844780mowNN.pdf

INVITATION FOR BIDS

IFB No. 27-1514-0508

Title: DENBIGH LANDFILL GROUNDS MAINTENANCE AND MOWING

SERVICES

Issue Date: September 22, 2026

Bids Due: October 9, 2026 at 3:00 pm

The City of Newport News (the “City”) is seeking bids from qualified firms (the “Bidder” or

“Contractor”) to furnish the goods and/or services described herein and bids will be received at https://secure.procurenow.com/portal/nnva/, through the due date and hour shown above (local prevailing time).

Contracting Officer: Barachiah Gonzales, Contract specialist gonzalesbe@nnva.gov

Assistant: Tionna Cloud, Procurement Services Specialist cloudtc@nnva.gov

Office of Purchasing

City of Newport News

2400 Washington Avenue, 4th Floor

Newport News, Virginia 23607

757-926-8721

City of Newport News

INVITATION FOR BIDS

Denbigh Landfill Grounds Maintenance and Mowing Services

I. Introduction II. Specifications

III. Contract Specific Terms and Conditions IV. Standard Terms and Conditions V. Insurance Requirements

VI. Bid VII. Vendor Questionnaire

Attachments:

A - DENBIGH LANDFILL GRASS CUTTING EXHIBIT

B - Sample Contract

IFB #27-1514-0508 Denbigh Landfill Grounds Maintenance and Mowing Services

1. Introduction

1.1. Summary

The City of Newport News (the “City”) is seeking bids from qualified firms (the “Bidder” or

“Contractor”) to furnish the goods and/or services described herein and bids will be received via the City’s e-Procurement Portal, OpenGov Procurement

(https://secure.procurenow.com/portal/nnva), to be received no later than Friday, October 9, 2026 at 3:00 pm (local prevailing time).

The purpose of this Invitation for Bids (IFB) is to solicit bids to furnish/provide recurring vegetation maintenance and mowing services at the Denbigh Landfill, a closed municipal solid waste landfill subject to post-closure care requirements.

1.2. Background

The Denbigh Landfill includes approximately 79 acres of vegetated final cover requiring recurring maintenance. The site includes top benches, side slopes, toe areas, drainage swales, access roads, landfill gas wells, monitoring wells, valve vaults, and stormwater structures.

Post-closure care commenced on January 11, 2001, and is required for 30 years. Post-closure obligations include maintaining the final cover and vegetation; repairing settlement, subsidence, and erosion; and maintaining the leachate collection, groundwater monitoring, and gas monitoring systems. City staff conduct and document monthly inspections, and the Virginia

Department of Environmental Quality may inspect the site for regulatory compliance.

The current need is to establish an ongoing contract with a qualified contractor that has specialized low-ground-pressure and slope-mowing equipment capable of maintaining the site without damaging the landfill cap.

1.3. Timeline

Release Project Date: September 22, 2026

Pre-Bid Conference/Site Visit (Non-Mandatory): September 30, 2026, 10:00am

Recovery Operations Center - 520 Atkinson

Blvd, Newport News, VA 23608

Question Submission Deadline: October 1, 2026, 1:00pm

Bid Submission Deadline: October 9, 2026, 3:00pm

Bids will be publicly opened on the due date and time as specified herein, in the Office of

Purchasing. A virtual attendance option is also available by using the link below.

https://teams.microsoft.com/meet/29101023

6703339?p=gw0k7vACuRIQkkFD8t https://secure.procurenow.com/portal/nnva https://teams.microsoft.com/meet/291010236703339?p=gw0k7vACuRIQkkFD8t https://teams.microsoft.com/meet/291010236703339?p=gw0k7vACuRIQkkFD8t

1.4. Contact Information

Project Contact:

Barachiah Gonzales

Contract specialist

2400 Washington Ave, Newport News, VA 23607

Email: gonzalesbe@nnva.gov

Phone: (757) 926-8031

Secondary Contact:

Tionna Cloud

Procurement Services Specialist

2400 WASHINGTON AVENUE

NEWPORT NEWS, VA 23607

Email: cloudtc@nnva.gov

Phone: (757) 926-8041

2. Specifications

2.1. Project Overview

Approximately 79 acres of vegetated landfill cap require routine mowing to maintain vegetation cover, protect the landfill cap, maintain drainage features, and support compliance with Virginia

Department of Environmental Quality (DEQ) post-closure care requirements.

