847865hullNfk.pdf

Invitation for Bids

IFB 11143-0-2027/TN, Battleship Wisconsin Underwater Hull Survey, Inspection, Cleaning, Maintenance, and Repair Services

Issued: October 8, 2026

Bid Opening Date and Time: November 5, 2026, 2:00 PM Eastern Time

The City of Norfolk is seeking a responsible vendor to provide underwater hull survey, inspection, cleaning, maintenance, and repair services according to the terms, conditions, and specifications of this solicitation.

OFFER TO CONTRACT

By submitting this bid the undersigned (the “Bidder” or “Contractor”) offers to provide the City of Norfolk, VA, a municipal corporation chartered by the Commonwealth of Virginia (the “City”), with the goods and/or services specified in this solicitation in accordance with the terms, conditions and requirements specified herein at the prices bid. The signature below shall be provided by an agent authorized to bind the company. Failure to execute this portion may result in bid rejection.

Bidder’s Legal Name:

Bidder Address:

Virginia State Corporation Commission Number:

Authorized Agent Signature:

Authorized Agent Name (Printed):

Authorized Agent Title:

Authorized Agent Contact E-mail:

Authorized Agent Contact Phone:

Date:

2 | P a g e

TABLE OF CONTENTS

SECTION I – SCOPE OF SERVICES

SECTION II – INSTRUCTIONS TO THE BIDDER

SECTION III – CONTRACT TERMS AND CONDITIONS

SECTION IV – ATTACHMENTS

ATTACHMENT A – ANTI-COLLUSION STATEMENT

ATTACHMENT B – ETHICS IN PUBLIC CONTRACTING

ATTACHMENT C – NON-DISCRIMINATION

ATTACHMENT D – CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED

DEBARMENT, AND OTHER RESPONSIBILITY MATTERS

ATTACHMENT E – COMPLIANCE WITH FEDERAL IMMIGRATION LAW

ATTACHMENT F – COMPLIANCE WITH STATE LAW – AUTHORIZATION TO TRANSACT BUSINESS IN

THE COMMONWEALTH

ATTACHMENT G – EQUAL OPPORTUNITY BUSINESS STATUS

ATTACHMENT H - WISCONSIN ICCP SYSTEM ……………………………………………………………………………. 32

3 | P a g e

SECTION I – SCOPE OF SERVICES

1. PURPOSE:

The City is seeking a responsible vendor to provide underwater hull survey, inspection, cleaning, maintenance, and repair services on the Battleship Ex-Wisconsin (“Battleship”), according to the terms, conditions, and specifications of this solicitation.

All qualified bidders are invited to respond to this Invitation for Bids by submitting a bid consistent with the terms, conditions, and specifications stated herein.

The contracts resulting from the solicitation will be awarded to the vendors that submit the lowest bid for each of the line items in the Bid Form.

2. BACKGROUND:

The Department of the Navy donated the decommissioned USS Wisconsin to the City as a static museum and memorial with public access to the vessel. The Battleship is located next to Nauticus Maritime Museum in downtown Norfolk, Virginia. The City has an established maintenance and restoration plan that includes appropriate underwater testing and inspection of the hull, and such maintenance will permit the deferral of the requirement for dry-docking for an extended period of time.

3. SCOPE OF WORK:

a. INSPECTION SERVICES

The Contractor shall perform dive inspections twice a year, at a minimum, ("swim-by") to determine hull conditions and determine the need for cleaning and/or repair. Cleaning of the hull is only necessary on the Battleship when biological growth prevents divers from ascertaining the watertight integrity of underwater sea chest blanks, stern tube.

The Contractor shall maintain a comprehensive box blank surveillance program to include a once annual full inspection of all existing sea chest blank attachment areas (Quantity – 164 box blanks) and stern tubes for corrosion and/or water intrusion. Box blanks shall be cleaned as part of ultrasonic testing and inspection.

The Contractor shall submit a report detailing the findings of each inspection. The report shall include recommendations regarding hull cleaning, and recommendations for any additional repairs to any underwater components or coverings that may be needed, with photographic documentation.

The Contractor shall conduct a post-inspection survey of underwater hull conditions and document and report to the City noted changes in the hull.

b. MAINTENANCE SERVICES

When authorized by the City, the Contractor shall perform any required hull cleaning in accordance with the current edition of Naval Sea Systems Command (NAVSEA) S9086-CQ-STM-10 Chapter 81, "Waterborne Underwater Hull Cleaning of Navy Ships" and Chapter 28, "Pollution Prevention.”

