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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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Warren County Board of Zoning Appeals Meeting – December 5, 2019

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Warren County Board of Zoning Appeals. Photo and video by Mark Williams, Royal Examiner.

At the December 5th Warren County Board of Zoning Appeals Meeting, a public hearing was held on a request from Franklin and Sherry Barb, for a variance to Warren County Code 180-23(I)(1) to allow a forty (40) foot front yard setback for an accessory structure in lieu of the required fifty (50) foot setback. A ten (10) foot variance was sought. Variance was approved.

Watch the meeting here on this exclusive Royal Examiner video:

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Local resident warns School Board; extra special ed teacher approved

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FRONT ROYAL — Local resident James Harper asked Warren County School Board members during their December 4 meeting to reconsider policy that prohibits them from responding to citizens who make public comments at regular meetings.

Warren County resident James Harper. Photos and video by Mark Williams, Royal Examiner.

“Miss Bower,” said Harper, referring to School Board Chairwoman Catherine Bower, “it is my hope that you’ll change your opening statement and have a dialogue or discussion with folks who take the time to appear instead of saying, ‘Members will not comment.’”

Prior to each community participation portion of every School Board meeting, the chair reads a statement that says: “Community Participation is a time intended for the public to give input on relevant school issues and not intended to be a question and answer period as this may be the first time the Board has heard this information. Please do not expect individual responses or any comment by the Board at this time but be assured that any concerns will be reviewed. Please print your name on the sheet at the podium, state your name and address, and limit your comments to three minutes.”

Following that longstanding criteria, the School Board members did not respond to Harper’s request.

Nevertheless, the Rockland Road resident continued with a few more comments.

For example, Harper said he plans to ask the Warren County Board of Supervisors to take control of spending for Warren County Public Schools (WCPS) or to, at the least, sign off on it.

“In my opinion, your spending needs oversight,” Harper told School Board members. “I’m still flabbergasted that this board paid someone a $12,000 cost-of-living raise and paid this person for another six months when he resigns.”

Harper was referring to outgoing WCPS Superintendent Greg Drescher, who resigned in September citing his wife’s illness as part of the reason for deciding to leave early.

In October, the School Board placed Drescher, who pulls down a six-figure salary at WCPS, on paid administrative leave following a now-rescinded indictment related to the Front Royal-Warren County Economic Development Authority (EDA) financial scandal. Drescher had served on the EDA Board of Directors for 12 years — five while also serving as superintendent of schools — and resigned in August 2018 as the EDA board’s chairman.

Since the School Board’s October decision, the paid-administrative-leave designation has allowed Drescher to collect his regular paychecks until year’s end despite not having to conduct WCPS superintendent duties.

“I challenge you to find one other person in Warren County who got that deal,” Harper said.

Also in October, the School Board approved additional funds totaling $3,250 a month in extra stipends to cover the superintendent position Drescher vacated. The stipends will be paid to three WCPS employees until a new superintendent is hired next year.

Harper, who is not a stranger to School Board members and regularly comments during community participation segments of their meetings, also questioned Drescher’s compensation, which is set by the School Board.

It’s a question that Harper also asked earlier this year of Bower when he wondered why Drescher’s salary wasn’t comparable with those of other superintendents in the area. Bower had responded that the School Board didn’t collect such data.

“I was shocked and wondered how you decide how much to pay someone,” Harper recalled on Wednesday.

“Just so you know,” he added, “Warren County paid Greg Drescher $45,000 more than the superintendent of Shenandoah County schools,” which Harper said has more schools, a larger student population, and where the superintendent has a PhD.

The School Board must have thought it was a good idea to give Drescher a $12,000 cost-of-living raise coupled with approval for paid administrative leave “at taxpayers’ expense” after he resigned, said Harper, noting that the board “must think this County has unlimited money to spend.”

Harper also suggested that if the School Board instead had used both the $12,000 and the $45,000, it could have given $1,000 raises to some 40 WCPS teachers. “That’s just a thought off the top of my head,” he said.

Another community participant who spoke at the School Board’s December 4 meeting was Phillip Hong, the sexual assault prevention specialist for the Winchester, Va.-based Laurel Center, who presented an opportunity to work cooperatively with WCPS on prevention programming to reduce violence and empower youth resilience.

