficient fashion. The Town needs a leader with the highest ethical standards and integrity.

This Request for Proposal (RFP) is being issued by the Town of Front Royal with the intent to enter into a Contract for Services. The awarded contract will be for a period of one (1) year,
beginning on the date of final signature. The successful proposing firm will have experience in providing such services to government entities and other organizations of similar size and
complexity in the region and have the staff capacity and expertise to do so for the Town of Front Royal.

Cooperative Contracting
This solicitation is being conducted in accordance with the provisions of Virginia Code § 2.2-4304. This clause is intended to allow the successful Contractor to offer the goods and services requested in this solicitation to other public bodies. Offering to sell goods and services to other jurisdictions is voluntary on the Contractor’s part. A public body’s participation in the contract
is also voluntary. Failure to offer the terms and conditions of the contract to other jurisdictions neither disqualifies a bidder nor adversely affect the award of the contract. The successful Contractor must deal directly with a participating public body concerning placement of orders, issuance of Purchase Orders, contractual disputes, invoices and payments. In no event shall the
Town of Front Royal, its officials or staff be responsible for any costs, damages or injury as a result of any Town contract extended to a public body by the successful Contractor. The Town
of Front Royal acts only as the “Contracting Agent” for this contract. The Town assumes no responsibility for any notification of the availability of the contract for use by other public bodies. Other public bodies desiring to use the contract shall make their own legal determination as to whether the use of the contract is consistent with their laws, regulations, and other policies.

Any participating public body has the option of executing a separate contract with the successful Contractor. Contracts entered into with a participating public body may contain general terms
and conditions unique to that public body. If, when preparing such a contract, the general terms and conditions of the participating public body are unacceptable to the successful contractor, the
Contractor may withdraw its extension of the contract to that participating public body.

An RFP is used for procurement of services in situations where price is not the sole determining factor and the award will be based on a combination of cost and technical factors (Best Value).
Through its proposal, the Offeror offers a solution to the objectives, problems, and needs specified in this RFP, and defines how it intends to meet (or exceed) the RFP requirements.

The Town of Front Royal may cancel this Request for Proposals or reject proposals at any time prior to an award and is not required to furnish a statement of the reasons why a particular proposal
was not deemed to be the most advantageous (Code of Virginia, § 2.2-4359D).

INFORMATION
The legislative and policy making body of the Town is the Mayor and the six-member Town Council whose members are elected. The Town Council appoints the Town Manager, who serves as Chief Administrative Officer. It is the Town Manager’s responsibility to hire department heads. The Town currently employs approximately 172 full-time equivalent employees.

The Town has contracted with an Interim Town Manager while the search for a permanent Town Manager is underway.

The Town of Front Royal has an estimated population of 14,666, and Warren County has an additional 23,404 residents surrounding Front Royal.

Location
Front Royal is centrally located near the intersection of Interstates 66 and 81, and 70 miles west of Washington DC. The Town is also located at the confluence of the North and South Forks of
the Shenandoah River. Front Royal is also just south of the Virginia Inland Port, a truck container to rail port network serving the deep-water ports of Virginia in Norfolk.

Education
Two top-rated universities are located in Warren County: Christendom College and George Mason University’s Smithsonian-Mason School of Conservation located at the Smithsonian Conservation Biology Institute.

The Warren County Public School system offers students accredited courses of study in addition to offering students programs at the Blue Ridge Technical Center, the Project Lead the Way
Study Programs in engineering and biomedical sciences, and study at the Mountain Vista Governor’s School. In addition, Front Royal is home to Randolph Macon Academy, an Air Force
affiliated co-ed day and boarding school for students in grades 6 through 12.

STATEMENT OF NEEDS
The Town needs to develop a plan for soliciting potential candidates and presenting finalists to the Town Council by:

Interviewing the Mayor, Town Council, and Department Heads to determine an overall understanding of the Town and how it functionally operates.

Questioning all Town Council Members and the Mayor to develop the general criteria and skillsets for the position of Town Manager.

Questioning all Town Council Members and the Mayor to determine a general vision they have for the future of the Town in order to ensure the finalists have the same general vision.

Designing a robust public participation process for Council approval so that residents and employees can provide their comments and thoughts about attributes they want in the Town
Manager.

Meeting with the Town Council as necessary to facilitate the development of an appropriate candidate profile and list of priorities for the new Town Manager.

Developing a position profile, and all recruiting material in conjunction with the Town Council, Interim Town Manager, and other key individuals and sources selected by the Council, that
addresses the specific leadership qualities, duties, responsibilities, operational issues, education and training, personal characteristics and traits, and other factors that are relevant to the position.

Conducting all recruiting efforts for the position including targeted mailings, selected advertising, networking, direct inquiries, and use of consultant’s knowledge of potential candidates.

Answering questions from candidates and collecting application materials.

Reviewing all application materials received, comparing them to the candidate profile and performing screening interviews as needed.

Working with the Town Council to select 4-6 finalists; prepare a summary report on all finalists; determine and prepare appropriate interview/selection process for Council, staff and the
community to conduct in-depth interviews of each finalist; and participate and manage all interviews and community sessions with the assistance of the Interim Town Manager.

Conducting detailed background investigations (including, but not limited to, social media) and verify references and credentials of finalists. Prepare a detailed report on each finalist.

Assisting the Town Council and all stakeholders in the interview and selection process.

Assisting in the negotiation of an employment agreement with the final candidate, as directed by the Town Council and coordinated with the Interim Town Manager and Town Attorney.

The consultant may continue to provide the services above until a Town Manager is appointed, or until the contract is cancelled by the Town. In addition, should the newly appointed Town
Manager be terminated for cause or resign within twenty-four (24) months, the consultant may conduct a replacement search at no charge.

Schedule:
The Town intends to award a contract before July 1, 2020. The Town is interested in an expedited yet thorough recruitment process, and in completing the search and selection process for the new Town Manager as soon as practical.

PART TWO – PROPOSAL PREPARATION & SUBMISSION INSTRUCTIONS
Proposers are asked to respond and to tab their proposals according to the following items in the sequence presented:

Qualifications. Describe the background, public sector experience, and executive search capabilities of your firm. Please give specific information regarding your qualifications to conduct Town Manager searches for entities similar to the Town of Front Royal. Describe in what ways have members of your firm developed personal contacts with potential candidates for this position.