2.2. Site Description

Typical site characteristics include:

• Elevation range approximately 55 ft to 101 ft MSL.

• Typical slopes up to 3H:1V (≈18°)

• Landfill gas wells and monitoring wells

• Stormwater swales and drainage channels

• Access roads for maintenance equipment

2.3. Scope of Services

The Contractor shall provide all labor, supervision, equipment, fuel, and materials necessary to perform vegetation maintenance including:

• Routine mowing of landfill cap areas

• Trimming around landfill infrastructure

• Monitoring and reporting woody vegetation growth

• Maintaining visibility of wells and drainage structures

• Reporting erosion, settlement, or unusual site conditions

2.4. Mowing Requirements

Vegetation shall be maintained between 6 inches and 12 inches in height.

The City anticipates approximately 3–5 mowing cycles per year depending on growing conditions.

2.5. Safety Requirements

Contractor shall comply with OSHA regulations and applicable safety standards.

Operators shall not operate equipment beyond manufacturer slope ratings. Remote controlled or specialized slope mowing equipment shall be used where necessary to ensure operator safety.

2.6. Equipment Requirements

Equipment operating on the landfill cap shall be low ground pressure equipment appropriate for landfill cover systems.

Acceptable equipment typically includes:

• LGP tracked flail mowers

• Remote-controlled slope mowers

• Walk-behind flail mowers

• Hand trimming equipment

Contractors shall provide equipment specifications including ground pressure and slope capability.

2.7. Landfill Protection Requirements

A. Cap Protection – Contractor shall protect the landfill cover system and avoid operations that cause rutting or soil disturbance.

B. Slope Safety – Equipment used on landfill slopes must be rated for safe operation on slopes up to 3H:1V.

C. Weather and Soil Conditions – Contractor shall not perform mowing when soils are saturated or conditions that cause rutting or erosion.

D. Infrastructure Protection – Contractor shall avoid damage to landfill wells, drainage features, and inspection structures.

E. Vegetation Monitoring – Contractor shall notify the City if woody vegetation or trees are observed on the landfill cap.

F. Herbicide and Vegetation Removal Authorization - Contractor shall obtain City authorization before any herbicide application or woody vegetation removal.

2.8. Map Reference – Denbigh Landfill Mowing Zones

A site map identifying mowing zones and approximate acreages is attached to this solicitation.

Contractors shall review the map prior to submitting proposals.

3. Contract Specific Terms and Conditions

3.1. Questions

Questions regarding this Invitation for Bid (IFB) must be submitted in writing through the

OpenGov Procurement Question/Answer Tab via the City's e-Procurement portal, on or before, Thursday, October 1, 2026 by 1:00 pm. Please include the section title for each question, if applicable, in order to ensure that questions asked are responded to correctly. All questions submitted and answers provided shall be electronically distributed to bidders following this solicitation on the City's e-Procurement Portal received prior to the date and time as provided for in this solicitation.

3.2. Pre-Bid Conference

A pre-bid conference is scheduled related to this Invitation for Bid on Wednesday, September

30, 2026 at 10:00 am at:

Recovery Operations Center - 520 Atkinson Blvd, Newport News, VA 23608

Attendance at the pre-bid conference is non-mandatory in order for a bid to be considered for award.

3.3. Site Visit

A site visit is scheduled related to this IFB on Wednesday, September 30, 2026, 10:00 am at:

Recovery Operations Center - 520 Atkinson Blvd, Newport News, VA 23608

3.4. Contractor Qualifications

Firms shall have the capability in all respects to fully perform the services or provide the goods specified and have the experience necessary to assure good faith performance of the contract.

Offerors shall have the experience necessary to perform the services safely and protect the landfill final cover system.

3.5. Method of Award

The City will make a Single Award, based on the Total Bid, to the lowest responsive and responsible Bidder.

3.6. Contract/Agreement

Following award, a contract will be executed between the Contractor and the City. A sample contract is included in this Invitation for Bid. Do not return the sample contract with the bid; it is provided for informational purposes only.

3.7. Contract Modifications

Any modifications made to the contract must be approved by the Office of Purchasing in advance. The City and the Contractor must mutually agree to modify the terms, conditions, scope or prices/costs contained in the contract before modifications are implemented.

3.8. Contract Period/Renewal

The initial contract period will be for one (1) year from date of award with the option to renew, at the City’s sole discretion, for four (4) additional one (1) year periods.