Phillip Hong, sexual assault prevention specialist for the Winchester, Va.-based Laurel Center.

Hong cited a report showing an uptick in Warren County sexual assault reporting during this year. “Any number, regardless of what it is, is something we hope to reduce,” he said.

The Laurel Center provides numerous free workshops and classes, including Teenage Prevention Programming that is school- and group-based, said Hong.

Likewise, the center’s Sexual Violence Prevention Program is free and confidential for residents in Warren County, Frederick County, Winchester City, and Clarke County, and includes multiple school-based prevention programs designed for middle and high school students.

In other presentations — including resolutions recognizing the service of retiring School Board members Donna McEathron and C. Douglas Rosen, as well as Drescher — the board also heard from Warren County Administrator Doug Stanley, who as president of the Warren County Educational Endowment announced the group’s award of 10 grants totaling $44,411.74 to several local projects throughout the WCPS system.

Additionally, the School Board voted on several items during its action agenda portion of the meeting.

For instance, board members unanimously approved an additional Early Childhood Special Education (ECSE) teacher for the current school year at an estimated cost of $65,423 in salary and benefits.

“As our preschool programs … increase in numbers, the need for an additional ECSE is evident,” WCPS Director of Special Services Michael Hirsch told School Board members. “This additional resource will also allow our Family Engagement coordinator to lighten her caseload and expand family engagement activities.”

According to a report that Hirsch also submitted to the board, the additional teacher will be utilized as a resource teacher to students with disabilities in both classroom and community settings throughout the ECSE programs during morning hours and will provide classroom-based services to newly eligible students in the afternoon in the preschool classroom at Skyline High School.

The high school’s classroom does not currently have students there in the afternoon, so utilizing that space will alleviate the addition of a new physical classroom, according to Hirsch’s report.

Warren County School Board members present and voting at the December 4 meeting included Chairwoman Catherine Bower; Vice Chairman C. Douglas Rosen; and members Donna McEathron, James Wells, and Arnold Williams Jr.

Watch the entire Warren County School Board meeting in the exclusive Royal Examiner video:

Retiring superintendent, school board members receive formal send-off

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Tederick addresses Financial Disclosure submission and tie to law firm hired in Town’s EDA lawsuit

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In a December 2nd telephone interview Interim Front Royal Town Manager Matt Tederick dismissed questions about seeming gaps in his State-required “Virginia Conflict of Interest and Ethics Advisory Council STATE AND LOCAL STATEMENT OF ECONOMIC INTERESTS” form submitted to the Town for his Interim Mayor’s appointment as the work of political enemies.

“I’m a political figure and politics is what it is … and political enemies will get their pound of flesh. I’m used to it,” Tederick said of increased public scrutiny of his business interests during his tenure as, first Interim Mayor and now Interim Town Manager. Much of that scrutiny has come in two Letters to the Editor of Royal Examiner by Simon Mays.

The former Warren County supervisor and long-time county Republican Committee chairman said his perception of those letters published under the titles “Words Do Matter” and “Matthew Tederick’s Peyton Places”, the latter a reference to the 100 Peyton Street Front Royal address of some businesses with apparent Tederick ties, as an attempt to drag him or those businesses entities “into the EDA thing”. Tederick explained some of those business ties as simply being the landlord and picking up mail for absent tenants, leading to some “Registered Agent” designations.

Matt Tederick on the job as Interim Mayor at June work session. Royal Examiner File Photo/Roger Bianchini

We told Tederick we didn’t read Mays’ letters as an attempt to tie anyone, including him, to the EDA financial scandal, but rather as a call for an over-abundance of care in both public statements and due diligence regarding such financial disclosure filings by any municipal official at this point in time while public mistrust of municipal leadership is at such a peak due to the EDA financial scandal.

Of the appearance of David Damiani of the Damiani & Damiani law firm as the Registered Agent of not only the Alexandria law firm bearing his family name, but for 1839 Capital LLC which lists Tederick as “President”, Tederick said that if not in his financial disclosure and conflict of interest statement where 1839 Capital is not listed, the connection – in addition to Damiani’s Registered Agent designation the two companies share the same 604 Cameron Street address in Alexandria – was extensively discussed with the Town Attorney and Council as the law firm was considered to help represent the Town in its civil suit against the EDA.