Scope of Services. Provide a scope of services and a proposed outline of tasks, products, and recruitment schedule. Major proposed deviations from the desired scope of services outlined in
this request for proposal should be clearly noted.

Consulting Staff. Provide the name of the individual responsible for the recruitment including subcontractors, the percentage of the time said individual will allocate to the recruitment, and the
specific experience of the individual relative to the recruitment. Describe how many successful searches the consulting staff has conducted within the last two years. Identify how many other
executive searches the responsible person currently is involved in.

References. Provide a list of a minimum of five (5) clients who can verify your firm’s ability to provide the scope of services requested, include a brief description of the work along with contract award and completion dates for each recruitment. For each reference, include the name(s), telephone number(s) and email address(es) of the client’s project manager.

Cost. Provide a cost proposal that includes a lump sum fee and estimate of detailed expenses.

Approach. Provide a general description, based on experience, as to how the firm would approach the process, including methodology and estimated timelines, and how they would involve stakeholders and work together with the Town towards final appointment of the successful candidate. Identify how the firm will ensure that the Town receives prompt and timely attention throughout this process.

Sample Materials. Please provide 3-5 recent samples of recruiting specifications, community/agency profiles, recruitment brochures, invitee letters, announcements, and so forth from your firm.

Required Signature Pages. See Exhibit B.

Submission of Proposals & Questions
Sealed proposals, subject to the specifications and conditions contained hereto, will be received in the Purchasing Department until 2:00 P.M., THURSDAY, DECEMBER 4, 2019.

Proposals are to be mailed to the Town of Front Royal, ATTN: Alisa Scott, Purchasing Manager, P.O. Box 1560, Front Royal, Virginia 22630. Proposals may also be hand delivered until the scheduled date and time shown above to the Purchasing Department, 102 E. Main Street, Front Royal.

The outermost envelope which a proposal and copies is contained therein must be clearly marked “EXECUTIVE SEARCH”. 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 Offeror to ensure this its proposal reaches the Town of Front Royal by
the designated date and hour.

Any proposal received after the announced time and date of the submittal deadline will not be considered.

One (1) original and nine (9) copies of your proposal must be received by the Town by December 4, 2019 Proposals shall be submitted the following address:

Town of Front Royal
Attn: Alisa Scott, Purchasing Manager
PO Box 1560
102 E. Main Street
Front Royal VA 22630

If the Town of Front Royal has closed due to inclement weather and/or emergency situations prior to or at the time set aside for receipt of proposals, the published due date will default to the
next open business day at the same time.

Deadline changes and any addenda shall be transmitted by e-mail to all registered holders of the Request for Proposal. Request for a copy of the RFP does not commit the holder to submit a
proposal.

All costs of proposal preparation and presentation shall be borne by each Offeror. The Town of Front Royal is not liable for any cost incurred by the Offeror prior to issuance of a contract.

Submittal of a proposal indicates acceptance by the proposer of the conditions contained in this request. The Town of Front Royal reserves the right to reject without prejudice any or all
responses. The Town of Front Royal reserves the right to waive formalities and negotiate with any proposer. The Town of Front Royal reserves the right to amend the specifications of this
Request for Proposals and request new and/or updated proposals at any time prior to award of contract.

The Town shall select the best proposal based upon the evaluation criteria.

Each Offeror is responsible for examining and understanding this RFP prior to submitting a proposal. Offerors assume all risk of errors contained in this procurement process and no contract
awarded will be increased to cover costs that should have been anticipated by the Offeror in examining the documents.

The Town of Front Royal reserves the right to request verification, validation or clarification of any information contained in a proposal.

Proposals shall be valid for ninety (90) days following the opening date. No proposal may be withdrawn or changed during this period.

Submitted proposals shall be available to the public for review for a period of sixty (60) days after award of contract.

All communication regarding this RFP shall be directed to the following contact:

Julie Bush – HR Director
Town of Front Royal
102 E. Main Street
P.O. Box 1560
Front Royal, VA 22630
(540) 635 – 3929
jbush@frontroyalva.com

Ms. Bush will provide all respondents with any information required to successfully prepare a response which will meet the Town’s needs.

Contact with other Town employees regarding this RFP is prohibited without prior consent.

Vendors that directly contact employees risk elimination.

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 proposals.

The awarding authority for this contract is the Town of Front Royal. It is understood and agreed that the contract generated from this Proposal 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 any and all proposals; to waive informalities; to negotiate with the lowest qualified Offeror 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.

All Offerors shall abide by all applicable State and Federal laws.

The Town of Front Royal does not discriminate against small and minority businesses.

The Town of Front Royal reserves the right to accept or reject any and all proposals.

PART THREE EVALUATION AND AWARD CRITERIA
Each proposal will be independently evaluated on the criteria listed below. Points assigned to each category are listed in parentheses:

Consultant Experience/Qualifications (20 points). Experience in providing services similar to those requested and having obtained favorable outcomes (“Favorable outcomes” should be
measured in terms of number of Town Managers placed, length of service of Town Managers placed and level of satisfaction with those Town Managers).

Cost (10 points). Total estimated fees and expenses for the services broken down by task. While cost will be a consideration in the award of the contract, the contract will not necessarily be
awarded to the firm submitting the lowest cost proposal. The Town’s intent is to award the contract to the firm whose proposal is deemed to offer the best overall value and fit to the needs
of the organization.

Dependability (20 points). Ability and commitment to complete the work within the required time frame and proposed cost as evidenced by documentation provided through references.

Sample Materials (10 points). Quality and quantity of recruiting specifications, community/agency profiles, recruitment brochures, invitee letters and announcements provided.

References (20 points). Quality and quantity of client references provided. Evaluation of past recruitments as stated by references in the proposal and of relevance of past experience as
reported in this submission.

Quality of Response (20 points). The overall quality of the response, conformance to format, approach, and its responsiveness to this request for proposal.

PART FOUR GENERAL TERMS AND CONDITIONS ETHICS IN PUBLIC CONTRACTING
By submitting their proposal, all Offerors certify that their proposal is made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other
Offeror, supplier, manufacturer or sub-contractor in connection with their proposal, 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, services or anything more than nominal value, present or promised, unless consideration of substantially equal or greater
value was exchanged.

