VIRGINIA PORT AUTHORITY

Request For Proposals

RFP #2026-32-VPA

Environmental Engineering On-Call Services Hampton Roads, VA

REQUEST FOR PROPOSALS (RFP)

TRANSMITTAL PAGE

Title: Environmental Engineering On-Call Services

RFP #: 2026-32-VPA

Issue Date: May 21, 2026

Issuing Agency: Virginia Port Authority (VPA)

The Virginia Port Authority (VPA) is seeking proposals for Environmental Engineering On- Call Services. The term of the Contract shall be for one year with the option to renew for up to four (4) additional one (1) year periods at the sole option of the Virginia Port Authority and in accordance with the terms noted in the Contract. Proposals and all other correspondence, including questions, shall be sent electronically to proposals@portofvirginia.com. All email communications shall contain “RFP 2026-32- VPA” in the subject line followed by the Respondent’s name. Questions may only be submitted electronically no later than 2:00 p.m. EST June 25, 2026.

Proposals will be received until 2:00 p.m. EST July 9, 2026, an electronic copy of each proposal must be submitted to the following e-mail: proposals@portofvirginia.com

Late Proposals will not be considered.

In compliance with this Request For Proposals (RFP), and with all the conditions imposed therein and hereby incorporated by reference, the undersigned hereby offers and agrees to furnish the Environmental Engineering On-Call services to the Virginia Port Authority in accordance with the attached signed proposal, or as mutually agreed upon by subsequent negotiations.

NAME AND ADDRESS OF FIRM:

_____________________________ Date: _________________________

_____________________________ Telephone: ____________________

_____________________________ Email: ________________________

_____________________________ FEIN/FIN Number: _______________

BY: __________________________ *Virginia Port Authority cannot

(Signature) process payments without this

Print Name: __________________ information.

Title: ________________________ mailto:proposals@portofvirginia.com

TABLE OF CONTENTS FOR RFP# 2026-32-VPA

II. PURPOSE OF THE RFP

II. STATEMENT OF NEEDS

III. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS

IV. OWNERSHIP OF DATA SUBMITTED PURSUANT TO THE RFP

V. EVALUATION AND AWARD CRITERIA

VI. SPECIFIC PROPOSAL INSTRUCTIONS

VII. AWARD OF THE CONTRACT

VIII. EXHIBITS A-L

VIRGINIA PORT AUTHORITY

Request for Proposals #2026-32-VPA

Sections I through VII

I. Purpose of the

RFP

The purpose of this Request for Proposals (RFP) is to solicit proposals from qualified Offerors for comprehensive environmental engineering on-call consulting, compliance, and support services for port operations and development activities.

II. Statement of Needs

The Port of Virginia has experienced significant growth for the last decade and today is the third largest general cargo port on the US East Coast. In order to accommodate the anticipated continued growth in its business, VPA is seeking to acquire Environmental Engineering On-Call Services. The Contractor(s) selected shall furnish the services in accordance with Exhibit C, Scope of Services.

III. Proposal Preparation and Submission Requirements

In order to be considered for selection, Offerors must submit a complete response to this Request for Proposals (RFP) in accordance with the instructions outlined in this section and in Section VI, Specific Proposal Instructions. A complete response must include the signed RFP cover pages attached to the Offeror’s proposal, any Addenda issued, and all applicable Exhibits. All distribution of the RFP documents, addenda, and updates to the scope or requirements will be posted to eVA. RFP responses must be received by 2:00 PM EST, July 9, 2026. Responses shall be sent to proposals@portofvirginia.com. Proposals shall be signed by an authorized representative of the Offeror. All information requested in the RFP must be submitted. Failure to submit all information requested may result in: (1) the VPA requiring prompt submission of missing information or (2) the VPA rejecting the proposal as being non-responsive. The Virginia Port Authority will not be responsible for delays in the delivery of responses. VPA’s mail exchange server has a limit of 50 MB for incoming proposals. Offerors need to be aware that their internet service provider (ISP) may have a maximum server limit less than 50 MB, which could hinder responses from being delivered to the VPA. The VPA will not be responsible for responses not received due to these limitations and no special consideration shall be given to such responses. It is the sole responsibility of the Offeror to ensure that its response reaches proposals@portofvirginia.com by the designated date and hour.

IV. Ownership of Data Submitted Pursuant to the

RFP

Ownership of all data, materials and documentation prepared for the VPA pursuant to the RFP shall belong exclusively to the VPA and will be subject to public inspection in accordance with the Virginia Freedom of Information Act.

However, proprietary information or trade secrets submitted by an Offeror shall not be subject to public disclosure. The Offeror must, with specificity, identify those portions of its proposal, which are proprietary. Offerors may not designate all of a proposal “proprietary” and any attempt to do so may result in rejection of the proposal.

