Public notice of the award of this contract, or the announcement of the decision to award this contract, shall be given in the following manner: posting of a written notice on the City’s website at https://www.charlottesville.gov/purchasing.

By entering into a contract, a contractor conveys, sells, assigns, and transfers to the City of Charlottesville all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the City of Charlottesville under said contract.

A contract shall not be assignable by the contractor in whole or in part without the prior written consent of the City.

The City’s obligation under a contract awarded as a result of this procurement transaction shall be expressly contingent upon the availability and appropriation of public funds to support the City’s performance thereof.

Awards shall be based on the City's determination of the lowest responsive and responsible bidder. No contract may be awarded to a bidder who is determined by the Procurement Manager to be non-responsible. The City reserves the right to make multiple awards as a result of this solicitation.

Bids will be date and time stamped upon electronic submission and shall remain unviewed and unopened until after the bid due date and time have passed. No consideration will be given to bids submitted in hard copy format. Only electronic submission through OpenGov shall be accepted. BE SURE TO ALLOW ADEQUATE TIME TO SUBMIT YOUR BID. THE CITY WILL NOT ACCEPT LATE SUBMISSIONS BECAUSE OF TECHNICAL DIFFICULTIES OR FOR ANY OTHER REASON. It is the responsibility of the bidder to ensure timely and correct electronic submission through the City's OpenGov portal.

Each bid submitted must remain valid for a period of at least 90 days from bid opening. Erroneous bids may be reclaimed or amended at any time prior to the deadline for submission. Modification of or corrections to bids are not acceptable after bids have been opened. No bidder may withdraw their bid from consideration after bid opening due to a mistake, except as permitted by the Code of Virginia § 2.2-4330.

Tabulations of bids are a matter of public record and are available upon request.

Changes can be made to the contract in any of the following ways per the Virginia Public Procurement Act and the City’s Internal Contracts Management Policy:

1. The parties may agree in writing to modify the scope of the contract. An increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract. No fixed price contract may be increased by more than 10% or $25,000, whichever is greater, without the written approval of the City Manager or designee, and under no circumstances may the amount of this contract be increased, without adequate consideration, for any purpose.
2. The City may order changes within the general scope of the contract at any time by written notice to the contractor. Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation. The contractor shall comply with the notice upon receipt. The contractor shall be compensated for any additional costs incurred as the result of such order and shall give the City a credit for any savings. Said compensation shall be determined by one of the following methods:
   1. By mutual agreement between the parties in writing; or
   2. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the contractor accounts for the number of units of work performed, subject to the City’s right to audit the contractor’s records and/or to determine the correct number of units independently; or
   3. By ordering, in writing, the contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if permitted by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The contractor shall present the City with all vouchers and records of expenses incurred and savings realized. The City shall have the right to audit the records of the contractor as it deems necessary to verify costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the City within 30 days from the date of receipt of the written order from the City. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the "Contractual Claims" provision of this contract. 

The City will assume no responsibility for oral instructions or suggestions regarding this IFB. Any question regarding the solicitation documents and/or specifications shall be submitted directly through the Questions & Answers section of OpenGov, and any material change will be provided to all bidders/offerors through issuance of an addendum. Any questions related to this solicitation must be submitted to the City through the City's OpenGov portal no fewer than 5 work days prior to the IFB due date and time. Questions submitted beyond this timeframe may or may not be answered by the City, in the City's sole discretion.

The requirements of this IFB shall be deemed incorporated into any contract resulting from this procurement transaction, as if set forth therein verbatim.

Contractor must notify the City in writing of its intention to file a claim at the time of the occurrence of the incident or the beginning of the work upon which the claim is based. Claims must be submitted in writing within 60 days after final payment by the City. In some cases, the decision may be appealed through the City’s administrative appeals process. The process for filing contractual claims and appeals is described in the City's Contract Claims Resolution Policy, which is incorporated herein. Contractual disputes shall also be subject to the provisions of the Code of Virginia § 2.2-4363(D) and (E) (exhaustion of administrative remedies) and § 2.2-4364 (legal actions).

By participating in this procurement, bidders/offerors certify that they are not currently debarred by the federal government, the Commonwealth of Virginia, or any local government or public authority from submitting bids or proposals on contracts for the type of goods and/or services covered by this solicitation. Bidder/Offeror further certifies that they are not debarred from filling any order or accepting any resulting order, and they are not an agent of any person or entity that is currently so debarred. If a non-debarred bidder/offeror entity is used for the purpose of circumventing the debarment status of another bidder/offeror, the non-debarred bidder/offeror will be debarred for the same time period as the previously debarred bidder/offeror.