A contract extension, under the terms and conditions contained herein, may be considered for up to six (6) months following the end of the final one year renewal period upon mutual agreement of the City and Contractor.

3.9. Price Escalation/De-Escalation

Price adjustments may be permitted for changes in the Contractor’s material/service costs, not to exceed the change of the Consumer Price Index (CPI) for Gardening and lawncare services in

U.S. city average, all urban consumers, Series: CUUR0000SEHP02, not seasonally adjusted, as published by the United States Bureau of Labor Statistics for the latest twelve months for which final (i.e. non-preliminary) statistics are available. The nearest comparable index will be utilized if data for the specified index is no longer available.

A price adjustment may be requested after the initial contract period and each renewal period thereafter, and only after verification and approval by the Office of Purchasing. Price adjustment requests shall be submitted to the Office of Purchasing for consideration. Other City departments are not authorized to approve price adjustments. The index change for a given period shall be calculated as follows: ((Most Current Non-Preliminary Final Index - Previous Index) / Previous

Index) * 100 = Percentage Change.

The Contractor shall provide a minimum of 30 days advance notice (“advance notification period”) of any price increase to the Office of Purchasing. An approved price adjustment will be effective at the beginning of the calendar month following the end of a full 30 day advance notification period. (For example, Contractor requests a price increase on August 15. Office of

Purchasing reviews and approves the request. New prices will be effective October 1).

The Contractor shall submit a written request for a price adjustment (email, facsimile, or US

Mail) to the Office of Purchasing. Evidence/proof of price change from the manufacturer or other relevant source shall accompany the request. Price adjustments are not automatic and are subject to approval by the Office of Purchasing. If an adjustment is approved by the City, price increases may be limited to a maximum of 5% for each increase period.

Any manufacturer price decreases are subject to implementation at any time and shall be immediately conveyed to the City.

The City reserves the right to request a reduction in price based on economic factors or market conditions during the contract term according to changes in the specified index or other factors.

Consumer Price Index or Producer Price Index information and detailed statistics including current percentage changes can be accessed at http://www.bls.gov/cpi or http://www.bls.gov/ppi.

3.10. Method of Ordering

The City will issue a Blanket Purchase Order; the Contractor shall provide goods or services on an as requested basis from the user department..

The City operates on a fiscal year basis from July 1 through June 30 of each year. Should

Blanket Purchase Orders be issued, they may be valid up to the end of the current fiscal year.

New purchase order(s) are issued at the beginning of each fiscal year to cover the remainder of the then current contract period.

3.11. Quantities

The quantities stated are estimated annual quantities and are provided as a general guide for submitting bids and are not guaranteed. Actual quantities purchased may be more or less than those specified.

3.12. Invoicing and Payment

Invoices shall be sent to: Department of Finance, Accounts Payable, 2400 Washington Avenue, 6th Floor, City Hall, and Newport News, VA 23607. No service fees or additional costs will be http://www.bls.gov/cpi http://www.bls.gov/ppi paid by the City during the term of the contract unless allowed in the contract.

Payment will be authorized following receipt of a valid invoice which must minimally include the Purchase Order Number, Purchase Order Line Item Number(s), Contract number (if provided by the City), Description of Goods and Services, Delivery Date(s) of Goods or Services, Unit

Prices and Total Price. Invoices may be submitted Following Completion of Services.

3.13. Insurance

The Contractor shall maintain adequate liability insurance, which shall protect and save harmless the City of Newport News, Virginia, and its officials from all suits and actions of every kind and description arising from injury or damage to persons and property in the prosecution of said work or in failure to properly safeguard same, and from all claims arising under the workmen's compensation laws. Following award of the contract, the Contractor shall furnish proof of said insurance prior to commencement of services.

Prior to submitting a bid, ensure that your firm fully understands the City’s insurance requirements, your carrier is properly rated and that your carrier can provide the required insurance and endorsements.

Contractor shall have seven (7) days from the date of the City’s request to provide insurance certificates and endorsements. Failure to provide the certificates and endorsements within this timeframe may be cause for the City to rescind award of a contract and hold the original

Bidder/Offeror liable for excess costs.

Insurance requirements are specified herein in Section titled Insurance Requirements.