V. Evaluation & Award Criteria

Criteria Points Expertise, experience, and qualifications of the firms personnel in providing services as related to the SOW

Current and projected work load and ability to complete the work in a timely manner

Graphic location of the firm relative to the project location 15 Financial Responsibility of the firm and the ability to control cost

Size of the firm relative to the SOW 15 SWaM 10

VI. Specific Proposal Instructions

All submissions must adhere to the specifications and proposal requirements outlined below. Proposals shall be prepared and submitted in accordance with Section III. Proposal Preparation and Submission Requirements, in addition to the following requirements. Proposals should be prepared simply and economically, providing a straightforward, concise description of the firm’s capabilities to satisfy the requirements of the RFP. Proposals shall be single spaced, using a font size not less than 11 point and be limited to twenty (20) pages (not including Exhibits A - L, any submittals required by Exhibits A - L, and any Addenda issued to the RFP). Failure to comply with the 20-page limit may be grounds for rejection of your proposal. Emphasis should be on completeness and clarity. An authorized representative of the firm shall sign proposals.

The following subjects must be covered in the proposal and will be scored in accordance with the established Evaluation and Award Criteria as noted in Section V. Offerors should separate the different sections of their proposals with clearly marked section dividers for easy reference by the selection committee.

Section 1: RFP Submittal Documents- Complete RFP Document to include the completed and signed transmittal pages, all completed Exhibits A - L, any Addenda, etc.

Section 2: Expertise, experience, and qualifications of the firms personnel in providing services as related to the SOW - 25pts Demonstrated depth of knowledge, technical expertise, and relevant experience of the firm’s personnel in providing environmental, sustainability, and engineering services similar to those outlined in the Scope of Services. This includes experience with air and water quality compliance, permitting, environmental studies (EIS/EIR), stormwater and pollution prevention planning, emissions inventories, and Environmental and Safety Management Systems.

Consideration will also be given to the firm’s experience supporting decarbonization initiatives, integrating emerging technologies (e.g., electrification and alternative energy), and delivering services for port, marine, or comparable infrastructure environments. Qualifications, certifications, and demonstrated subject matter expertise of key personnel will be evaluated.

Section 3: Current and projected work load and ability to complete the work in a timely manner- 20pts The firm’s current workload and projected commitments, and its demonstrated ability to provide sufficient qualified personnel and resources to meet the demands of the contract. This includes the ability to respond promptly to task orders, manage multiple concurrent assignments, and meet project schedules without compromising quality. Firms should demonstrate flexibility, scalability, and the capability to support time-sensitive environmental compliance, permitting, inspections, reporting, and sustainability initiatives.

Section 4: Graphic location of the firm relative to the project location- 15pts The physical location of the firm relative to the Port’s facilities and operations, and the firm’s ability to provide timely, responsive on-site and regional support.

Consideration will be given to familiarity with local, state (Commonwealth of Virginia), and federal regulatory agencies, as well as knowledge of regional environmental conditions, permitting requirements, and stakeholder landscape.

Firms with the ability to mobilize quickly for field inspections, investigations, and coordination meetings will be viewed favorably.

Section 5: Financial Responsibility of firm and ability to control costs- 15pts The firm’s financial stability and demonstrated capability to effectively manage project budgets and control costs. This includes the ability to develop accurate cost estimates, manage expenditures across multiple task orders, and implement cost-effective solutions, including value engineering where appropriate. Firms should demonstrate sound financial practices and the ability to deliver high-quality services while supporting the Port’s objective of cost efficiency across environmental, sustainability, and engineering efforts.

Section 6: Size of the firm relative to the SOW 15pts The overall size of the firm in relation to the scope, complexity, and multidisciplinary nature of the work. This includes the depth and availability of qualified staff, technical expertise across environmental and engineering disciplines, and access to specialized resources (e.g., sampling, modeling, analysis, and design capabilities). Firms should demonstrate that they possess adequate organizational capacity to support both routine program needs and more complex efforts such as decarbonization initiatives, regulatory compliance, and occasional full-service engineering and design projects.

Section 7: SWaM Participation- 10pts Provide general information about your company’s SWaM participation and practices in conjunction with the completion and submission of Exhibit H and an acknowledgement of Exhibit I as included in Section 1 of the Offerors proposal along with the other RFP Submittal Documents.

VII. Award of the Contract

The VPA shall engage in individual discussions and interviews with one or more offerors deemed fully qualified, responsible and suitable on the basis of initial responses, and with professional competence to provide the required services.

Repetitive informal interviews are permitted. Offerors shall be encouraged to elaborate on their qualifications, performance data, and staff expertise pertinent to the proposed contract as well as alternate concepts. Proprietary information from competing offerors shall not be disclosed to the public or to competitors.

The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable and will result in rejection of the proposal. At the conclusion of the informal interviews, on the basis of evaluation factors published in the Request for Proposal and all information developed in the selection process to this point, the VPA shall rank, in the order of preference, the interviewed offerors whose professional qualifications and proposed services are deemed most meritorious.