On November 25, Damiani & Damiani PC was approved by Council for up to $200,000 in legal fees related to the Town’s civil suit against the EDA. In fact, Tederick said that while still serving as Interim Mayor in October, he recalled handing the mayor’s gavel over to Vice Mayor Bill Sealock when the hiring of Damiani & Damiani was discussed.

As for 1839 Capital’s exclusion from his financial disclosure form, Tederick explained that as a new start-up company – its website indicates an “active” SEC filing process stretching from May 17 to August 9 while Tederick was emerging as a candidate for, and then serving as Interim Front Royal Mayor – the company has yet to generate any income. That lack of income precluded the company needing to be added to Tederick’s State financial disclosure and conflict of interest form, he said in the December 2 phone interview.

In fact, Tederick said he contacted the State’s Ethics and Advisory Council to help in his preparation of the financial disclosure and conflict of interest form. He cited Ethics Committee staffer Stuart Petoe as the person who helped “walk me through” that preparation – “I’ve disclosed everything I get income from,” Tederick said.

And Tederick added that he had conversations with Town Attorney Doug Napier regarding the potential hiring of Damiani & Damiani to assist in the Town civil action against the EDA. In fact, Tederick said he had asked David Damiani, whom he had recently met, if he could recommend a law firm that was experienced in handling civil municipal litigation as the Town was looking for such a company regarding its EDA civil suit.

“You don’t know what we do,” was Damiani’s reply Tederick said. Damiani then informed Tederick of the company’s background in “class action lawsuits for and against municipal entities”.

Tederick next to Town Attorney Napier in his current Interim Town Manager’s seat – Royal Examiner File Photo/Mark Williams

Tederick took that information to Town Attorney Napier, who participated in the vetting process and agreed that Damiani & Damiani “was absolutely the right law firm” to assist in the Town’s civil case against the EDA seeking recovery of an as-yet-to-be-determined amount of Town financial assets.

Tederick said he was able to negotiate a favorable rate with Damiani & Damiani related to travel expenses because one of its members had moved out this way.

As reported in our story “Town skirts EDA request for FRPD construction back payments”, up to $200,000 in legal expenses was authorized for payment to Damiani & Damiani in one of three November 25th motions related to the Town litigation against the EDA. In addition to the $200,000 in legal expenses, council authorized $45,000 to Mitchell & Company PC for “auditing services to support litigation in the Town’s civil lawsuit against …the EDA”.

In a third motion council authorized a budget amendment transferring $282,000 in scheduled debt service payments to the EDA to cover legal and auditing expenses in its EDA civil action. Contacted later in the week, Town Finance Director B. J. Wilson confirmed that those transfers do relate to the Town debt service overpayments he discovered in the spring of 2018. It was that discovery and a subsequent August 23 confrontation between Town staff and auditors and then EDA Executive Director Jennifer McDonald and then EDA Board Chairman Greg Drescher that began the dominoes of the EDA financial scandal tumbling into motion.

All motions were approved by 5-0 votes with now Mayor Tewalt’s council seat vacant.

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Front Royal poised to lobby for State Code change to allow 2nd EDA

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Could the Rt. 522/340 N. Corridor become ground zero for another economic development battle between Front Royal and Warren County?

Despite unresolved legal complications the Front Royal Town Council plans to move forward with approval of a Resolution seeking State General Assembly authority to create its own Economic Development Authority (EDA) despite the continued existence of the EDA it co-created with Warren County in the mid-1960’s.

“I’m all for it,” Gary Gillespie exuded after a five-minute work session briefing by Town Attorney Doug Napier Monday night, December 2.

“I agree with you,” Gillespie’s council colleague Letasha Thompson added, with no opposition opinion being expressed.

Mayor Gene Tewalt then instructed staff to include a vote on the Resolution at the next scheduled meeting agenda, Monday, December 9. That is council’s only meeting of December’s holiday season.

However, what appears to be council’s preferred path of distance from the existing EDA and creation of its own alternate Economic Development Authority may not be such an easy task, with or without the legislative sponsorship Interim Town Manager Matt Tederick says he has been promised, without citing a name.

Existing State Code 15.2-4905 forbids the creation of a second EDA or IDA (Industrial Development Authority) in a locality without the concurrence of “the governing body of such locality” to the “inducement resolution” of the second EDA or IDA. The fact that the Town and County co-created the existing EDA could present a legal hurdle to the Town’s planned move away from the now largely retooled EDA Board and totally revamped Executive staff.