3.14. Scheduling and Delays

The parties to a contract resulting from this IFB acknowledge that all or part of the work to be performed hereunder may be delayed and extended at the option of the City. Such delays may be caused by delays, denials and modifications of the various state or federal permits, or for other reasons. The City shall not be required to pay any of the Contractor’s direct or indirect costs, or claims for compensation, extended overhead, or other damage or consequential damages arising out of or related to any delays or interruptions required or ordered by the City. If the City delays the project for any reason for a continuous period of ninety (90) days or more, the City and

Contractor will negotiate a mutually agreeable adjustment to the Contractor’s award amount.

https://secure.procurenow.com/portal/nnva/projects/297099/document?section=undefined

4. Standard Terms and Conditions

4.1. Pre-Bid and Bid Submission Requirements

A. 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 Invitation for Bid (also referred to “solicitation” herein) is expressly forbidden. Violation of this directive may result in a determination that the Bidder is ineligible for award.

B. All bids shall be submitted sealed via the City’s e-Procurement Portal, OpenGov Procurement and be received no later than Friday, October 9, 2026 at 3:00 pm. Fax and Email transmittals will not be considered. Bids 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 bid will not be considered for award.

C. Bids will be publicly opened on the due date and time as specified herein, in the Office of

Purchasing. A virtual attendance option is also available by using the link in the Timeline Section of this Invitation for Bids. A bid tabulation will be posted as soon as practical.

D. All bids shall be submitted in accordance with this Invitation for Bids. The Bidder may attach any additional information with the bid, in the space provided.

E. All bids must be submitted by an officer or employee having the authority to sign on behalf of the firm.

F. Failure to provide a bid from an authorized representative shall be cause for rejection of the bid.

G. 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.

H. The Terms, Conditions and Specifications in this Invitation for Bid shall supersede any terms and conditions offered by the Bidder. Any additional conditions a Bidder intends to be considered must be submitted with the bid and be noted as an exception, however, exceptions may result in the bid being determined non-responsive. All Terms, Conditions and Specifications will be incorporated by reference and be part of the contract following award.

I. Failure to use the forms provided may be cause for rejection of the bid.

J. The viability and accessibility of the Bidder’s submitted attachments is entirely the responsibility of the Bidder. Attachments that are not accessible cannot be considered during the review and evaluation of the bid, which may result in that bid being determined non-responsive and not being further considered for award.

K. Each bid shall be submitted with the understanding that, upon acceptance by the City, the

Bidder shall furnish any or all of the goods and/or services described herein. The accepted bid shall constitute a contract between the Bidder and the City and shall bind the Bidder to furnish and deliver the goods and/or services at the stated prices and in accordance with the Terms, Conditions and Specifications of the Invitation for Bid and bid. The City shall order the goods and/or services from the Bidder at the stated prices except for reasons beyond reasonable control including but not limited to availability of funds and the Contractor’s inability to deliver goods or services within the required timeframe.

L. Submission of a bid is not to be construed as an award or an order to ship.

M. A bid by the Bidder 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 bid. Suspension or debarment may disqualify the Bidder from award of a contract.

N. Bidders have the right to request withdrawal of their bids from consideration due to error by giving written notice not later than two business days after bids are publicly opened. Work papers showing evidence of error(s) may be required.

4.2. Addenda

Changes or supplemental instructions to this Invitation for Bid will be posted online with this solicitation. It is the Bidder's responsibility to check for addenda prior to the bid 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 IFB on OpenGov Procurement.

All Bidders shall acknowledge receipt of Addenda with the bid. Acknowledgement of all

Addenda shall be completed in OpenGov Procurement. If all Addenda are not acknowledged, the bid may not be accepted and be deemed non-responsive.

4.3. Notification

This solicitation is posted on eVA, Virginia’s eProcurement Portal (www.eva.virginia.gov) and is available for free download. A direct link to all City of Newport News solicitations on eVA is located at www.nnva.gov/691 or from the Office of Purchasing webpage

(www.nnva.gov/purchasing) by selecting Solicitations from the left side bar. Bidders and potential subcontractors may communicate and collaborate using the B2B Connect through the

B2B Connect tab on the eVA solicitation webpage.

Note: The City of Newport News utilizes eVA to post solicitations. Purchase Orders will be issued directly from the City’s electronic procurement system.