Negotiations shall then be conducted with the offeror ranked first. If a contract is deemed satisfactory and advantageous to the VPA and can be negotiated at a fair and reasonable fee, the award shall be made to that offeror. If negotiations are not successful, the negotiations shall be formally terminated and the project offered to the next firm for negotiation and possible award of the Contract.

Should the VPA determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that Offeror.

The VPA reserves the right to award Contacts to more than one firm as a result of this solicitation.

In response to this Request for Proposal (RFP) and in full compliance with all conditions set forth herein, the undersigned Offeror hereby submits a proposal to furnish the services at the prices indicated in the submitted proposal or as negotiated by the parties.

The Offerors proposal in response to this RFP is subject to the provisions of the Virginia Port Authority Procurement and Capital Outlay Manual (“PCOM”), the General Terms and Conditions, and the Special Terms and Conditions included with this RFP package as amended or negotiated.

By signing below, the Offeror certifies compliance with all applicable terms and conditions via reference.

Failure of the Offeror to carefully examine the requirements of the Request for Proposal, the PCOM, the General Terms and Conditions, and the Special Terms and Conditions does not relieve the Offeror of their obligation to furnish the services specified in this Request for Proposal as amended.

Furthermore, the undersigned certifies that the firm name provided below and listed on the transmittal page is the true and complete legal name of the Offeror, and that the Offeror is qualified to provide the services described in the Scope of Services for this RFP.

Company Name: _____________________________________

Signature: _____________________________________________________________________________ Legal Representative of Firm Printed Name Date

Virginia Port Authority

RFP 2026-32-VPA

On-Call Environmental Engineering Services

EXHIBIT A

GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

2. INCORPORATION OF VPA PROCUREMENT AND CAPITAL OUTLAY MANUAL

3. THIRD PARTY BENEFICIARY

4. ANNOUNCEMENT OF AWARD

5. GENERAL RELATIONSHIP

6. STANDARD OF CARE

7. CORRECTION OF DEFECTIVE SERVICES

8. WARRANTY

9. ASSIGNMENT AND SUBCONTRACTING

10. LICENSURE

11. CHANGES TO THE CONTRACT

12. ANTI-DISCRIMINATION

13. ANTI-TRUST

14. AUDIT

15. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH

16. AVAILABILITY OF FUNDS

17. COMPLIANCE WITH ALL LAWS AND REGULATIONS

18. COOPERATION WITH THE WORK OF OTHERS AND ONGOING OPERATIONS

19. CONFIDENTIAL INFORMATION

20. CYBERSECURITY RESPONSBILITY

21. FORCE MAJEURE

22. REMEDIES

23. LIMITATION OF LIABILITY

24. OPERATING AUTHORITY AND CREDENTIALS

25. PAYMENT TERMS

26. PRECEDENCE OF TERMS

27. CONTRACTOR RESPONSIBILITIES

28. CONTRACTOR’S EMPLOYEES

29. TAXES

30. DEFAULT

31. SUSPENSION

32. TERMINATION

33. TERMINATION FOR CONVENIENCE

34. TIME FOR PERFORMANCE OF SERVICES

35. DELAYS BY CONTRACTOR

36. DELAYS BY VPA

37. SCHEDULE FOR DELIVERY OF SERVICES

38. INSURANCE

39. TESTING, INSPECTION AND ACCEPTANCE

40. LABELING OF HAZARDOUS SUBSTANCES

41. VPA’S RIGHTS IN DELIVERABLES AND INSTRUMENTS OF SERVICES

42. WORKSITE DAMAGES

43. INDEMNIFICATION

44. DISPUTE RESOLUTION

45. APPLICABLE LAWS AND COURTS

46. SMALL BUSINESS SUBCONTRACTING AND EVIDENCE OF COMPLIANCE

47. IMMIGRATION REFORM AND CONTROL ACT OF 1986

48. DRUG FREE WORKPLACE POLICY STATEMENT

49. SEVERABILITY

50. NO WAIVER OF PERFORMANCE

51. TITLES

1. DEFINITIONS. The following terms shall have the meanings stated below, unless otherwise specified in the Contract Documents:

1.1. "Commonwealth” shall mean the Commonwealth of Virginia.

1.2. “VPA” or “Owner” shall mean the Virginia Port Authority, an agency of the Commonwealth of Virginia.

1.3. “VIT” shall mean Virginia International Terminals, LLC, the corporate entity operating VPA’s

Port facilities.

1.4. “Contractor” shall mean the entity entering into this Contract for services with the Virginia

Port Authority (“VPA”), regardless of the type of Professional Services or other work required to be provided under this Contract.

1.5. “Day” means a calendar day, unless specified otherwise.

1.6. “Hazardous Material” is any substance or material identified as hazardous under any federal, state, or local law or regulation, or any other substance or material which may be considered hazardous or otherwise subject to statutory or regulatory requirement governing handling, disposal, or clean-up.