The work session agenda summary prepared by the Town Attorney notes that, “The Town no longer appoints any of the members of the Board of Directors of the existing EDA (an apparent voluntary abdication of appointment authority), nor does it fund the existing EDA” (an operational funding consequence of County compensation to the Town for its 1998 agreement to extend Town central water-sewer into the County North Corridor without annexation).

The legal staff summary continues, “However, under current State Code, even if the Town rescinds its EDA creation ordinance, because the existing EDA was jointly created by the Town with the County, the Town will be unable to create a separate Town EDA which can finance facilities outside the Town, unless the County concurs with this financing by a Board of Supervisors’ resolution.”

But that isn’t all, as Town Attorney Napier points out in his agenda summary of the Town’s options.

“In fact, as the next paragraph will show, there may well be an argument that as long as there are outstanding EDA bonds whether the Town can even rescind its ordinance co-creating the existing EDA at all, in which case the Town would not even be able to create a separate Town EDA which could fund Town EDA facilities in Town,” Napier wrote.

 The Town Council appears settled on a course of action fencing itself off from the existing EDA as a new EDA staff and largely new board tries to right the ship of community-wide local economic development. Royal Examiner File Photo

The referenced legislative code paragraph cites the potential of an EDA Board of Directors stating its mission accomplished, with all debts paid, leading to its own initiative to dissolve itself. At that point, “the title to all funds and properties owned by the authority at the time of such dissolution shall vest in the locality creating the authority and possession of such funds and properties shall forthwith be delivered to such locality.” (bold in agenda text context)

Of this language Napier writes, “A strong argument can be made that until all the debts and bonds of the existing EDA are paid, the existing EDA must remain in existence. Additionally, even if the Town could rescind its ordinance which created its part of the existing EDA, would the Town wish to give up its rights to its legal one-half of the EDA property and other assets? … That potentially could be a lot for the Town to consider walking away from.”

Prior to the mayor’s polling of council on a preferred course of action, Jacob Meza asked Town Attorney Napier if proceeding with his suggested effort to alter State law to allow the Town of Front Royal alone to create a second, functioning EDA within the community wouldn’t produce the same complication in giving up the Town’s claim on half of the existing EDA’s assets.

When Napier responded that it would not, Meza began the expression of support for the town attorney’s recommended option on a path forward if council’s desire is to create its own EDA while its civil litigation against the existing co-created EDA proceeds. As Napier confirmed to us the following day, that recommended path is toward a legislative exception for the Town of Front Royal to create a second EDA independent of the County without withdrawing from its legal interest in the existing, co-created EDA.

Interim Town Manager Matt Tederick told council that it must move quickly to get its request for a State Code change on the floor during the next session of the General Assembly or face waiting another year for the opportunity. Tederick also said he had made contact with a member of the state legislature who would be willing to sponsor the Town legislative exemption request, though he did not publicly name that state representative. Warren County and the Town have three State House representatives, the 15th (Todd Gilbert), 29th (Chris Collins) and 18th (Mike Webert), as well as 26th District State Senator Mark Obenshain, in the Virginia General Assembly. The smart money is on one of those four.

However, it remains to be seen how such a legislative move toward a singular exception for the Town to create a second EDA while suing the existing one it co-created with the County over a half century ago will play in Richmond, or for that matter across town at the Warren County Government Center.

Napier’s independent, Town-created EDA situation agenda summary observes that there may be times that it would be advantageous for the Town to consider economic development financing of “facilities outside its boundaries”. Such times could relate to the expansion of “water or waste disposal facilities … the addition of facilities of higher education … the expansion of additional medical facilities” or if the Town “wanted to expand its tax base” Napier observed.

However, these are things the Town could only accomplish in a joint Town-County EDA or with a Resolution of Support from the County Supervisors related to actions of an independent Town-controlled EDA. And the latter is contingent on a General Assembly majority granting the Town its desired exemption to the existing State Code.

Is this writer the only one who sees irony in the Town’s coming initiative to seek a one-of-a-kind State legislative exemption to facilitate creation of an independent EDA? After all, wasn’t it a first-of-its-kind State exemption, though judicially approved in 1999, that allowed Warren County to receive the economic development benefit of Town of Front Royal water-sewer utilities in its North Corridor without the established process of annexation by the municipality controlling those utilities preceding that extension?