4.4. Award

A. Award will be made to the lowest responsive and responsible Bidder (reference Method of

Award provision contained herein). The ability, capacity, skill, character, integrity, reputation, judgement, experience, efficiency, ability to perform within the time specified, quality of performance of previous contracts, financial resources, suitability of goods or services to particular purpose and future maintenance and service and any exceptions noted will be taken into consideration in making an award.

B. The City may request additional information and make reasonable investigations as deemed proper and necessary to determine the ability of the bidder to perform the services/furnish the goods and the bidder shall provide the City information and data for this purpose. The City may inspect physical facilities if deemed necessary. The results of investigations and inspections may result in rejection of the bid. In addition, the City reserves the right to conduct any test/inspection deemed necessary to assure goods and services conform to the specifications.

C. The City reserves the right to reject any bid in whole or in part and to delete items before making an award when the City determines that any of the bid prices are significantly unbalanced to the potential detriment of the City and for other reasons when in the City’s best interest.

D. The City reserves the right to waive any informality if it is determined to be in the best interest of the City.

E. In the event of an error or inconsistency between the unit price(s) and the extension of prices, the unit price(s) shall govern.

F. If the bid from the lowest responsive and responsible Bidder exceeds available funds, the

Purchasing Agent or designee may negotiate with the apparent low Bidder to obtain a contract price within available funds.

G. A Bidder 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 Bidder is not a responsible Bidder. 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 Bidder appeals within ten (10) days of the written decision by invoking the administrative procedures established by the Purchasing Agent.

H. 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.

4.5. Public Inspection of Records

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 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 that the Purchasing Agent 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.

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.

4.6. Notices and Communications

Notices and communications related to the contract resulting from this Invitation for Bid 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.

4.7. Availability of Funds

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).

4.8. Authorization to Transact Business in Virginia

All Bidders 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 Bidder 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 bid a statement describing why the Bidder 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.

4.9. Cooperative Purchase

If authorized by the Bidder, the contract resulting from this Invitation for Bid may be extended to other public bodies, agencies or institutions within the United States to purchase at the contract prices, 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 the jurisdictions of the availability of contract(s), if desired. Bidders who do not wish to extend the prices, terms and conditions to other public bodies shall so indicate in the bid.

4.10. Small, Women-Owned, Minority-Owned, and Service Disabled Veteran- Owned Business Requirements

The City of Newport News desires to facilitate the establishment, preservation, and strengthening of small businesses and businesses owned by women, minority individuals, service disabled veterans, military family-owned businesses and employment services organizations, and to encourage their participation in the City's procurement activities. The City of Newport News https://www.scc.virginia.gov/ 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.

4.11. Faith Based Organizations

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

4.12. Non-Discrimination

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

A. It will not discriminate against any employees or applicants for employment because of race, religion, color, sex, sexual orientation, gender identity, 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.

B. The Contractor will be and state that he is an equal opportunity employer in all solicitations or advertisements for employees.

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

D. The Contractor will include the provisions of the foregoing paragraphs (a), (b) and (c) in every subcontract or Purchase Order of over ten thousand dollars ($10,000) so that the provisions will be binding upon each subcontractor or vendor.

4.13. Drug Free Workplace

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.

4.14. Procurement of Imported Goods; Forced and Indentured Child Labor Prohibition

During the performance of a contract with the City, the Contractor agrees that it will not use forced or indentured child labor in the performance of a contract that exceeds $10,000 and that the Contractor will include this provision in every subcontract or purchase order of over $10,000 so that the provision is binding upon each subcontractor or vendor. “Forced or indentured child labor” means all work or service (i) exacted from any person younger than 18 years of age under the menace of any penalty for the nonperformance of such work or service and for which such person does not offer himself voluntarily or (ii) performed by any person younger than 18 years of age pursuant to a contract the enforcement of which can be accomplished by process or penalties.

4.15. Payment Terms

A. Payment terms shall be “Net 30 Days" unless otherwise stated by the Bidder on the Bid Form.

Alternate terms may be offered for prompt payment of bills.

B. 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.

C. 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.

D. If offered by the Bidder, 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.

E. The date of postmark shall be deemed as the date of payment in all cases where payment is made by mail.

F. The City does not make advance payments for goods or services by practice.

4.16. Contractor Obligation to Pay Subcontractors (§ 2.2-4354 of the Code of Virginia)

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:

A. 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

B. 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:

A. 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.

B. 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.

C. 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.”

D. 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).

E. 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.

4.17. Taxes

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.