LICENSES AND PERMITS
The Offeror agrees that it has procured all licenses, permits, or other like permission required by law to conduct or engage in the activity requested within this RFP; 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.

INEPENDENT CONTRACTOR
The Offeror understands and agrees that the relationship of the Offeror to the Town arising out of the Contract shall be that of Independent Contractor. It is understood that the Offeror, or its staff
and employees, are not employees of the Town and are, therefore, not entitled to any benefits. The Offeror shall be responsible for reporting and accounting for all State, Federal, Social Security,
and local taxes where applicable.

PAYMENT
To the Independent Contractor:

a. The Town shall promptly pay for the completed services or delivered goods described in the RFP 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. If the Town fails to make payment by the required payment date, the Town shall pay any finance charges assess by the supplier that shall not exceed one percent (1%) per month. Where payment is made by mail, the date of the postmark shall be deemed to be the date the payment is
made.

b. Individual Independent 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 Independent Contractor directly to this payment address:

Town of Front Royal
Purchasing Department
P.O. Box 1560
Front Royal, VA 22630

All invoices shall show the applicable Purchase Order number.

d. The Independent 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 Independent 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, Independent Contractors should put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges.

Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the Town shall promptly notify the Independent Contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A Independent 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. An Independent Contractor awarded a contract under this solicitation is hereby obligated:

(1) To pay the subcontractor(s) within seven (7) days of the Independent 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 Independent Contractor’s intention to withhold payment and the reason.

b. The Independent 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 Independent 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. An Independent Contractor’s obligation to pay an interest charge to a subcontractor cannot be construed to be an obligation of the Town of Front Royal.

REPORTS
The Independent Contractor shall complete, maintain, and submit to the Town all records and reports and lists of services rendered when such services are rendered.

SERVICES RENDERED
The Independent Contractor shall perform all services to be rendered pursuant to the Contract at the location specified above. The Independent Contractor agrees to maintain all facilities and
equipment used by Independent Contractor under the Contract in clean, sanitary, and safe condition and free from defects of every kind.

TAXES
The Independent 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 Independent Contractor, as the taxes shall be solely an obligation of the Independent Contractor and not the
Town, and the Town shall be held harmless for same by the Independent 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.

BUSINESS LICENSE REQUIREMENT
If a business is in the Town of Front Royal, it is unlawful to conduct or engage in that business without obtaining a business license.

COMPLIANCE WITH FEDERAL IMMIGRATION
The Independent Contractor does not and shall not during the performance of the Contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in
the federal Immigration Reform and Control Act of 1986.

COMPLIANCE WITH STATE LAW
The Independent Contractor shall comply with section 2.2-4311.2 of the Code of Virginia pertaining to foreign and domestic businesses authorized to transact business in the Commonwealth.

TERMINATION FOR CAUSE
The Contract may be terminated by the Town upon fifteen (15) days written notice to the Independent Contractor to the address first named above in the event of substantial failure or default of the Independent Contractor to perform in accordance with the terms hereof through no fault of the Town’s.

TERMINATION FOR CONVENIENCE
The obligation to provide further services under the Contract may be terminated by the Town for its convenience and not for cause upon fifteen (15) days written notice. The Independent 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 Independent 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.

NOTICE
Any notice which is required to be given, or which may be given under the Contract, shall be sent to those mailing addresses noted in the first paragraph of the Contract.

NON-ASSIGNABILITY
The Independent Contractor understands that the Contract is a contract with the professional services of the Independent Contractor and that it is made by the Town in reliance on the Independent Contractor’s personal skills and knowledge in the activity to be conducted and as represented by the Independent Contractor. Accordingly, the Contract is non-assignable by the
Independent Contractor without the express written advance permission of the Town.

INSURANCE
The Independent 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 Independent Contractor is legally liable. The Independent Contractorshall 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 the Town as Additional Insured
Automobile Liability, naming the Town as Additional Insured
Worker’s Compensation

AMOUNT OF INSURANCE REQUIRED
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

INDEMNIFICATION
The Contractor shall indemnify, keep and hold harmless the Town of Front Royal and its members of Council, officers, directors, agents, employees and volunteers against any and all claims 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 which may otherwise result therefrom, if it shall be determined that the act was caused through negligence or error, or omission of the contractor or
his or her employees, or that of the subcontractor or his or her employees, if any; and the contractor shall, at his or her own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith; and if any judgement shall be rendered against the Town in any such action, the contractor shall, at his or her own expense, satisfy and discharge the same. The contractor expressly understands and agrees that any performance bond or insurance protection required by this 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 section shall survive the completions,
terminations or expiration of the contract.

ENTIRE CONTRACT
The Contract constitutes the entire agreement between the parties pertaining to the subject matter of the Contract and supersedes 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.

STANDARD OF CARE
The Independent 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

ENFORCEMENT
The Contract shall be governed by the laws of the State of Virginia. Any action maintained by either party for the enforcement or interpretation of the terms of the Contract shall be filed in the
courts of Warren County, Virginia.

PART FIVE ATTACHMENTS
Any resulting contract will be based on the Town of Front Royal sample contract – Attachment A.

All proposals are to include the Town’s required signature pages – Attachment B.

THIS IS A SAMPLE AGREEMENT THAT WILL BE ENTERED INTO BETWEEN THE TOWN AND THE INDEPENDENT CONTRACTOR. THE AGREEMENT IS PART OF THIS SOLICITATION.

THIS AGREEMENT IS SUBJECT TO REVIEW BY THE TOWN ATTORNEY.

ATTACHMENT A SAMPLE CONTRACT FOR SERVICES
THIS CONTRACT FOR SERVICES is made and entered into this ______ day of __________________, 20_____, by and between THE TOWN OF FRONT ROYAL, VIRGINIA, a Municipal Corporation, whose address is 102 East Main Street, Front Royal, Virginia 22630 (hereinafter referred to as the “Town”), and INDEPENDENT CONTRACTOR., a STATE Corporation, whose street address is INDEPENDENT CONTRACTOR ADDRESS, and whose mailing address is SAME (hereinafter called the “Contractor”).

