1. Direct contact with anyone other than the City of Newport News Office of Purchasing, including other City departments or the City’s consultants, regarding this Request for Unsealed Proposals (also referred to “solicitation” herein) is expressly forbidden. Violation of this directive may result in a determination that the Offeror is ineligible for award.
2. All proposals shall be submitted sealed via the City’s e-Procurement Portal, OpenGov Procurement. Fax and Email transmittals will not be considered. Proposals cannot be submitted after the due date and time noted above. Failure to return required documents and information specified herein may result in a determination that the proposal will not be considered for award.
3. All costs associated with preparing a proposal, including any mailing costs, are the Offeror’s responsibility.
4. All proposals must be submitted by an officer or employee having the authority to sign on behalf of the firm.
5. Prices shall be stated in units of quantity specified. No additional charges shall be passed on to the City, including sales tax, delivery charges or other surcharges. Prices quoted shall be the final cost to the City. All deliveries shall be F.O.B. Destination.
6. The Terms, Conditions and Specifications in this Request for Unsealed Proposals shall supersede any terms and conditions offered. Any additional conditions an Offeror intends to be considered should be submitted with the proposal. Exceptions may result in a determination that a proposal will not be considered for award. All Terms, Conditions and Specifications will be incorporated by reference and be part of the contract following award.
7. Failure to provide a proposal from an authorized representative shall be cause for rejection of the proposal.
8. Failure to use the forms provided may be cause for rejection of the proposal.
9. The viability and accessibility of the Offeror’s submitted attachments is entirely the responsibility of the Offeror. Attachments that are not accessible cannot be considered during the review and evaluation of the proposal, which may result in that proposal being determined non-responsive and not being further considered for award.
10. Submission of a proposal is not to be construed as an award or an order to ship.
11. A proposal by the Offeror certifies that they are not currently debarred or suspended by a local, state or federal government entity from doing business with that entity. If a debarment or suspension exists, supporting information shall be provided with the proposal. Suspension or debarment may disqualify the Offeror from award of a contract.

Changes or supplemental instructions to this Request for Unsealed Proposals will be posted online with this solicitation. It is the Offeror's responsibility to check for addenda prior to the proposal due date and time to ensure that all Addenda are received. Addenda shall be posted on the City's e-Procurement Portal, OpenGov Procurement and Addenda notifications will be sent via email to all persons on record who are following this URFP on OpenGov Procurement.

All Bidders shall acknowledge receipt of Addenda with the proposal. Acknowledgement of all Addenda shall be completed in OpenGov Procurement. If all Addenda are not acknowledged, the proposal may be deemed non-responsive.

1. Award shall be made to the responsible Offeror whose proposal is determined in writing to be the most advantageous to the City, taking into consideration price and the evaluation factors set forth in this Request for Unsealed Proposals. No other factors or criteria shall be used in the evaluation. When the terms and conditions for multiple awards are provided in the Request for Unsealed Proposals, awards may be made to more than one (1) Offeror.
2. The City may request additional information and make reasonable investigations as deemed proper and necessary to determine the ability of the Offeror to perform the services/furnish the goods and the Offeror shall provide the City information and data for this purpose. The City may inspect physical facilities if deemed necessary. In addition, the City reserves the right to conduct any test/inspection deemed necessary to assure goods and services conform to the specifications or Scope of Work.
3. An Offeror may protest the award or decision to award by submitting such protest in writing to the Purchasing Agent no later than ten (10) days after the award or the announcement of the decision to award as indicated in the Code of the City of Newport News Section 2-576.3. No protest shall lie for a claim that the selected Offeror is not a responsible Offeror. The written protest shall include the basis for the protest and the relief sought. The Purchasing Agent shall issue a decision in writing within ten (10) business days stating the reasons for the action taken. This decision shall be final unless the Offeror appeals within ten (10) days of the written decision by invoking the administrative procedures established by the Purchasing Agent.
4. The Administrative Appeals Procedure is posted on the Office of Purchasing website https://www.nnva.gov/707/Vendor-Resources. This procedure shall be used for hearing protests of a decision to award or an award, appeals from refusal to allow withdrawal of bids, appeals from disqualification, appeals for debarment or suspension, or determinations of non-responsibility and appeals from decision or disputes arising during the performance of a contract.