1.7. “Laws” mean federal, state, and local laws, ordinances, codes, rules, and regulations applicable to the Services and with which Contractor must comply that are enacted as of the Agreement date.

1.8. “Parties” mean VPA and Contractor collectively.

1.9. “Project” means the endeavor or objective to be obtained from Contractor’s Services. It may also include services or construction provided by Owner, or Others.

1.10. “Deliverable” means any document, report, plan, drawing, plan, specification, or other tangible item required to be provided to VPA by Contractor as part of the Services, regardless of the medium in which recorded.

1.11. “Services” mean the services provided by Contractor or by subcontractors or consultants retained by Contractor for the Project.

1.12. “Worksite” means the geographical area where the Services are to be performed.

1.13. A “Subcontractor” is a person or entity retained by Contractor as an independent contractor to provide the labor, materials, equipment, or services necessary to complete a specific portion of the Services.

2. INCORPORATION OF VPA PROCUREMENT AND CAPITAL OUTLAY MANUAL. This

Contract is awarded pursuant to the VPA Procurement and Capital Outlay Manual (PCOM) as updated and in effect on the date of Award. The Provisions of the PCOM as they may be relevant to the interpretation and administration of this Contract are incorporated into these General Terms and Conditions. A copy of the manual may be obtained by requesting via e-mail at proposals@portofvirginia.com.

3. THIRD PARTY BENEFICIARY. VIT is expressly acknowledged to be a third-party beneficiary of Contractor’s obligations under this Contract. Damages recoverable from Contractor due to breach of its obligations under this Contract may include damages accruing to VIT.

4. ANNOUNCEMENT OF AWARD. Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the VPA will publicly post such notice on the Port of Virginia website.

5. GENERAL RELATIONSHIP. The Contractor shall be acting as an independent contractor. Neither the Contractor nor employees of the Contractor are employees of VPA under the meaning or application of any federal or state unemployment or insurance laws or workers' compensation laws, or otherwise.

The Contractor shall assume all liabilities or obligations imposed by any one or more of such laws with respect to employees of Contractor in the performance of this Contract. The Contractor shall not have any authority to assume or create any obligation, express or implied, on behalf of VPA, and the Contractor shall have no authority to represent itself as an agent, employee, or in any other capacity of

VPA.

https://operations.portofvirginia.com/procurement

6. STANDARD OF CARE. The standard of care for all professional services, to include engineering or architecture services, performed or furnished by Contractor and its subcontractors and consultants as part of the Services will be the care and skill ordinarily used by members of the applicable profession practicing under similar conditions at the same time and in the same locality.

7. CORRECTION OF DEFECTIVE SERVICES.

7.1. VPA shall not be responsible for discovering deficiencies in the completeness or technical accuracy of Contractor’s Services or deliverables.

7.2. The Contractor shall be responsible for the professional quality, technical accuracy, and the coordination of all deliverables produced and other services furnished by under this Agreement.

Contractor shall, without additional compensation, correct, or revise any errors or deficiencies in the deliverables, Services provided, which are discovered within a twelve-month period of delivery of the Services. If such deficiencies are not corrected in a timely manner, VPA may cause the same to be corrected and deduct such corrective action costs from payments otherwise due to Contractor, or otherwise take action to recover such corrective action costs as a remedy for breach of contract. This obligation to take corrective action shall be in addition to any other remedies specified elsewhere in the Contract Documents and shall not limit the application of any other warranty or remedy available under law.

8. WARRANTY.

8.1. To the extent that the Services provided by Contractor involve ancillary construction, or the installation of equipment or materials at VPA facilities, all materials and equipment shall be fully guaranteed against defects in material and workmanship for a reasonable period of time following date of delivery. Should any defect be noted by the owner, the Procurement Department will notify the Contractor of such defect or non-conformance. Notification will state either (1) that the contractor shall replace or correct, or (2) the owner does not require replacement or correction, but an equitable adjustment to the contract price will be negotiated.

If the contractor is required to correct or replace, it shall be at no cost to the VPA and shall be subject to all provisions of this clause to the same extent as materials initially delivered. If the contractor fails or refuses to replace or correct the deficiency, the office issuing the purchase order may have the materials corrected or replaced with similar items and charge the contractor the costs occasioned thereby or obtain an equitable adjustment in the contract price.

8.2. The contractor agrees that the equipment or materials furnished under this Contract shall be covered by the most favorable commercial warranties the contractor gives any customer for such items and that the rights and remedies provided therein are in addition to and do not limit those available to the VPA by any other clause of this solicitation.

9. ASSIGNMENT AND SUBCONTRACTING.

9.1. No portion of the Services shall be subcontracted, assigned, or delegated without the prior written consent of the VPA. In the event that the Contractor desires to subcontract, assign, or delegate some part of the Services specified herein, the Contractor shall furnish the Virginia Port Authority the names, qualifications and experience of its proposed subcontractors or assignees. The Contractor shall, however, remain fully liable and responsible for the performance of the Services and shall assure compliance with all requirements of the Contract.