Perhaps in a clue of things to come, toward the work session’s end Councilman Chris Holloway suggested Town staff explore the pros and cons of revisiting Town annexation of the North Corridor “out to Rockland Road”. Mayor Tewalt observed that a Memorandum of Understanding between the Town and County that may be attached to the Town’s water policy, prohibits Town annexation in the North Corridor for as much as 20 years from its inception.

Wonder if the Town could get a one-of-a-kind exception, perhaps from the State Executive branch this time, to rescind that MOU while they’re at it?

Town skirts EDA request for FRPD construction back payments

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Following work session Town poised to move on several key initiatives

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It was a varied and potentially far-reaching Front Royal Town Council work session that followed Monday evening’s dedication of the Town Hall foyer placement of a Memorial Plaque to Dr. Joseph Warren, the Revolutionary War figure for whom Warren County is named. Period-costumed re-enactors Larry Johnson and Ned Farenholtz keynoted the dedication, citing the Massachusetts physician’s pivotal role in galvanizing support for American independence and his early death as a martyr to that cause.

Above, a council quorum and the mayor join Revolutionary-period clad Larry Johnson and Ned Farenholtz in dedication Dr. Joseph Warren plaque for Town Hall; below, with a little help from his friends Interim Town Manager Tederick, left, oversees Mayor Tewalt and Councilman Holloway’s plaque hanging efforts. Royal Examiner Photos/Roger Bianchini. Video by Mark Williams, Royal Examiner.

Following a closed session to interview candidates for the Board of Architectural Review and Mayor Tewalt’s now-vacated council seat, Town officials, minus Vice-Mayor Sealock reportedly cited out west in Oklahoma, launched into several key topics surrounding the Town’s future on several fronts.

Primary among those (not in chronological order) were:

A/ what will be necessary to facilitate an apparently growing majority consensus to create an independent Town Economic Development Authority (EDA) – hint, it won’t be easy and will require a change in State Codes and the cooperation of the County;

B/ facilitation of the long-brewing “Blighted Building” aspect of a Town Property Maintenance Code, as well as developing a report from the Subdivision Committee anticipated by the end of January;

C/ hiring of a professional facilitator at a cost of $2,000 dollars to try and reach a consensus among downtown business owners on how best to proceed on parking, street closings and other issues revolving around special events in the Gazebo/Downtown Commons area at the intersection of East Main and Chester Streets;

D/ funding at a cost of $45,000 dollars, a council-requested “detailed review” of Town water-sewer rates, connection and other service fees.

On that latter front there appeared to be a council consensus to re-enact Town staff handling of utility Tap and Connection hook ups. Discussion indicated that an administrative decision was made in 2008 “somehow, somewhere” as Town Attorney Doug Napier put it, to withdraw the Town from providing that service.

See these discussions, as well as other “Open Discussion” and related topics touching on items ranging from providing volunteers to help financially-strapped people perform major property cleanups to improve the overall appearance of the town; exploring the Town-County Memorandum of Understanding regarding possible Town annexation of the North Commercial Corridor; and writing off the uncollected bad debt owed the Town for over five years.

As Interim Town Manager Matt Tederick pointed out, that $11,141.46 number representing 34 unpaid utility accounts being written off the books represents .3% (point-3 percent) of the Town’s public accounts – and a 99.7% collection rate isn’t bad, as Tederick told council. In fact, later discussion indicated an initiative, at least on the commercial side, to prevent Town utility clients from being hit with unreasonable deposits due to minor delinquent accounts.

Tederick cited the example of one customer with a $42 delinquent commercial rental bill that resulted in a $500 deposit being tacked on to that $42 back bill payment – okay guys, let’s add residential utility customers who may have had a day or two late utility payment on their records into that equation and we might be on to something.

See all these discussions impacting the Town and its citizens’ futures in this exclusive Royal Examiner video:

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EDA in Focus

Town skirts EDA request for FRPD construction back payments

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The Front Royal Town Council passed a series of four motions Monday, November 25, authorizing expenditures totaling $1.02 million dollars related to its civil litigation against the Economic Development Authority, as well as payments to contractors regarding construction of the new Front Royal Police headquarters across Kendrick Lane from the EDA office complex.