All proceedings, records, contracts and other public records relating to procurement transactions shall be open to the inspection of any citizen, or any interested person, firm or corporation, in accordance with the Virginia Freedom of Information Act (§ 2.2-3700 et seq., Code of Virginia, 1950, as amended).

As indicated in the Code of the City of Newport News Section 2-557.2, any Offeror, upon request, shall be afforded the opportunity to inspect proposal records within a reasonable time after the evaluation and negotiations of proposals are completed but prior to award, except in the event that the Purchasing Agent decides not to accept any of the proposals and to reopen the contract. Otherwise, proposal records shall be open to public inspection only after award of the contract.

Any inspection of procurement transaction records shall be subject to reasonable restrictions to ensure the security and integrity of the records.

Interested parties may contact the Contract Officer to request a time to review proposal records during the normal business hours of the City. The City reserves the right to facilitate public inspection of records through electronic means to the extent possible.

Notices and communications related to the contract resulting from this Request for Unsealed Proposals shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means (email). All notices related to contract award, modifications, renewals, and terminations will be handled through the Office of Purchasing. The Office of Purchasing primarily utilizes email for notices and communications including but not limited to delivery of Purchase Orders, contract renewals and contract amendments. The City may also use a web-based service to obtain signatures electronically.

A contract shall be deemed in force only to the extent of appropriations available to each department for the purchase of such goods and/or services. The City’s extended obligations on contracts that include funding through successive fiscal periods shall be contingent upon actual appropriations for the successive periods (additional years).

All Offerors organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50, as amended, shall provide the identification number issued to it by the State Corporation Commission. Any Offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50, as amended, or as otherwise required by law shall include in the proposal a statement describing why the Offeror is not required to be so authorized.
Any business entity that enters into a contract with a public body pursuant to this chapter shall not allow its existence to lapse or its Certificate of Authority or Registration to Transact Business in the Commonwealth, if so required under Title 13.1 or Title 50, as amended, to be revoked or cancelled at any time during the term of the contract. The City may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section. Visit https://www.scc.virginia.gov/ for more information.

If authorized by the Offeror, the contract resulting from this Request for Unsealed Proposals may be extended to other public bodies, agencies or institutions within the United States to purchase at the contract prices and terms and conditions. Any public entity that uses the contract shall place its own order(s) directly with the Contractor(s). The City of Newport News is not a party to such contracts and is not responsible for placement of orders and payment or discrepancies of the participating public bodies. It is the Contractor’s responsibility to notify other public bodies of the availability of contract(s), if desired. Offerors who do not wish to extend the terms, conditions and prices to other public bodies shall so indicate in the proposal.

The City of Newport News desires to facilitate the establishment, preservation, and strengthening of small businesses and businesses owned by women, minority individuals and service disabled veterans and to encourage their participation in the City's procurement activities. The City of Newport News encourages these firms to compete and encourages non-minority firms to provide for the participation of small businesses and businesses owned by women and minority individuals and service disabled veterans through partnerships, joint ventures, subcontracts, and other contractual opportunities. Offerors are requested to complete and provide the Small, Women-Owned, Minority-Owned and Service Disabled Veteran-Owned Business Requirements Form, if provided herein.

The City of Newport News does not discriminate against faith based organizations.

During the performance of a contract with the City, the Contractor agrees as follows:

1. It will not discriminate against any employees or applicants for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by federal or state law relating to discrimination in employment, except where one or more of these are a bona fide occupational qualification reasonably necessary to the normal operations 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.
2. The Contractor will be and state that he is an equal opportunity employer in all solicitations or advertisements for employees.
3. 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.
4. The Contractor will include the provisions of the foregoing paragraphs (a), (b) and (c) in every subcontract or Purchase Order of over ten thousand dollars ($10,000) so that the provisions will be binding upon each subcontractor or vendor.

During the performance of a contract with the City, the Contractor agrees to (i) provide a drug-free workplace for the Contractor’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor’s workplace and specifying the actions that will be taken against employees for violations of 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 the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.
For the purposes of this subsection, “A drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a contractor in accordance with this subsection, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

1. Payment terms shall be “Net 30 Days" unless otherwise stated by the Offeror on the Proposal Form. Alternate terms may be offered for prompt payment of bills.
2. The payment terms stated herein must appear on the Contractor’s invoice. Failure to comply with this requirement may result in the invoice being returned to the Contractor for correction.
3. Late payment charges shall not exceed one percent (1%) per month as indicated in the Code of Virginia Section 2.2-4352, Prompt Payment of Bills by Localities.
4. If offered by the Offeror, a payment discount period shall be computed from the date of proper receipt of a valid invoice, or from the date of acceptable receipt of the goods and/or services, whichever is latest.
5. The date of postmark shall be deemed as the date of payment in all cases where payment is made by mail.
6. The City does not make advance payments for goods or services by practice.