9.2. The Contractor shall not assign any monies due or to become due to him, without the prior written consent of the VPA. No assignment shall relieve the Contractor from its obligations under the Contract.

10. LICENSURE. If the services to be provided by Contractor under this Contract would require the

Contractor to hold a license issued by Department of Professional and Occupational Regulation or other state or federal agency regulating the practice of the Services to be provided under this Contract, Contractor warrants and represents that it and its employees or subcontractors and consultants are duly qualified, licensed, registered, and authorized by law to perform the Services under this Agreement.

11. CHANGES TO THE CONTRACT.

Changes can be made to the Contract in any one of the following ways:

11.1. Directed Change.

11.1.1. The VPA may order changes within the general scope of the Contract at any time by written Change Order issued to the Contractor. The Contractor shall comply with the Change Order upon receipt. The Contractor shall be compensated for any additional costs incurred as the result of such order and shall give the VPA a credit for any savings. Said compensation shall be determined by one of the following methods:

a. By mutual agreement between the parties in writing; or

b. By agreeing upon a unit price or using a unit price set forth in the Contract, if the

Services to be performed can be expressed in units, and the Contractor accounting for the number of units of Services performed, subject to the VPA's right to audit the Contractor's records and/or to determine the correct number of units independently; or

c. By ordering the Contractor to proceed with the Services and to keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided 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 VPA with all vouchers and records of expenses incurred and savings realized. The VPA shall have the right to audit the records of the Contractor as it deems necessary to determine costs or savings.

Any claim for an adjustment in price under this provision must be asserted by written notice to the VPA within thirty (30) days from the date of receipt of the written order from the VPA. 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 Disputes Clause of this Contract or, if there is none, in accordance with the disputes provisions of the VPA Procurement and Capital Outlay Manual. Neither the existence of a claim or a dispute resolution process, litigation or any other provision of this Contract shall excuse the Contractor from promptly complying with the changes ordered by the VPA or with the performance of the Contract generally.

11.2. Bilateral Change Order. The parties may agree in writing to modify the scope of the Contract.

Any 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.

Notwithstanding any other provisions of the Contract or any document referenced therein, the VPA's Head of Procurement or their designee are the only individual authorized to make changes in or redirect the Services required by the Contract. If VPA's approval is required under the terms of the Contract, it shall be construed to mean the approval of VPA's Head of Procurement or their designee. In the event the Contractor effects any change at the direction of any other person, the change shall be considered as having been made without authority, and no adjustment shall be made in the Contract price or delivery schedule as a result thereof.

11.3. No modification of change to, or addition to, the provisions of the Contract shall be effective unless in writing and signed by VPA.

12. ANTI-DISCRIMINATION. By entering into a Contract, the Contractor certifies to the Virginia Port

Authority that it will, conform to the provisions of the Federal Civil Rights Act of 1964, as well as the Virginia Fair Employment Contracting Act of 1975, the Virginians With Disabilities Act, and the Americans With Disabilities Act, all of which as may be amended from time to time.

In every contract over $10,000 the following provisions apply:

12.1. During the course of this Contract, the Contractor agrees that:

a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin, or disabilities, except where religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor will post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the nondiscrimination clause.

b. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer.

c. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting these requirements.

12.2. The Contractor will include the provisions of the above subparagraph in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

13. ANTI-TRUST. By entering into a contract, the Contractor conveys, sells, assigns, and transfers to the

VPA all rights, title and interest in and to all causes of the 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 services acquired by the VPA under said contract.

14. AUDIT. The Contractor hereby agrees to keep adequate records of any direct labor costs, indirect costs, and all other costs of the performance of this Contract and to retain all books, records, and other documents relative to this contract for five (5) years after final payment, unless notified of an audit by the VPA or the Commonwealth of Virginia. In case of notification of audit, the Contractor shall retain all records relating to the performance of this Contract until completion of the audit. The VPA, its authorized agents, and/or State auditors shall have full access to, and the full right to examine, any of said records during said period and in such an audit.

15. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH. A contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with the VPA 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, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provision of this section.

16. AVAILABILITY OF FUNDS. It is understood and agreed between the parties herein that the VPA shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

17. COMPLIANCE WITH ALL LAWS AND REGULATIONS. At the Contractor’s own cost and expense, it certifies that it shall comply with all applicable federal, state, and local laws, rules and regulations. Contractor shall secure and obtain any and all permits, licenses, and consents as may be necessary. Contractor shall be solely responsible for compliance with all federal, state, and local occupational health and safety laws with respect to its personnel and Subcontractors, and shall take reasonable steps for the safety and protection of all persons and to property on which the Services are to be provided that may be affected by Contractor’s activities. If Contractor observes any unsafe or dangerous conditions at the Property, it shall immediately report those conditions to VPA. Contractor acknowledges that Contractor has reviewed the VPA's health and safety rules for terminal patrons, the Port of Virginia Response Guide and safety policy (available at https://operations.portofvirginia.com/health-safety-environment/) and shall comply, and cause its Subcontractors to comply, with all requirements in such guidelines that relate to Contractor and/or its subcontractors while at the VPA’s facilities or otherwise performing the Service.