The contractor is in default upon any material failure to comply with the terms of the contract. In case of failure to deliver goods or services in accordance with the contract terms and conditions, the City, after written notice to the contractor, may procure them from other sources and hold the contractor responsible for any resulting additional purchase and administrative costs.

Applicable for all contracts over $10,000. During the performance of any contract resulting from this solicitation, the contractor agrees as follows: (i) to provide a drug-free workplace for the contractor’s employees; (ii) to post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and (iv) include the provisions of this paragraph in every subcontract or purchase order of over $10,000, so that such provisions will be binding upon each subcontractor or vendor. For the purposes of this paragraph, “drug-free workplace” means a site for the performance of work done in connection with the contract awarded to a contractor in accordance with this procurement transaction, where the contractor’s employees are prohibited from engaging in the unlawful manufacture, sale distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

In the case of an error in the extension of prices, the unit price shall govern.

The bidder/offeror certifies that their bid/proposal is made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other bidder/offeror, supplier, manufacturer or subcontractor in connection with their bid, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

This procurement transaction, and any resulting contract, shall be governed by the Code of the City of Charlottesville and the laws of the Commonwealth of Virginia. Any litigation arising out of this procurement transaction must be brought and prosecuted in the federal, state, or local court(s) having jurisdiction within the City of Charlottesville.

Bidders/Offerors are required to comply with the City of Charlottesville’s Idling Reduction Policy for Motor Vehicles and Equipment, policy number 100-12. This policy is available online at https://www.charlottesville.gov/DocumentCenter/View/521/Idling-Reduction-Policy-100-12-DOC.

The bidder/offeror shall not, during the performance of the Contract, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

If the City is closed for business at the time scheduled for bid opening, for whatever reason, bids with a bid opening day/time separate from the deadline for submission of bids will be opened on the next scheduled business day, at the originally scheduled time. Bids shall be submitted electronically through the City's OpenGov portal prior to the deadline for submission.

Contractor hereby assumes, and shall defend, indemnify, save, and hold harmless the City and all of its officers, agents, employees, licensees, and invitees from and against any and all liability, loss, claim, suit, damage, charge, or expense (including court costs and attorney’s fees), however caused, resulting from or in any way connected with actions of the Contractor in the performance of its obligations under any contract resulting from this solicitation, or which occurs as a consequence of any negligence, omission, or misconduct of the Contractor or any of Contractor’s subcontractors, agents, or employees in the performance of work under said contract, regardless of whether such loss or expense is caused in part by a party indemnified hereunder. This indemnification survives the termination of the contract.

The bidder/offeror is responsible for thorough examination of the documents and the project site prior to responding to the solicitation. Bidders/offerors will not be allowed extra compensation for conditions which could have been determined by examination of the documents and/or the site prior to submission of bids.

Consistent with the solicitation and contract, the Contractor/Professional agrees to obtain and keep in effect at all times during the term of this Contract the insurance policies indicated below:

1. Workers' Compensation - To include benefits and limits as required by the Code of Virginia, and to include Employers’ Liability insurance with at least the following coverage amounts:
   
   • $100,000 per accident per employee
   • $100,000 per disease per employee
   • $500,000 policy limit by disease
2. Commercial General Liability - With at least the following coverage amounts, unless otherwise specified:
   • $1,000,000 per occurrence, including contractual liability
   • $2,000,000 General Aggregate (other than Products/Completed Operations)
   • $2,000,000 Personal and Advertising Injury
   • $100,000 Fire Damage Legal Liability
   • Required Endorsement: The City of Charlottesville, its officers, employees, agents, and volunteers are additional insured parties as respects the scope of work performed under contract with the City.
3. Automobile Liability - Amount: $1,000,000, unless otherwise specified. Combined Single Limit. To include coverage for owned, non-owned, and hired vehicles. Not required if motor vehicle(s) will not be operated on City property by Professional, its agents, employees, assignees, or subcontractors, while performing the scope of work under this Contract.
4. Umbrella Liability - Amount: $1,000,000. Per occurrence and in the aggregate.
5. Professional Liability - Does not apply.
6. Cyber Liability - Does not apply.
7. Abuse and Molestation Liability - Does not apply.
8. Pollution Liability - Does not apply.
9. Explosion, Collapse, and Underground Property Damage Liability - Does not apply.
10. Builder's Risk - Does not apply.