W I T N E S S E T H:
That for and in consideration of the mutual promises contained herein, the Town agrees to purchase, and the Contractor agrees provide the following described services:

EXECUTIVE SEARCH SERVICES
1. Place of Service Performance/Delivery:
FRONT ROYAL, VA 22630

2. Time of Service Delivery: Normal working business hours for this project will be 7:00 A.M. to 5:00 P.M., Monday through Friday, unless otherwise approved by the Town of Front Royal. Work will not be permitted on any Town of Front Royal holidays, which include New Year’s Day, Martin Luther King Day, President’s Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve Day, and Christmas Day.

3. Term of Contract: This Contract shall be in effect beginning with the date of the final signature on the contract and continuing (if not otherwise terminated pursuant to the terms of this agreement) until final approval by the Town of the service performed.

4. Payment: a. The Town shall promptly pay the sum of SUM for the completed services or delivered goods described in Attachment A “Proposal Response” 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. If the Town fails to make payment by the required payment date, the Town shall pay any finance charges assess by the supplier that shall not exceed one percent (1%) per month. 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 City.

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 mote time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, Contractors should put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached.

Upon determining that invoiced charges are not reasonable, The Town shall promptly notify the Contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A Contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve an agency of its prompt payment 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.

5. Reports: The Contractor shall complete, maintain, and submit to the Town all records and reports and lists of services rendered when such services are rendered.

6. Services Rendered: The Contractor shall perform all services to be rendered pursuant to this Contract at the location specified above. 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.

7. Licenses and Permits: 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 this Contract; that it will procure all additional licenses, permits, or like permission required by law during the term of this Contract; and that it will keep such licenses, permits, and permissions in full force and effect during the term of this Contract.

8. Independent Contractor: 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. The Contractor shall be responsible for reporting and accounting for all State, Federal, Social Security, and local taxes where applicable.

9. Non-Discrimination: During the performance of this agreement the Contractor agrees as follows:
a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, natural origin, age, disability, status as a service disabled veteran or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary for 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 non-discrimination 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 will include the provisions of the foregoing paragraphs a, b and c in every subcontract or purchase order of over $10,000.00 so that the provisions will be binding upon each sub-contractor or vendor.

10. Compliance with Federal Immigration Law: The Contractor does not, and shall not during the performance of the Contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

11. Compliance with State Law: The Contractor shall comply with section 2.2-311.2 of the Code of Virginia pertaining to foreign and domestic businesses authorized to transact business in the Commonwealth.

12. Drug-Free Workplace: For the purpose of this section, “drug-free workplace” means a site for the performance of work done in connection with this contract awarded to the Contractor in accordance with this procurement transaction.

During the performance of this contract, the Contractor agrees to:
a. Provide a drug-free workplace for the Contractor’s employees b. Post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor’s workplace and specifying the actions that will be taken against employees for violations of such prohibition c. State in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace d. Include the provisions of the foregoing paragraphs a, b and c in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

13. Termination for Cause: This Contract may be terminated by the Town upon fifteen (15) days written notice to the 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.

14. Termination for Convenience: The obligation to provide further services under this Contract may be terminated by the Town for its convenience and not for cause upon fifteen (15) 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.

15. Notice: Any notice which is required to be given, or which may be given under this Contract, shall be sent to those mailing addresses noted in the first paragraph of this Contract.

16. Non-Assignability: Independent contractor understands that this 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, this Contract is non-assignable by the Contractor without the express written advance permission of the Town.

17. Insurance: The Contractor shall procure and maintain the general liability insurances shown below, with the Town names 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 this Agreement, certificates of such insurance. Insurance shall provide for coverage effective through the date of the end of the Project.

Comprehensive General Liability Insurance, naming the Town as Additional Insured
Automobile Liability, naming the Town as Additional Insured
Worker’s Compensation

18. Amount of Insurance Required:
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

19. Indemnification: The Independent contractor shall indemnify, keep and hold harmless the Town of Front Royal and its members of Council, officers, directors, employees and volunteers against any and all third party claims 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 which may otherwise result therefrom, to the extent it shall be determined that the claim was caused through
negligence or error, or omission of the Independent contractor or his or her employees, or that of the Subcontractor or his or her employees, if any; and the Independent contractor shall, to the extent of its obligation above, pay all reasonable charges of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith; and if any judgement shall be rendered against the Town in any such action, the Service Provide shall, to the same extent, at its own expense, satisfy and discharge the same. The Independent contractor expressly understands and agrees that any performance bond or insurance protection required by this Contract, or otherwise provided by the Independent 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 section shall survive the completions, terminations or expiration of the Contract.

20. Entire Contract: This Contract constitutes the entire agreement between the parties pertaining to the subject matter of this Contract and supersedes all prior or contemporaneous agreements and understandings of the parties in connection with the subject matter. No modification of this Contract shall be effective unless made in writing and signed by both parties.

21. Force Majeure: The Contractor shall not be held responsible for failure to perform the duties and responsibilities imposed by this Contract if such failure is due to fires, riots, rebellions, natural disasters, wars, or an act of God beyond control of the Contractor, and outside and beyond the scope of the Contractor’s then current, by industry standards, disaster plan that make performance impossible or illegal, unless otherwise specified in the Contract.

22. Antitrust: By entering into this Contract, the Contractor conveys, sells, assigns and transfers to the Town of Front Royal all rights, title, and interest in and to all causes of action the Contractor may now have or hereafter acquire under the antitrust laws of the United States or the Commonwealth of Virginia, relating to the goods or services purchased or acquired by the Town of Front Royal under this Contract.

23. Additional Terms and Conditions: The following attachments are made a part of this Contract and are incorporated herein:
(1) Attachment “A” – PROPOSAL RESPONSE
(2) Attachment “B” – PROPOSAL PRICING SCHEDULE

24. Standard of Care: The Contractor shall perform the services herein described 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.

25. Enforcement: This Contract shall in all aspects be governed by the laws of the Commonwealth of Virginia. Any action maintained by either party for the enforcement or interpretation of the terms of this Contract shall be filed in the courts of Warren County, Virginia. The Contractor shall comply with all applicable federal, state and local laws, rules and regulations.