Of that million dollars plus total, $527,800 approved in a series of three motions is for legal and auditing fees related to the Town’s civil suit against the EDA. The $492,284.34 approved in the last of the four motions is for vendor (contractor) payments recently come due on the FRPD construction project.

The motions were all approved by 5-0 votes, with Mayor-Elect Gene Tewalt not voting as Mayor Pro Tempore as he was declared at the meeting’s outset. As noted above, over half of the authorized payments are for attorney and auditing fees for services related to the Town’s attempt to recover “as much as $15 million” from the EDA. The $492,284 was approved to cover direct payments to contractors on the Front Royal Police Headquarters construction project.

The motions were all approved by 5-0 votes, with Mayor-Elect Gene Tewalt not voting as Mayor Pro Tempore as he was declared at the meeting’s outset. Photos and video by Mark Williams, Royal Examiner.

However with its litigation still pending as the EDA struggles to right its financial situation, the Town did not make good on an EDA request for back payments totaling over $8 million dollars for vendor/contractor payments it has made on the FRPD headquarters project on behalf of the Town.

In a letter from EDA Board of Directors Chairman Ed Daley to Town Finance Director B. J. Wilson dated November 15, 2019, included in the agenda packet on the final of the four EDA-related payment authorization requests, the EDA appears to attempt to force the Town’s hand on making up those back payments to the EDA.

After informing Wilson of the EDA’s receipt of FRPD project Requisition (invoice) “# 45” dated October 22, 2019, Daley wrote, “After speaking with our Board of Directors, I write to advise the Town that we will hold this pay requisition without paying until the Town of Front Royal pays the principal and interest due on this project.

“The principal, legal fees and draw fees paid by the EDA for the Town to date is $8,440,797.17,” Daley continues, adding, “The interest amount is $291,856.21 which covers interest on the previous 44 pay requisitions, up to October 31, 2019.” The recently-installed EDA Board Chairman closes by informing the Town, “Once we receive the past amount due on this project, we will process pay requisition # 45 accordingly.”

The Daley letter seeking reimbursement on the $8.44 million in police headquarter construction payments indicates an FRPD project payment and interest accrued history attached. But in the council motion on authorization of vendor payments there is no amount attached to Requisition # 45. However, in the “Revised Item # 15 motion made by Jacob Meza, seconded by Chris Holloway, an amount of $492,284.34 is cited to cover payments directly “to vendors Dustin Construction, Mosley Architects and JTS LLC for construction of the Police Department Project.”

The motion continues to cite the use of money “previously budgeted for the Police Department Project” and notes the Dustin Construction payment will be released “after signed waiver of lien is obtained.”

Contacted by phone on Tuesday, EDA Administrative Assistant Gretchen Henderson said that Dustin Construction ($243,843.48) and JTS LLC ($893.84) were included in payment Requisition # 45, but not the Mosley payment which may be from a separate invoice.

So it appears that the Front Royal Town Council has decided to respond to the EDA’s most recent request it make good on its $8.4-million FRPD project payment debt to the EDA by bypassing the EDA on that debt as the Town’s civil suit against the EDA moves forward; while simply making future invoice Requisition payments directly to the vendors.

The first EDA-related Council payment authorization of Monday’s meeting was $282,800 for “attorney fees and auditing services related to the Town’s civil suit against the Front Royal-Warren County Economic Development Authority (EDA)”.

The funds for that payment were requested to be transferred from scheduled FY 2019 and FY 2020 Town debt service payments to the EDA on a number of projects. Those projects and transferred amounts were cited as Success Farm ($10,370), Baugh Drive Extension ($6,535), Happy Creek ($6,845), Stephens Industrial Park ($11,725), Leach Run Parkway ($105,925), and “Appropriated Funds Forward ($141,400), totaling the $282,800 authorized for attorney and audit fees related to the Town lawsuit against the EDA.

The now $21.3-million EDA financial scandal revolving around former EDA Executive Director Jennifer McDonald began unraveling in late spring to early summer of 2018 when Town Finance Director Wilson discovered about eight years of Town debt service overpayments to the EDA. EDA officials told Royal Examiner they have not yet seen a number on those believed Town overpayments.