NOTES REGARDING REQUIRED INSURANCE:      

1. Concurrent policies. With regard to the Automobile Liability and Commercial General Liability policies, the total amount of coverage may be accomplished through any combination of primary and excess/umbrella insurance.
2. Insurance company. The required insurance policies must be issued by a company or companies authorized to conduct the business of insurance in Virginia, with a Financial Strength Rating of “A-” or better and a Financial Size Category of VII or higher by A.M. Best Rating Services, Inc., or other rating agency acceptable to the City.
3. Subcontractors. Contractor/Professional shall ensure that all subcontractors providing goods or services related to this Contract obtain and maintain in effect at all times during the term of this Contract, the required insurance policies.
4. Certificates of insurance and policies. Contractor/Professional shall provide the City with one or more certificate(s) of insurance confirming the insurance policies required by this Contract, signed by a person authorized by the insurance company to bind it to the representations contained therein. The certificate(s) shall be provided to the City by Contractor/Professional upon execution of this Contract and at other times throughout the term of this Contract, if requested by the City, within 10 days of such request. In addition, Contractor/Professional shall furnish the City with copies of the relevant insurance policies, if requested by the City, within 10 days of such request.

Effect of insurance: Compliance with insurance requirements shall not relieve Contractor/Professional of any responsibility to indemnify the City for any liability to the City, as specified in any other provision of the Contract.

Contractor and any subcontractors shall obtain or maintain all permits, licenses, and certifications required by applicable federal, state, and local laws for provision of the goods/services to be provided by any contract resulting from this solicitation, will maintain the permits, licenses, and certifications for the duration of the contract period or as otherwise required, and will provide a copy of any license, permit, or certification upon request by the City. The bid shall include in the price the cost of any required license, permit, certification or fees. 

Unless all bids are cancelled or rejected, the City reserves the right granted by Code of Virginia § 2.2-4318 to negotiate with the lowest responsive, responsible bidder to obtain a contract price within the funds available to the City whenever such bid exceeds the City’s available funds.  For purposes of this section, “available funds” shall mean those funds that were budgeted by the City for this contract prior to the issuance of the Invitation for Bids.  Negotiations with the lowest responsive, responsible bidder may include modifications of the bid price and/or the Scope of Work/Specifications.  The City shall initiate such negotiations by written notice to the lowest responsive, responsible bidder.  The times, places, and manner of negotiating shall be agreed to by the City and the lowest responsive, responsible bidder.

Unless otherwise noted, any goods that are the subject of a solicitation and for which a bid is submitted shall be new, unused, and of current production and standard to the manufacturer.  Where any part or nominal appurtenances of goods are not described it shall be understood that all equipment and appurtenances standard to or recommended by the manufacturer for complete and safe use shall be included as part of this bid.

By submitting their bids, bidders certify to the City that they will conform to the Federal Civil Rights Act of 1964, the Virginia Fair Employment Contracting Act of 1975, the Virginians with Disabilities Act, the Americans with Disabilities Act, and Code of Virginia § 2.2-4343.1(E). During the performance of any contract resulting from this solicitation, the Contractor agrees that the Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer. Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation are sufficient for the purpose of meeting the requirements of this section. The Contractor will include these provisions in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

All information, documents, and electronic media furnished by the City to the Contractor belong to the City, are furnished solely for use in connection with the Contractor’s provision of goods/services required by the contract, and shall not be used or disclosed by the Contractor or with any other person or entity except with advance written permission by the City.  All documents and electronic media furnished by the Contractor to the City are the sole property of the City, free of any retention rights of the Contractor, and free of any copyright claims, trade secrets, or any other proprietary rights.