IN WITNESS WHEREOF, the undersigned parties hereto have made and executed this Contract as the
day and year first above written.

(SEAL) TOWN OF FRONT ROYAL, VIRGINIA
Attest: ________________________________ BY: _________________________________

Printed Name: _________________________ Type Name: ________________________
Title: _________________________________ Title: _______________________________
Date: _______________________________

(SEAL) INDEPENDENT CONTRACTOR:
Attest: _________________________________ ____________________________________
Printed Name: __________________________ BY: ________________________________
Title: __________________________________ Printed Name: ______________________
Title: ______________________________
Date: ______________________________

APPROVED AS TO FORM:
_________________________________________
Douglas W. Napier, Town Attorney
DATE: __________________________________

ATTACHMENT B REQUIRED SIGNATURE PAGES
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) Registration 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:

-ORo is not a corporation, limited liability company, limited partnership, registered limited liability partnership, or business trust -ORo 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:

REQUIRED SIGNATURE PAGES 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 PENALITIES FOR PERJURY THAT THE FACTS AND INFORMATION CONTAINED IN THE FOREGOING BID ARE TRUE AND CORRECT.
Dated this day of , 2019
(Name of Organization)
(Title of Person Signing)
(Signature)

ACKNOWLEDGEMENT STATE OF COUNTY OF
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)

REQUIRED SIGNATURE PAGES
CONFLICT OF INTEREST: The undersigned certifies and warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest, which is defined as a situation in which the nature or work under the contract and the offeror’s organizational, financial, contractual or other interest are such that award of the contract may result in the offeror receiving an unfair competitive advantage, or the offeror’s objectivity in performing the contract work may be impaired. The offeror agrees that if after being awarded it discovers an organizational conflict of interest with respect to the being awarded, it shall make an immediate and full disclosure in writing to the Town of Front Royal which shall include a description of the action which the offeror has taken or intends to take to eliminate or neutralize the conflict.

INDICATE THE NAME AND CONTACT INFORMATION OF THE PERSON WHO CAN RESPOND AUTHORITATIVELY TO ANY QUESTIONS REGARDING THIS PROPOSAL (I.E. PROJECT MANAGER).

Dated this day of , 2019
(Name of Organization)
(Title of Person Signing)
(Signature)
ACKNOWLEDGEMENT STATE OF COUNTY OF
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)

REQUIRED SIGNATURE PAGES
In compliance with this Request for Proposals and to all the conditions imposed herein, the undersigned offers and agrees to furnish the services in accordance with the proposal response.

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 RFP, 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.

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Doug Stanley reflects on 25-years in Warren County government

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In a statement emailed to the media at 4:30 p.m. Wednesday afternoon, Stanley reflected on his time and career in Warren County.

“I have spent the past 25 years or half of my life serving the Front Royal-Warren County community, the last 20 as County Administrator. During that time, I have worked at the pleasure of the Warren County Board of Supervisors and appreciated the Board’s confidence, trust, and support over the years …

“I have been fortunate and blessed to work with an outstanding and professional staff of talented individuals who work hard to improve the quality of life of our citizens on a daily basis.

Above, the county supervisors and their administrator at distance as the meeting began. Below, Stanley acknowledged the board members following their action regarding his departure at the end of the month.

“Without a doubt, the past year has been the most difficult and challenging in my career. That said I believe we have made strides in bringing those responsible for the EDA embezzlement to justice and to recover what has been stolen as well as supporting the current EDA Board and staff to clean up the mess.

“To the community, I sincerely appreciate the opportunity to serve you over the past 25-plus years. Warren County has been able to strike a balance between economic growth and protecting the rural character, scenic vistas, and special places that we as a community treasure. I know in my heart that I leave Warren County a better community, a stronger more resilient community that is poised to continue to flourish in the coming years,” he concluded.

During that lengthy professional tenure here Stanley noted the challenges faced by the community regarding economic redevelopment after the closing of what was for decades beginning with World War II, one of, if not the county’s largest private-sector employer.

The north corridor commercial development overseen by County and EDA helped community bounce back from 1989 closure of the largest private-sector employer, Avtex.

“Over this period I have had the fortune and honor to be part of significant improvements to this community in replacing the lost jobs and tax base of the former Avtex facility with over $500 million in industrial development and the creation of over 2,000 jobs in the Route 340/522 corridor. This does not include the $1 billion invested by Dominion in the new power plant. The County has been able to attract significant retail development to the corridor which provides our residents with shopping and dining opportunities while generating revenue to reduce the County’s reliance on real estate taxes.”

And he noted the variety of capital improvement projects taken on, of particular note with the county’s public school system.

“We have also made tremendous strides in addressing the capital facility needs of our community thanks to the vision and support of the various members of the Board of Supervisors through the construction of numerous school, community, parks and recreation, and public safety facilities.

“I am proud that we have been able to make all of these improvements and additions to our community while still maintaining one of the lowest real estate tax rates in the region.”

EDA Board Chair Ed Daley will replace Doug Stanley on interim basis at month’s end

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EDA Board Chair Ed Daley will replace Doug Stanley on interim basis at month’s end

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Following a 2-1/2 hour closed session convened three minutes after opening Wednesday morning’s Special Meeting, the Warren County Board of Supervisors unanimously approved a “Separation Agreement” with County Administrator Doug Stanley and the appointment of current Economic Development Authority Board of Directors Chairman Ed Daley as interim county administrator effective August 3rd.

Daley, now retired, has 35 years’ experience in the municipal/city management field, including in Winchester; Dodge City, Kansas; Fairmont, West Virginia; Hopewell and Emporia, Virginia. He will be paid at a $70 per hour rate. Daley confirmed that he will resign his EDA board position at the end of the month with the hope of returning to it upon the end of his tenure as interim county administrator.

Following adjournment of the special meeting North River Supervisor Delores Oates, who made the motion on the Separation Agreement, explained that Stanley’s final day on the job he has held since April 1, 2000, will be July 31, 2020.