18. COOPERATION WITH THE WORK OF OTHERS AND ONGOING OPERATIONS. Contractor will cooperate with VPA and VIT personnel, and their other contractors and consultants' who may be working on the Worksite. Particular attention should be paid to such matters as safety, use and disruption of utilities, the allocation of storage and working space, parking, security and general policing of the Worksite.

https://operations.portofvirginia.com/health-safety-environment/

19. CONFIDENTIAL INFORMATION.

19.1. The Contractor shall keep in strictest confidence, and treat as proprietary to both VPA and VIT, all information that may be acquired in connection with, or as a result of, this Contract. During the term of the Contract and at all times thereafter, the Contractor shall not, without the prior written consent of VPA, publish, communicate, divulge, or use (except in the performance of the Contract itself) any such information unless it is in the public domain.

19.2. The Contractor shall give no indication of the provision of services to VPA in product literature or advertising without the advance written consent of the VPA.

20. CYBERSECURITY RESPONSIBILITY. Contractor shall maintain commercially reasonable administrative, technical, and physical safeguards to protect its systems and any VPA data from unauthorized access, disclosure, alteration, loss, or disruption. Contractor shall be responsible for, and shall indemnify and hold harmless the VPA, VIT, HRCP II LLC, the owners of VPA facilities, and their respective officers, directors, members, consultants, agents, and employees and from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) a cybersecurity incident, data breach, or unauthorized access involving Contractor systems; (b) Contractor’s failure to comply with applicable cybersecurity or data protection laws; or (c) unauthorized access to or disclosure of VPA, VIT, or HRCP II LLC data caused by Contractor’s acts, omissions, or failure to maintain appropriate security measures. Any limitation of liability in this Agreement shall not apply to Contractor’s obligations under this Section. Upon request, Contractor shall provide evidence of commercially reasonable cyber liability insurance coverage.

21. FORCE MAJEURE. It is mutually understood and agreed that neither party hereto shall be held responsible for damages caused by delay or failure to perform hereunder, when such delay or failure is due to fires, strikes, floods, hurricanes, tornadoes, snowstorms, epidemics, acts of God, acts of war or terrorism, legal acts of public authorities, or, delays or defaults caused by public carriers which cannot reasonably be forecast or provided against.

22. REMEDIES. The rights and remedies set forth herein shall be in addition to any other remedies provided by law, and waiver by VPA any provision hereunder or of a breach thereof by Contractor, shall not be deemed a waiver of future compliance thereof and such provision shall continue in full force and effect.

23. LIMITATION OF LIABILITY. To the extent permitted by applicable law, neither party will be liable to the other under this solicitation or resulting contract for any incidental, special or consequential damages, or damages from loss of profits, revenue, data or use of the supplies, equipment and/or services delivered under this Contract. In the event of Default on behalf of either party, the total liability owed to the other party shall not exceed the total applicable insurance coverage limit. This limitation of liability will not apply, however, to liability arising from: (a) personal injury or death; (b) defect or deficiency caused by willful misconduct or negligence on the part of the contractor; or (c) circumstances where the contract expressly provides a right to damages, indemnification or reimbursement.

24. OPERATING AUTHORITY AND CREDENTIALS. Wherever and whenever during the course of performing any Services under this Contract, the Contractor will ensure that all vehicles utilized to accomplish the terms of the Contract are properly titled, registered, plated and have the required operating authority and credentials in accord with the Code of Virginia.

25. PAYMENT TERMS. Invoices for services rendered or scheduled shall be submitted by the Contractor directly to AP-invoices@PortOfVirginia.com. All invoices shall reference the Contract Number and the/or the Purchase Order Number associated with the invoice. In the event Contractor is unable to email, invoices will be mailed to 1431 Terminal Boulevard, Norfolk, Virginia 23505. All invoices shall show the VPA Contract number; social security number (for individual contractors) or the federal employer identification number (for proprietorships, partnerships, LLCs, and corporations.) Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after receipt of a proper invoice or completion of delivery of the services for which payment is sought, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

mailto:AP-invoices@PortOfVirginia.com

26. PRECEDENCE OF TERMS.

26.1. The following order of precedence, with the first documents mentioned being the highest precedence, shall govern in the event of a conflict between the documents of the Contract:

a. Change Orders

b. Task Orders

c. Special Terms and Conditions;

d. General Terms and Conditions;

e. The Contract Articles;

f. Contractor's Scope of Services

26.2. If any discrepancy, ambiguity, divergence, inconsistency, deficiency, design or construction impracticality, or omission from, in or among any of the above documents is found, notice shall immediately be given by the party finding the same to the other party, specifying the discrepancy, ambiguity, divergence, inconsistency, deficiency, design or construction impracticality or omission, and the VPA shall issue instructions in regard thereto; provided, however, no such matter shall vitiate or impair the obligations of the Contractor under the Contract. No instruction given by the VPA under this clause shall amount to a change to the Contract, and the Contractor shall not be entitled to any extension of time or extra payment in respect thereof; the cost of implementing the instruction shall be deemed to be included in the Contract price.