1. To Prime Contractor:
   1. The City shall promptly pay for completed delivered goods or services. Unless specified otherwise in the contract, payment will be made within 45 days after the goods or services are received or within 45 days after an invoice is rendered, whichever is later. Within 20 days after the receipt of an invoice for goods or services, the City shall notify the supplier of any defect or impropriety that would prevent payment by the required payment date. In the event the City fails to make payment by the required payment date, the City shall pay finance charges assessed by the supplier, which shall not exceed 1% per month. In cases where payment is made by mail, the date of postmark shall be deemed to be the date payment is made.
   2. Contractors must provide their social security number or federal employer identification number, as applicable, before requesting payment from the City.
   3. Invoices shall be submitted by the Contractor to the payment address shown on the purchase order/contract, and must include the City’s purchase order or contract number.
   4. 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, final payment is contingent on the City’s determination that the invoiced charges are reasonable.  The City shall promptly notify the contractor, in writing, as to those charges that it considers unreasonable and the basis for the determination.  Payment for those charges will be suspended until a settlement is reached.  Contractor may not take legal action regarding the disputed charges unless a settlement cannot be reached within 30 days of notification.
2. To Subcontractors:
   The Contractor, within 7 days after receipt of amounts paid to the Contractor by the City for work performed by the subcontractor under the contract, shall take one of the two following actions: (a) pay the subcontractor for the proportionate share of the total payment received from the City attributable to the work performed by the subcontractor under the contract; or (b) notify the City and subcontractor, in writing, of the Contractor’s intention to withhold all or a part of the subcontractor’s payment with the reason for nonpayment. The Contractor shall pay interest to the subcontractor on all amounts owed by the Contractor that remain unpaid after 7 days following receipt by the Contractor of payment from the City for work performed by the subcontractor under the contract, except for amounts withheld as described above. The Contractor shall require subcontractors to include the terms of this section in all contracts with other subcontractors.

The following General Terms and Conditions shall apply in all instances: GOVERNING LAW AND VENUE, NONDISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, CLARIFICATION OF TERMS, PAYMENT.  In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

Except as otherwise provided, all records relating to the City’s procurement transactions shall be open to public inspection in accordance with the Virginia Freedom of Information Act and the Virginia Public Procurement Act. Any bidder, upon request, shall be afforded the opportunity to inspect bid records within a reasonable time after the opening of all bids but prior to award, except in the event the City decides not to accept any of the bids and to reopen the contract. Otherwise, bid records shall be open to public inspection only after award of the contract. Trade secrets or proprietary information submitted by a bidder in shall not be subject to public disclosure provided that the bidder timely invoked the protection of Code of Virginia § 2.2-4342(F) prior to or upon submission of the information to the City, in the manner required by that statute.

The City may make such reasonable investigations as deemed necessary to determine the ability of the bidder/offeror to perform the services/furnish the goods and the bidder/offeror shall provide to the City all such information for this purpose as may be requested.  The City reserves the right to inspect bidder’s/offeror’s physical facilities prior to award.  The City further reserves the right to reject any bid if the evidence submitted by, or investigations of, such bidder/offeror fails to satisfy the City that such bidder/offeror is qualified to carry out the obligations of the contract.

The City reserves the right to accept or reject any or all bids in whole or in part and to waive any informality in the bid. "Informality" means a minor defect or variation from the exact requirements, which does not affect the price, quality, quantity or delivery schedule.

Nothing contained in this Contract shall be deemed to effect a waiver of the City’s sovereign immunity under law.

Pursuant to Code of Virginia § 2.2-4311.2(B), a bidder/offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 is required to include in its bid or proposal the identification number issued to it by the State Corporation Commission (SCC), or a statement describing why the bidder is not required to be so authorized.

Include only taxes applicable to the project in this bid/proposal.  The City is exempt from state sales taxes and federal excise taxes.  A Certificate of Exemption indicating the City’s tax-exempt status will be furnished upon request.

The City reserves the right to conduct any test or inspection to assure goods and services conform to the required specifications.

All prices submitted must reflect that any required goods will be transported as “FOB Destination - Freight Prepaid and Allowed.”  By submitting their bids/proposals, all bidders/offerors certify that the price offered for FOB Destination includes only the actual freight rate costs at the best rate and is based upon the actual weight of the goods to be shipped.  Except as otherwise specified herein, standard commercial packaging, packing and shipping containers shall be used.  All shipping containers shall be legibly marked or labeled on the outside with purchase order number, commodity description, and quantity.

Unless otherwise provided in this solicitation, the name of a certain brand, make or manufacturer does not restrict bidders/offerors to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired. Any article that the City, in its sole discretion, determines to be the equal of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The bidder/offeror is responsible to clearly and specifically identify the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable the City to determine if the product offered meets the requirements of the solicitation. This is required even if offering the exact brand, make or manufacturer specified. Failure to furnish adequate data for evaluation purposes may result in a finding that the bid is nonresponsive. Unless the bidder clearly indicates in its bid/proposal that the product offered is an equal product, such bid, proposal will be considered to offer the brand name product referenced in the solicitation.

The City’s SAP electronic solution offers vendor self-service registration.  Vendors are not required to register prior to bidding; however, purchase orders cannot be issued and payment cannot be processed to a non-registered vendor.  To register, go to https://www.charlottesville.gov/299/Vendor-Registration.