Doug Stanley, right, greets Ed Daley and leads him to the closed session discussion of the shakeup in county administration. Royal Examiner Photos/Roger Bianchini – Royal Examiner Video/Mark Williams

Board Chairman Walt Mabe said that a press release on the departure of the only county administrator Warren County has had this century would be forthcoming, along with a copy of the “Separation Agreement” about an hour-and-a-half following the 1:36 p.m. adjournment of the July 8 special meeting. The board was in open session for a total of six minutes, three on each side of the 150-minute closed session.

In the County press release Mabe states, “We appreciate Mr. Stanley’s service to the Warren County community over the past 25 years. He has many wonderful accomplishments that have helped make Warren County a great place to live, work, and visit. We wish him the best as he continues with the next step in his career.”

Over the past year and a half Stanley has been a target of criticism on social media and by a few citizens at county board meetings as a symbol of the “business as usual” governmental scenario some hold as a causal factor in the EDA financial scandal. Whether such criticism is factually based or largely opinion rooted in the length of Stanley’s tenure with the county government or interpersonal issues remains to be seen.

As the 11 a.m. meeting time approached at the Warren County Government Center, 14 county staffers from seven county departments with no business on the one-topic meeting agenda filled a number of seats in the back rows of the public seating area. One, past and Interim Social Services Director (as of July 9) Beth Reavis held an “I Support Doug Stanley” sign.

Retired and soon-to-be Interim County Social Services Director Beth Reavis holds sign indicating staff support of the departing county administrator.

Perhaps that county staff presence led Board Chairman Mabe to open the meeting with a notice that any “outbursts or cheers or tears” would not be tolerated and that he would have the room cleared by the two Sheriff’s Office deputies present if such behavior occurred. As the motion was made to approve Stanley’s “separation” from County employment over 2-1/2 hours later those staffers all remained, observing silently.

Resigned or shown the door?

The press release from County Human Resources Director Jodi Saffelle issued at 2:53 p.m. is titled “Doug Stanley Has Resigned as County Administrator”

The press release begins stating, “Warren County Board of Supervisors Chairman Walt Mabe announced today that Douglas P. Stanley has tendered his resignation effective July 31, 2020. Mr. Stanley has been employed with the County since December 19, 1994, and has served as the County Administrator since April 1, 2000.”

However, in the Separation Agreement added to the release, it is noted in Points 1 and 2 that:

1 – Mr. Stanley, at the request of the Warren County Board of Supervisors, agrees to resign as County Administrator effective July 31, 2020.

2 – The County Agrees that Mr. Stanley’s resignation shall be considered an involuntary separation as that term is defined in Section 51.1-155.2 of the Code of Virginia.

That Virginia Code Section states that, “Such member may retire without the reduction in retirement allowance required by subdivisions A 2 and A 3 of § 51.1-155.2 upon attaining age 50”.

During the lengthy closed session, Stanley informed the media that his 51st birthday was the previous day, July 7, 2020. – Well happy birthday a day late, Doug, looks like you won’t lose any accumulated retirement from this “involuntary separation” resignation.

Stanley began his employment with the County as Zoning Administrator in December 1994. He became both planning director and county administrator on April 1, 1996, and 2000, respectively; serving in the dual role of county administrator/planning director until June 30, 2008, when Taryn Logan was named planning director.

Above, Stanley kills time as the 2-1/2 hour closed session discussion of his ‘Separation Agreement’ from his quarter-century place of employment progresses. Below, flanked by Planning Director Taryn Logan, Stanley chats with county staff present at Wednesday’s meeting.

Logan was one of the 14 employees, including several other department heads, present to hear Wednesday’s announcement without the need of a law enforcement escort out of the building. Other department heads spotted, masked and unmasked, were Fire Chief Richard Mabie, Parks & Recreation Director Dan Lenz, Building Code Official David Beahm, and Reavis on an interim basis at DSS, along with other staff including Deputy Emergency Management Director Rick Farrall, Joe Petty, Mike Berry, semi-retired Finance Director Carolyn Stimmel, among others, including Administrative Assistant Shelley Hayes filling in as deputy board clerk.

See events unfold in this Royal Examiner video:

Doug Stanley reflects on 25-years in Warren County government

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Supervisors majority poised to fire County Administrator Doug Stanley

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County Administrator Doug Stanley / Royal Examiner file photo

According to a Warren County Board of Supervisors Special Meeting Agenda circulated at 9:18 a.m. Wednesday morning, less than two hours before the meeting’s 11 a.m. starting time, County Administrator Doug Stanley will be terminated following a closed session this morning.

Following immediate adjournment to closed session, the first action item is “Employment of the County Administrator – Action Requested”.

That is followed by “Employment of Interim County Administrator and Interim Clerk”.

The county administrator also serves as board clerk. Emily Ciarrocchi is deputy clerk.

Following his mid, late-1990’s hiring as county planning director, Stanley was appointed county administrator, initially serving in both positions before the hiring of Taryn Logan to fill the planning director’s role. Stanley has served as county administrator for 20 years.

Stay tuned for a report on this morning’s board action as it unfolds in front of the Royal Examiner camera.

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Future look of Front Royal’s Historic Downtown prime work session topic

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In the wake of work session discussion Monday evening, July 6, the Front Royal Town Council reached a five-member consensus, Meza absent, to commit necessary funds from the Community Development Block Grant (CDBG) Program to proceed with construction of a Pavilion building in the Village Commons area anchored by the Town Gazebo and Visitors Center.

At issue is exactly where the money to fill what the staff summary update on the status of the CDBG Downtown revitalization project cited as a $150,000 funding gap will come from. It was noted that the existing CDBG budget has $130,000 committed to the pavilion/indoor restroom project.

The Council discusses the CDBG budget at the July 6th work session. Councilman Jake Meza was absent. Photos and video by Mark Williams, Royal Examiner.

The balance is likely to come from a combination of a minimally discussed “Streetscape” portion of the CDBG project, with additional funding coming out of unused portions of the Façade Grant program. Exactly how much surplus will be left out of the Façade Grant’s $325,000 remains a somewhat unknown variable.

While it was noted that only $13,395 has thus far been spent of that $325,000 façade grant total, staff and project consultants indicated that number is likely to start rising quickly as the 14 active downtown business participants begin submitting bid proposals for their façade improvements. One remotely connected consultant noted that some of those participating businesses have dual façades up for improvement. That variable is likely to bring the number of façade improvement applications close to the 21 or 22 businesses originally participating when funds were being allocated on the federal, state-enabled local economic revitalization grant funding.