The Contractor shall take one of the two following actions within seven (7) days after the receipt of amounts paid by the City for work performed by subcontractor(s) under the contract resulting from this solicitation:

1. Pay the subcontractor(s) for the proportionate share of the total payment received from the City attributable to the work performed by the subcontractor(s) under the contract; or
2. Notify the City and subcontractor(s), in writing, of their intention to withhold all or a part of the subcontractor’s payment with the reason for nonpayment.

All contracts awarded by the Contractor to a subcontractor for any portion of the contract shall include:

1. An interest clause that obligates the Contractor to pay interest to the subcontractor on all amounts owed by the Contractor that remain unpaid after seven (7) days following receipt of payment from the City, except for amounts withheld as allowed.
2. An interest clause that the Contractor shall pay interest to the subcontractor(s) on all amounts owed by the Contractor that remain unpaid after seven (7) days following receipt of payment from the City for work performed by the subcontractor(s), except for amounts withheld as allowed.
3. An interest rate clause stating, ‘Unless otherwise provided under the terms of this contract, interest shall accrue at the rate of one percent per month.”
4. The Contractor shall include in each of its subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier subcontractor(s).
5. The Contractor’s obligation to pay an interest charge to a subcontractor(s) pursuant to the payment requirements in this section may not be construed to be an obligation of the City. A contract modification may not be made for the purpose of providing reimbursement for such interest charge and a cost reimbursement claim shall not include any amount for reimbursement for such interest charge.

Sales to the City of Newport News are normally exempt from State sales tax. State sales and use tax certificates of exemption, Form ST-12, will be issued upon request.

The Contractor shall indemnify, defend and hold harmless the City, its officers, agents, and employees from any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by lack of performance, unlawful acts or omissions, or the negligent or willful acts or omissions of contractor or its subcontractors or sub-consultants. Further, if the Contractor subcontracts any work, it will require in its subcontracts that each contractor indemnify defend and hold harmless the City as stated above.

The parties to the contract resulting from this solicitation agree that under Virginia state law the City cannot indemnify, defend and hold harmless the Contractor. To the extent any promise or term contained in the contract, including exhibits, attachments or other documents incorporated by reference therein, includes any indemnification or obligation to defend by the City, that promise or term is stricken from the contract and of no effect.

The apparent silence in the specifications and any supplemental specifications as to any detail or the omission from the specifications shall be regarded as meaning that only the best commercial practices are to prevail and correct type, size and design are to be used. All interpretations of these specifications shall be made on the basis of this statement.

The Contractor shall keep fully informed of all federal, state and local laws, ordinances and regulations that in any manner affect the conduct of the work. The Contractor shall at all times observe and comply with all such laws, ordinances and regulations.

This solicitation and any resulting contract are subject to the laws of the Commonwealth of Virginia and the Newport News City Code. Any litigation with respect thereto shall be brought in the courts of the City of Newport News, Virginia, or the United States District Court for the Eastern District of Virginia, Newport News Division.

The Offeror assigns to the City any and all rights that it may have under the antitrust laws of the United States and the Commonwealth of Virginia in any way arising from or pertaining to the proposal. This provision is remedial in nature and is to be liberally construed by any court in favor of the City.

The Offeror certifies that he/she does not and shall not during the performance of the contract for goods and services in the Commonwealth of Virginia, knowingly employ unauthorized aliens as defined in the Federal Immigration Reform and Control Act of 1986, as amended.

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

In event of default by the Contractor, the City reserves the right to procure the goods and/or services from other sources, and hold the Contractor liable for any excess cost occasioned thereby.

The City may terminate a contract when funds are not appropriated for the specified goods or services or when it is determined to be in the City’s best interest without providing specific cause.

If the contract is an extended term contract, after completion of the first contract period, either party may terminate the contract without penalty or financial obligation, except that the parties remain liable for performance of all terms, conditions, and obligations through the date of termination.