4.18. Hold Harmless and Indemnification

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.

4.19. Interpretation of Specifications

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.

4.20. Laws and Regulations

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.

4.21. Governing Law and Venue

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.

In accordance with § 2.2-4311.3 of the Code of Virginia: No term or provision in any public contract for the acquisition of information technology goods or services shall be valid or enforceable to the extent that it is in conflict with Virginia law. A public contract containing such a term or provision shall otherwise remain enforceable. Any term or provision in a public contract that (i) makes the public contract subject to, governed by, or interpreted under the laws of another state or country or (ii) requires or permits any litigation or other dispute resolution proceeding arising from the public contract to be conducted in another state or country shall be void. Such public contract shall instead be deemed to provide for the application of the law of the

Commonwealth of Virginia, without regard to such contract's choice of law provisions, and to provide for jurisdiction in the courts of the Commonwealth.

4.22. Rights Under Anti-Trust Laws

The Bidder 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 bid. This provision is remedial in nature and is to be liberally construed by any court in favor of the City.

4.23. Immigration Reform and Control Act of 1986

The Bidder 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.

4.24. Assignment of Contract

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

4.25. Default

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.

4.26. Termination for Convenience

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.

4.27. Termination for Cause

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.

4.28. Contractual Disputes and Claims

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.

4.29. Force Majeure

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.

4.30. Rights and Remedies not Waived

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.

4.31. Severability

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.

4.32. Independent Contractor

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.

4.33. Conflict

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.

4.34. Non-Exclusive Contract

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.

4.35. Records and Inspection

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.

4.36. Entire Agreement

The contract resulting from this solicitation and any additional or supplementary documents incorporated herein by reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. This contract shall not be modified, altered, changed or amended unless in writing and signed by the parties hereto.

5. Insurance Requirements

5.1. General Insurance Requirements

A. The Contractor shall procure and maintain, at its own expense, and with a company or companies acceptable to the City, the minimum insurance coverages set forth below.

The Contractor shall place their insurance program with an insurance company rated “A” or above by A. M. Best and authorized to do business in Virginia. Contractor and any Subcontractor shall maintain all insurance until the completion of the contract/agreement period. Prior to performance under the contract/agreement, the

Contractor shall provide

Certificates of Insurance to the Office of Purchasing. Failure by the Contractor to provide these certificates before commencing performance may constitute grounds for termination for default. Such certificates of insurance shall evidence that the below listed insurance is in effect, and that not less than thirty (30) days’ prior written notice (10 days’ for non-payment) will be given to the City in the event of modification, cancellation, or non-renewal of any such insurance coverage.

B. The Contractor shall be responsible for reviewing and ensuring any and all Subcontractors comply with all of the insurance provisions contained herein and that said insurance is maintained as specified. The Contractor shall provide copies of any and all Subcontractor insurance policies and / or Certificates of Insurance and required endorsements upon request by the City.

C. The Contractor shall purchase and maintain during the life of this contract/agreement and as stated herein such Commercial General Liability Insurance including product and completed operations liability insurance as will provide protection from Contractor’s performance of the

Work and Contractor’s other obligations under the contract/agreement, whether such performance is by Contractor, or by Subcontractor, by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable and shall otherwise bear responsibility thereto. Insurance coverage for bodily injury and property damage, including insurance on vehicles and equipment, shall be with the same company. Contractor also agrees that their insurance is primary.

D. Other insurance may be required depending on the scope of work presented, and such requirements shall be included in the solicitation.

The City of Newport News shall be an Additional Insured in all such policies.

5.2. Insurance Requirements

The Contractor shall carry the required amounts of insurance specified below throughout the contract/agreement period except the liability and products/completed operations shall be maintained for a period of five (5) years after the final completion of the Contractor’s work or through the statute of repose or statute of limitations period(s) applicable to any claims against Contractor, whichever is greater. The Contractor shall submit a Certificate of Insurance and appropriate endorsements certifying coverages:

Such certificates shall provide that the Insurance will not be canceled or reduced without prior notice to the City.

5.3. Commercial General Liability

The minimum Limit of Liability shall be:

Bodily Injury per person / occurrence (BI) $1,000,000

Property Damage per occurrence (PD) $1,000,000

If Policy has Aggregate Provisions –

Minimum Annual Aggregate Limit $1,000,000

5.4. Automobile Liability

For Owned,…