Interim Town Manager Matt Tederick told the council that he thought the move to materials only bidding process from the original materials and labor, had saved that aspect of the project. Original bids including labor had come in unexpectedly high, threatening to tank that portion of the project.

Vice-Mayor Bill Sealock reminded his colleagues that a downtown pavilion catering to both tourists and local downtown visitors had been on the Town’s radar for 20 years – “I think we should make that our focus,” Sealock told his colleagues.

Mayor Gene Tewalt agreed, adding that the necessary funds should be located from somewhere within the project or Town assets “to show we’re doing what we’re supposed to be doing.”

Also discussed was a downtown “Mural” aspect of the CDBG revitalization tied to the “Façade” Program. Individual murals were estimated at individual costs of $25,000 to $40,000. Artistic themes, general standards, and qualifications of applicants were discussed.

Christopher Brock, Town Zoning Officer explains the process for applying for a mural/sign permit.

Vice-Mayor Sealock recalled the downtown mural work of the late artist Patricia Windrow as a very positive, if now largely abandoned and painted over, part of downtown’s visual history.

While the future look of downtown and the Historic Downtown Center was a prime topic of Monday’s work session, there was no mention of the future of the Visitors Center operations and staff under the announced Tourism Marketing management of the recently contracted Norfolk LLC “Strategic Solutions by Tricia”. Currently, the Visitors Center continues to be open into FY-2021 with existing staff and management, though for how long no one involved directly seems to know. An online search of “Strategic Solutions by Tricia” indicated a past focus of the newly hired consultant in non-profits fundraising activities – but that is a topic for another day.

Watch the discussion of progress toward the revitalization of Front Royal’s Historic Downtown Business District, as well as other topics including debt service variables on the cost of the I&I (Infiltration & Inflow) Abatement infrastructure improvement to the Town’s stormwater and sewer system mandated by the state; upgrades and replacement of Front Royal Police Department equipment such as body-worn and in-car cameras, the 911 radio system and radio consoles; the coming Town-County Liaison Committee agenda; FRIBA’s (Front Royal Independent Business Alliance) request for the placement of the “LOVE” letters downtown; and an expiring planning commission term in this exclusive Royal Examiner video:

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Tederick contract extended through council’s town manager search

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At its special meeting of June 30th the Front Royal Town Council approved a new contract extending the service of Matt Tederick beyond his previous contract’s end of the fiscal year termination date. The new contract commencing July 1 is on a month to month basis and differs from Tederick’s previous contract in that it is with him as a person, rather than a business entity.

That adjustment led Councilman Jacob Meza to comment prior to the unanimous vote of approval. Meza observed that the previous contract’s structure which did not deduct taxes or include benefits “saved” the Town what he estimated at $50,000. The new contract is at the same monthly rate of $12,500 as Tederick’s previous contract, but notes that the $12,500 “shall be paid net of any applicable withholding or deductions required by Applicable laws and Authorities.”

Without deductions Tederick’s contract equated to $150,000 take-home pay annually. Despite the lost “savings” Meza said he would support the new contractual arrangement.

The new contract observes that Tederick’s tenure will continue “until such time as a new Town Manager is appointed” and the “new Town Manager assumes his/her duties … following a suitable and appropriate transition period for the new Town Manager to familiarize himself/herself with the position …”

Matt Tederick presides as interim mayor during October 2019 meeting. Royal Examiner File Photo

As previously reported, council adjourned to closed session Tuesday evening for a “personnel” matter believed to be the first of two interviews of town manager candidates scheduled this week.

Tederick’s initial interim town manager appointment was approved by a 5-1 vote, Tewalt dissenting, in October 2019, effective November 9, the day after Joe Waltz’s resignation took effect. The October majority council vote to transition Tederick from interim mayor to interim town manager coincided with its vote, also 5-1 Tewalt dissenting, to hire the Damiani & Damiani law firm that shares an Alexandria business address with Tederick, to handle the Town’s civil litigation against the Town-County Economic Development Authority (EDA).

Perhaps ironically, Tuesday’s extension of Tederick’s contract coincided with council’s unanimous approval of a “Reservation of Rights Agreement” concerning its EDA litigation and claim of no liability to compensate the existing EDA for its financing of the Town’s new $9-million police headquarters.

Legal questions surround Town offer of one-time, recoverable FRPD payment

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EDA in Focus

Legal questions surround Town offer of one-time, recoverable FRPD payment

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Without accepting any responsibility for the nearly $9-million cost of its new police headquarters building, at a hastily called Tuesday evening Special Meeting to accommodate the turn of the fiscal year today, Wednesday, July 1st, the Front Royal Town Council unanimously approved a “Reservation of Rights Agreement” allowing the Town to pay a portion of the first debt service payment of Fiscal Year 2021 on that Town/EDA capital improvement project. The project was completed in October 2018 and the Town has yet to compensate the EDA for any of its costs in financing the project as will be elaborated on below.

Also approved during the eight-minute meeting prior to an adjournment to closed session for personnel matters believed to be the first of two town managers interviews scheduled this week, was an extension past June 30, and alteration to the contract payment terms of Interim Town Manager Matt Tederick. That will be covered in a separate Royal Examiner story.

Councilman Jake Meza says the Town saved about $50,000 by hiring Matt Tederick as a contractor, but as of July 1 that arrangement no longer exists. Royal Examiner photos and video by Mark Williams.

As to the Reservation of Rights Agreement with Warren County, the authorized one-time payment of $10,528.95 covers half of the Front Royal-Warren County Economic Development Authority’s interest-only payment of approximately $21,102 due at the July 1st start of FY-2021.

Contacted Wednesday morning, EDA Executive Director Doug Parson explained the EDA’s loan to facilitate construction of the Town Police headquarters have thus far been interest-only payments based on a 30-day month. That will change on November 1, when the United Bank loan moves to principal and interest payments. Parsons estimated that would take the monthly payments to about $50,000 from the $21,000 interest-only range.