Might one take a guess based on that $282,800 transfer of future scheduled debt service payments to the EDA; or might one look at the fact that transfer comes within $9,056 of the disputed FRPD interest payments of $291,856.21?

Hey, guessing is always a gamble, isn’t it?

As those keeping a scorecard on the now multi-faceted EDA financial scandal and related civil and criminal litigation know, the Town Council authorized its legal department to file the aforementioned civil action against the EDA seeking recovery of “as much as $15 million dollars” of allegedly misdirected Town assets as a precaution against unknown variables, including possible statute of limitation issues. Included in the Town’s suit for recovered assets is exactly what interest rate the Town should be paying on the FRPD construction project.

The EDA is paying 3% interest on the FRPD construction project. However, the Town is holding out for a 1% rate that would coincide with what it contends was promised to it by the EDA, or at least by its then Executive Director McDonald, as part of the New Market Tax Credit Program for which the project did not qualify because it was not a job-creating economic development project.
In fact as Royal Examiner has previously reported, then Town Manager Joe Waltz and Finance Director Wilson, as well as People Inc. regional administrator of the NMTC Program Brian Phipps all advised Council against “gambling” on competing for the NMTC funding versus accepting a guaranteed, 30-year fixed 2.65% interest rate offered to the Town in late 2017 through a private sector bank.

Town Attorney Doug Napier and Interim Town Manager Matt Tederick.

Contacted Tuesday, Town Attorney Doug Napier said that after Phipps’ early January 2018 work session appearance before council, Town officials contacted McDonald, who assured them Phipps “didn’t know what he was talking about” and that the NMTC bond issue had been achieved to include the FRPD project.

Consequently a council majority decided to take that gamble on the best case scenario of nine years of interest-free payments significantly reducing the total interest due on a project bond issue.
The other two EDA-related payment authorizations unanimously approved by council Monday evening were “up to $45,000 to Mitchell & Company PC for auditing services to support litigation in the Town’s civil suit against … (the EDA)” and “payment not to exceed $200,000 to Damiani & Damiani for legal services related to the Town’s civil suit against the …(EDA).”

Contacted Tuesday for a reaction to the Town Council’s response to the EDA board’s request the Town make good on its FRPD payment debt, current EDA Executive Director Doug Parsons said,
“What the Town does is their business, what they chose to pay, what they chose not to pay it’s entirely up to them. We feel confident in the figures we provided on the invoice for the Front Royal Police Department. We would love to work out this difference of opinion with them; and we’re always ready to work with them on other projects while we work out our differences.”

Watch the entire Front Royal Town Council meeting of November 25th here:

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King Cartoons

‘Tis the Season

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Come to our extremely popular monthly program that gives developing readers the chance to read and relax with a trained therapy dog. For beginning readers and up. Choose a time slot at registration, which begins[...]
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Free Pet Adoption Event @ Subaru Dealership
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“The Nutcracker” student perform... @ Skyline High School
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Italia Performing Arts presents the seasonal classic ballet “The Nutcracker” in Front Royal, Virginia, on December 7, 2019. Italia Performing Arts is pleased to announce its student production of “The Nutcracker”, being brought to the[...]
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R-MA December Open House @ Randolph-Macon Academy
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Discover The Power of Rise at Randolph-Macon Academy! Join us for an open house on Sunday, December 8th, with tours beginning promptly at 2:00 pm. Families interested in applying for the second semester (January 27,[...]
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Christmas Concert @ Front Royal Presbyterian Church
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Christmas Concert @ Front Royal Presbyterian Church
The Valley Chorale of Front Royal (previously Front Royal Oratorio Society) presents its 2019 Christmas concert titled “HOME FOR CHRISTMAS” – a program of uplifting sacred and secular selections sure to brighten everyone’s yuletide season.[...]
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10:15 am Toddler and Preschool Story Time @ Samuels Public Library
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10:15 Toddler story time | 11:00 Preschool story time Wednesday, December 4 and Thursday, December 5: Gingerbread and Candy Canes will be the delicious theme of our stories, songs, and craft this week! Siblings welcome.[...]
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Celebrate George Washington @ Samuels Public Library
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December 14 is the 220th anniversary of George Washington’s death. Today we will learn more about this great leader of our country and celebrate his legacy. Refreshments will be served. For ages 7 to 18.[...]