27. CONTRACTOR RESPONSIBILITIES. The Contractor shall be responsible for completely supervising and directing the performance of Services under this Contract and that of all subcontractors, subconsultants, or suppliers that it may utilize with the prior written consent of VPA, using its best skill and attention. Subcontractors, subconsultants, and suppliers who perform work under this Contract shall be responsible to the Contractor. The Contractor agrees that it is as fully responsible for the acts and omissions of its subcontractors as it is for the acts and omissions of its own employees. Each subcontractor will be required to obtain an executed access agreement on VPA’s standard form and proof of the insurance required by this Contract. Contractor acknowledges that claims for additional time or change order based on delay due to subcontractors’ failure to provide either an executed access agreement or proof of necessary insurance required to gain access to VPA facilities will not be considered by VPA.

28. CONTRACTOR’S EMPLOYEES. The Contractor shall be subject to and operate under all applicable Federal and State laws regarding employer's liability, workmen's compensation, Federal social security, and unemployment compensation insurance. Employees of Contractor shall at a minimum be law-fully eligible to work at the location where they are employed by Contractor and shall satisfy any VPA requirements for citizenship, work eligibility or other similar status specified by the Contract Documents or any Task Order.

29. TAXES. Sales to the Commonwealth of Virginia, including the VPA, are normally exempt from State sales tax. State sales and use tax certificates of exemption, Form ST-12, will be issued upon request.

Deliveries against the Contract shall be free of Federal excise and transportation taxes. The Commonwealth's excise tax exemption registration number is 54-74-0076K.

30. DEFAULT. In case of failure to deliver services in accordance with the Contract terms and conditions, the VPA, after due written notice, may declare Contractor to be in default of this Contract and procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the VPA may have.

31. SUSPENSION. VPA may suspend Contractor’s Services, in whole or part, by written notice of suspension delivered to Contractor. Upon receipt of the notice of Suspension, Contractor will, suspend, delay, or interrupt all or a part of the performance of Services to the extent directed. Thereafter, Contractor will resume work upon the suspended activities only upon written notice from VPA.

Following the termination of any suspension, Contractor may submit a request to VPA for a Change Order for an extension of the Contract Time and/or Contract Price, if the period of the suspension was for a period in excess of 30 days.

32. TERMINATION.

32.1. The VPA may terminate this Contract in whole or part, or terminate the delivery of the Services contemplated hereunder, if (a) the Contractor fails to deliver the services in conformance with the provisions of this Contract by the date contracted for by the Contractor and VPA and such non-delivery continues for any significant period of time; (b) the Contractor breaches or otherwise fails to perform any of its other obligations under the Contract and fails to cure such nonperformance promptly after notice thereof from VPA and after a reasonable time to cure such non-performance; (c) Contractor is or becomes insolvent or unable to pay its debts as they become due; (d) any bankruptcy or insolvency proceeding is commenced by or against Contractor; or (e) application is made for appointment of a receiver or custodian for the Contractor or any of Contractor's properties, or for an assignment for the benefit of Contractor's creditors. The duration of any such suspension shall continue only until such time as the aforementioned events continue to exist. Any termination or suspension by VPA shall be without prejudice to any claims for damages or other rights of the VPA against Contractor.

32.2. VPA may, after seven (7) days’ written notice to Contractor of default of its obligations under the Contract, and upon Contractor’s failure within that time to substantially commence and thereafter continuously and diligently proceed to cure such default, have the right to take over the Services or any such part or parts thereof and complete the Services or such part of the Services or, at its option, employ others to complete the Services, and charge the cost thereof to Contractor. If after commencing to cure, Contractor, ceases to continuously and diligently proceed, VPA may exercise the rights set forth above without further notice of any kind to Contractor. In any such completion, the replacement engineering firm shall have the right to use any Contractor information, and Contractor shall not be entitled to any further payment until all of its Services has been completed.