The United Bank’s interest rate on the loan is 3%. However, the town council has taken the legal stance that it should only have to pay a 30-year, 1.5% interest rate it asserts was verbally promised to it by former EDA Executive Director Jennifer McDonald. As previously reported by Royal Examiner, that 1.5% rate was tied to the construction project qualifying for a 30-year New Market Tax Credit Program (NMTC) loan with a nine-year waiver of interest payments. However, the NMTC program loans are for municipal capital improvement projects that create new jobs, which the FRPD project did not.

Councilwoman Lori Athey Cockrell took the opportunity of council’s passage of the agreement facilitating a one-time, half monthly payment on the FRPD debt service as an indicator that the council and its staff are working proactively with the Warren County government to resolve outstanding legal and financial issues surrounding the EDA.

Prominent among those Town-County/EDA issues is what EDA officials have called “an undisputed” $8.4 million Town “moral obligation” debt on principal to the EDA on the police headquarters construction project. With interest, the balance on that debt is $8.8 million, EDA Director Parsons told Royal Examiner Wednesday.

EDA Board of Directors Chairman Ed Daley was present to watch Tuesday’s council action unfold. Asked for a reaction prior to having a chance to read the Reservation of Rights Agreement, Daley said, “Anything that moves it forward is positive.”

However, after a closer read, exactly how far forward Tuesday’s council action takes the Town-County-EDA discussion, remains a question.

$440,000 invoice – $10,500 (recoverable) payment

The opening paragraph of the Reservation of Rights Agreement notes that the Town had received a June 2 invoice “ostensibly setting out all costs incurred by the EDA in constructing and financing the construction of the Town of Front Royal Police Department (‘Costs’), including the costs and expenses associated with the loan from United Bank obtained to finance construction (‘Loan’)” and continues to note those costs and loan “are currently the subject of dispute” in the Town’s civil action against the EDA.

It is a civil action in which the Town’s contracted Damiani & Damiani law firm appears to have mirrored much of the language in the EDA’s initial civil litigation against Jennifer McDonald and 14 civil co-defendants and which seeks essentially all ($20 million-plus) of the $21.3 million the EDA alleges was misdirected by its former executive director and her first group of co-defendants. In April the EDA filed a second civil action, adding nine defendants and “not less than” $4.45 million in recoverable assets to its litigation.

But as to that June 2 invoice from the EDA, an invoice implying a request for payment on a debt, according to numbers in that invoice what the EDA presented to the Town was a bill for slightly over $441,300 spent thus far on the $8.8 million FRPD headquarters construction loan balance.

What the County and EDA got in response was the above-cited agreement facilitating a recoverable $10,529 payment that on a closer examination appears to try and legally tie the County and EDA’s hands in future court proceedings.

Legal ties that bind?

That agreement references ongoing “discussions” between the Town and County “which may result in amending the Town’s claims in the Litigation (against the EDA)”.

Contacted Wednesday, County Administrator Doug Stanley said county staff had not been involved in those discussions. Attempts to reach Board of Supervisors Chairman Walt Mabe, Vice-Chair Cheryl Cullers, and County Attorney Jason Ham for information on the referenced discussions and council proposal were unsuccessful prior to publication.

Reservation of Rights Agreement, Condition 1 states – “The Town denies that it owes any moral or legal obligation to repay the Loan”

So, referencing the “Reservation of Rights Agreement” passed 6-0 by council Monday, it states:

“WHEREAS, to facilitate the discussions, the County has asked the Town to make the disputed July 1, 2020, payment on the Loan and the Town has agreed, subject to the terms and conditions stated herein.” – As noted above, what was agreed to was a payment of $10,528.95, or half of the interest-only payment due for July, under the following conditions:

Condition 1 – “The Town denies that it owes any moral or legal obligation to repay the Loan” followed by Condition 2, noting that its payment is calculated on the unrealized New Market Tax Credit interest rate of 1.5%, rather than the actual 3% bank loan interest rate.

Condition 3 – “The County and the EDA acknowledge that this payment shall not be construed as, considered to be, or argued to be, in any forum, admission for any purpose, including but not limited to of liability of the Town for the Loan or the Costs.

Condition 4 – “The County and the EDA acknowledge that the Town’s payment is for a disputed debt, under a reservation of rights, and the Town reserves the right to continue to deny liability for the Loan or Costs and to recoup this payment should the discussions prove ultimately unsuccessful.

And drum roll, please, Condition 5 – “All parties agree that payment hereunder shall be inadmissible for any purpose except by the Town to recover this payment as damages in the Litigation.”

So, while Councilwoman Cockrell called the agreement a sign of good faith negotiations in the public interest by the Town, adding that news reports the Town is acting other than in good faith concerning the EDA as creating “a false narrative”, is she right?

Perhaps the EDA’s and County’s attorneys would be the best judge of that – hopefully prior to the signing of the “Reservation of Rights Agreement” by County and EDA officials. For at issue appears to be whose rights are being reserved, and in exactly what legal context regarding the Town’s civil litigation against the EDA and any related litigation over the Town’s responsibility to pay for its $9-million police station.

Because according to the document approved unanimously Tuesday night by the Front Royal Town Council, the Town has no “moral or legal” obligation to pay the EDA-undertaken $8.8-million loan that financed the construction of the Front Royal Police headquarters.

Is that something EDA and Warren County officials really want to sign off on in exchange for a one-time, recoverable, half monthly debt service payment?

Let’s see, a total of $20 million or more at stake versus a “recoverable” $10,500 payment – what do you think?

Ed Daley – File Photo.

We asked EDA Board Chairman Daley his opinion on Wednesday after he had a chance to review the Reservation of Rights documents more closely.

“The first the EDA heard of this was last night, which seems odd in that we are asked to sign off on it. But we’ll need to consult with our attorney first,” Daley reasoned.

Of the contention on a lack of Town liability to pay for its police station included in the document, Daley observed, “The EDA was happy to facilitate a project like that. But it was their (the Town’s) contract, their design, we just helped finance it. I think they need to get their financing together and pay for their police station.”

After we read the conditions in the agreement to her over the phone, EDA Attorney Sharon Pandak lauded the opportunity for further communications on Town-EDA/County issues but was skeptical as to a recommendation on the EDA signing off on the Reservation of Rights Agreement as worded.

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