Written notice of termination shall be given to the other party a minimum of thirty (30) days prior to its effective date.

In the event that the Contractor shall for any reason or through any cause be in default of the terms, conditions, or obligations of the contract documents, the City may give the Contractor written notice of such default and terminate the contract. All terms, conditions, and obligations of the contract documents are considered material.

The City may, in its discretion, provide the Contractor an opportunity to cure the default, if curable, prior to termination. Unless a different duration is provided in the notice of default, or agreed upon by the parties in writing, the Contractor shall have fourteen (14) calendar days to cure the default from the date such notice is mailed to the Contractor unless notification is by facsimile or personal delivery, in which case the opportunity to cure shall commence upon delivery of the notice. Upon failure of the Contractor to cure the default, the City may immediately terminate the contract effective as of the mailing or delivery of the default notice. If the City terminates the contract, the Contractor shall remain liable for performance of all terms, conditions, and obligations through the date of termination. Termination by the City shall not constitute a waiver by the City of any other rights or remedies available to the City by law or contract.

In addition, failure of the Contractor to perform the obligations of the contract may result in debarment of the Contractor for a period of up to three years. Termination and/or debarment of the Contractor shall not constitute a waiver by the City of any other rights or remedies available to the City by law or contract.

In accordance with Section 2-577 of City Code, contractual claims, whether for money or other relief, shall be submitted in writing to the Office of Purchasing no later than sixty (60) days after final payment; however, written notice of the Contractor's intention to file such claim shall have been given at the time of the occurrence or beginning of the work upon which the claim is based.

The Contractor shall refer to the Administrative Appeals Procedure and Contractual Claims Review Procedure posted on the Office of Purchasing website https://www.nnva.gov/707/Vendor-Resources for information on claims submission and appeals related to contractual disputes.

The Contractor shall proceed diligently with the performance of the contract and with any disputed work pending final resolution of any claim or dispute.

If the parties are unable to perform or are delayed in the performance of its obligations due to acts of God, natural weather disasters, fire, explosion, flood, war, civil disturbance, terrorism, or any other cause which is not reasonably foreseeable and which is beyond that Contractor’s control, then provided that Contractor shall have delivered written notice to the City of the cause of the nonperformance within five (5) business days of the initiation of the delay, then such nonperformance shall not be an event of default under a contract resulting from this solicitation and the performance shall be resumed at the earliest practicable time after cessation of such interruption. If notice is provided within the manner and timeframe set forth herein, the time for performance of the obligations hereunder shall be extended for the period of the forced delay.

In no event shall a payment by the City to the Contractor or the waiver by the City of any provision under the contract, including any obligation of the Contractor, constitute or be construed as a waiver by the City of any other provision, obligation, breach of covenant, or any default which may exist under this contract on the part of the Contractor, and the making of any such payment by the City while any such breach or default exists shall not impair or prejudice any rights or remedies available to the City.

If any provision of the Contract resulting from this solicitation or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this contract, or the application of such provision to persons or circumstances other than those which it is invalid or unenforceable, shall not be affected, and each provision of this contract shall be valid and enforced to the full extent permitted by law.

The Contractor and any employees, agents, or other persons or entities acting on behalf of the Contractor shall act in an independent capacity and not as officers, employees, or agents of the City.

In the event of a conflict between the contract documents, including these terms and conditions and the terms of a Purchase Order or related document issued by the Office of Purchasing, the contract documents shall control.

Nothing herein is intended nor shall be construed as creating any exclusive arrangement with the Contractor. The contract shall not restrict the City from acquiring similar, equal or like goods and/or services from other sources.

The Contractor shall maintain full and accurate records with respect to all matters covered under this contract, including, without limitation, accounting records, written policies and procedures, time records, telephone records, and any other supporting evidence used to memorialize, reflect, and substantiate charges or fees related to this contract. The Contractor’s records shall be open to inspection and subject to audit and/or reproduction, during normal working hours, by the City and its employees, agents or authorized representatives after giving at least three (3) days’ notice to the Contractor by the City. The City shall have access to such records from the effective date of this contract, for the duration of the contract, and for five (5) years after the date of final payment by the City to the Contractor pursuant to this contract or any renewal or extension of this contract. The City’s employees, agents or authorized representatives shall have access to the Contractor’s facilities and all necessary records and be provided adequate and appropriate work space in order to conduct audits.