32.3. Following a declaration of Contractor default, VPA may procure replacement services from another Contractor, and recover the excess costs of performance of the Services from Contractor. If the amount which would have been paid to Contractor for the completion of all Services hereunder, less all previous payments made to Contractor, shall exceed the actual and necessary expense of finishing, including as a part of such cost and expense attorneys’ fees, damages incurred through the default of Contractor and such excess shall be paid by VPA to Contractor. However, if such cost and expense shall exceed the amount which would have been paid to Contractor for completion of all Services hereunder, Contractor shall be liable for and shall pay the difference to VPA.

33. TERMINATION FOR CONVENIENCE.

The VPA may cancel this Request for Proposals at any time prior to an award, and is not required to furnish a statement of the reason why a particular proposal was not deemed to be the most advantageous. The VPA may terminate any Agreement(s) resulting from this solicitation at any time, for any reason or for no reason, upon thirty (30) days advance written notice to the Contractor(s). In the event of such termination, the Contractor(s) shall be compensated for Services performed prior to termination.

34. TIME FOR PERFORMANCE OF SERVICES. Time is of the essence of this Contract. Contractor shall provide the Services required by this Contract in a timely manner and in conformance with an agreed Project Schedule, Task Order, or other direction of VPA.

35. DELAYS BY CONTRACTOR. If the progress or completion of the Project is delayed by reason of any error, inconsistency, or omission of Contractor which violates its standard of care, Contractor shall compensate VPA for and indemnify it against all damages that may accrue as a result of such delay, except as otherwise provided in this Contract. In addition, Contractor shall provide Services at its own cost, including any overtime costs and expenses, required to make up time lost to VPA because of such delay.

36. DELAYS BY VPA. If Contractor is delayed in the performance of its Services by any act or omission of VPA or by changes ordered by VPA which are due to causes beyond Contractor’s control, or by a delay authorized by VPA pending dispute resolution, then the time allotted in the Project Schedule for Contractor’s Services shall be extended for the period of such delay or VPA shall authorize and approve Contractor to work to make up such lost time. Contractor may seek an equitable adjustment under this Agreement. Contractor shall provide prompt written notice to VPA of such delay after Contractor first recognizes such delay.

37. SCHEDULE FOR DELIVERY OF SERVICES. To be specified in Special Terms and Conditions.

38. INSURANCE. To be specified in Special Terms and Conditions.

39. TESTING, INSPECTION AND ACCEPTANCE. VPA or VIT, through any authorized representatives, shall have the right at all reasonable times to:

39.1. Inspect, or otherwise evaluate the quality or any other aspect of the Deliverables, Services performed, or the safety measures employed in the being performed hereunder and the premises in which it is being performed.

39.2. If the quality of any Deliverable, or Service is not in accordance with the requirements of this Contract, VPA may reject such Service and require correction or reperformance by Contractor, at its sole cost.

39.3. Upon the completion of the Services, or any part thereof, VPA will upon request issue a written acceptance of same. Acceptance of and payment for any such Deliverables, or Services shall not operate to waive any rights VPA may have under this Contract, including any rights to require correction of the Services if latent defects are discovered, or to maintain an action for breach or default of Contractor’s obligations under the Contract.

40. LABELING OF HAZARDOUS SUBSTANCES. If the Services provided pursuant to this Contract involve the use or provision on VPA facilities of "Hazardous Substances" as defined federal or state laws or regulations, or local ordinances, of the United States Code, then the Contractor shall ensure that the items or products to be delivered under this Contract shall be properly labeled as required by applicable law and regulations, the foregoing sections and that by delivering the items or products the Contractor.

41. VPA’S RIGHTS IN DELIVERABLES AND INSTRUMENTS OF SERVICE.

41.1. Contractor represents that it is not aware of any copyright, patent, trademark, trade secret or other proprietary right that would be infringed upon in providing the Deliverables, Services required under this Contract. Contractor shall indemnify and save VPA and VIT harmless from any and all claims, suits, liability, expense or damages for any alleged or actual infringement of any copyright, patent, trademark, trade secret or other proprietary right arising in connection with the Deliverables, or Services, provided by the Contractor under this agreement.

41.2. VPA shall receive full ownership rights, to the extent Contractor is able to convey same, to all Deliverables or other work product, upon payment for same under the terms of this Contract.

Such rights shall include all rights under copyright and trade secret

41.3. To the extent VPA does not acquire full ownership rights as provided above, upon payment as required under this Contract, Contractor hereby grants to VPA and VIT, an unlimited, royalty-free, perpetual license to use, modify, copy, distribute, or prepare derivative works from Deliverables or other work product prepared by Contractor, of every kind and nature whatsoever in and to discoveries, inventions, improvements, ideas, notes creations and all other proprietary rights arising from or, in any way related to the Services required under this Contract. Such license is limited to use by VPA or VIT for its facilities and operations, and not for commercial sale or use at or on facilities or projects other than those of the VPA and

VIT.

41.4. In the event of a termination of this Contract due to Contractor’s default, VPA shall have the right to use, copy, distribute, and to make derivative works of the Deliverables or other work product to complete the Project,

41.5. Any use by VPA or…