4 | P a g e

The Contractor shall provide at least twice during a calendar year, a survey of the Impressed Current Cathodic Protection (“ICCP”) System. The Contractor shall inspect and, if necessary, clean the hull-mounted ICCP System in accordance with NAVSEA S9086-CQ-STM-10 Chapter 19, "Cathodic Protection System." These services can be performed at the time of other services being rendered to the City. Reference Attachment H for Wisconsin ICCP System.

c. REPAIR SERVICES

The Contractor shall, with the specific approval of the City, conduct underwater repairs, to include welding and painting around sea chest plates using Hycote-type underwater paint and general flat-hull paint system repairs, also using Hycote-type underwater paint. The Contractor shall submit a final report of findings and actions completed to the City. The report shall include photographic evidence of conditions before and after any actions taken, including cleaning and all repairs.

The Contractor shall perform services as requested. The Contractor shall respond to all emergency calls from the authorized City staff within 24 hours from notification from the City for emergency service. Non-emergency services shall have the response deadline of 48 hours.

The Contractor shall diagnose the hull for needed work and provide a written cost estimate to the City within one (1) working day for a general request for service and within four (4) hours for an emergency request for service. The written cost estimate shall include:

The cause of failure;

The correction or repair needed;

Estimated labor hours and cost;

Description and cost of parts to include the MSRP price and the applied discount;

Total cost to complete repair services;

Total amount of time needed to complete repairs.

The Contractor shall submit all cost estimates to the City for review and approval before any work is performed. The Contractor is not authorized to proceed with work based on verbal authorizations and assumes all liability and responsibility for work performed without written authorizations.

Contractor's quoted labor rate shall be used for all services or repairs that may be required beyond the quoted inspection and maintenance rate.

The Contractor shall submit a new cost estimate if the cost of the necessary work deviates from the original cost estimate. The new cost estimate shall list the revised work and costs as per the requirements contained within this section.

The Contractor shall complete all work within the timeframe indicated in the estimate. Any deviation from the timeframe indicated must be justified and approved by the City. Time estimates shall take into account that silt build up under the stern of the ship may impact scheduling around tides to inspect, maintain and repair components in that area.

The Contractor shall stock or have immediate access to a parts inventory sufficient to complete needed work. The Contractor shall provide the parts removed during repair to the City for verification purposes upon request.

5 | P a g e

The Contractor shall provide an itemized invoice to the City upon completion of work. The invoice shall include the following information:

Date repairs/maintenance were authorized;

List of repairs made or preventive maintenance performed;

Date repairs/maintenance were completed;

Itemized list of parts and other products used for the repairs/maintenance to include the MSRP price and the applied discount;

Number of labor hours associated with the repairs/maintenance recorded to the quarter hour.

Completion of the post-inspection survey and providing the report to the City is required before any invoice is paid.

d. HULL SURVEY (1 per 5-year cycle)

The Contractor shall clean and visually inspect the entire underwater hull prior to conducting the hull survey.

The Contractor shall perform an underwater hull survey, to include hull thickness gauging, coating thickness measurement, cathodic potential measurement, and video inspection. Cathodic protection systems shall be inspected and serviced in accordance with NAVSEA S9086-CQ-STM-10/Chapter 19, "Cathodic Protection Systems."

The underwater hull survey shall include accurate and repeatable records of the structural material condition, coating condition, corrosion protection systems effectiveness, visual inspection, and measurement of discovered damage.

The Contractor shall measure and record the hull plate thickness, hull coating thickness, and hull electro potential across the surveyed areas. Data measurements shall be evenly distributed across the surveyed surface and each reading shall be correlated to its relative hull position with an accuracy no less than +/- 6.0 inches. A minimum of one measurement per 1/2 square foot of wetted surface area surveyed shall be taken for the hull plate thickness data category. A minimum of one measurement per four square feet of wetted surface area surveyed shall be taken for the hull coating data category.

A minimum of one measurement per four square feet of wetted surface area surveyed shall be taken for the hull electro-potential data category.

The Contractor shall visually record the surveyed surfaces utilizing color video system. The video shall be correlated to the relative hull positions.

The Contractor shall document all damage discovered utilizing a digital still imaging system. The images shall be correlated to the relative hull positions and provide a visual reference of measure.

The results of the hull survey shall be provided as hard copy and electronic report within two (2) weeks of performing the survey:

All data collected shall be accessible both graphically and in tabular form.

The data shall be analyzed and compared to design specifications and to measurements collected during previous surveys performed in 2019 and 2025. The City will provide copies of previous surveys to the Contractor.

6 | P a g e

Graphical display shall be in 2-dimensional layout. The 2-dimensional graphics shall be displayed with corresponding ship shell plate features.

The graphical display shall depict the ship structure and include an integrated data management function which displays the overall hull condition of each of the measurement channels (hull plate, hull coating, hull electro-potential) and the location of any digital images collected. Additionally, the individual measurements and images shall be directly accessible from the interactive graphics display.

The report shall include, in graphic, tabular and narrative form, the findings and recommendations from the data analysis and clearly identify the extent; in percentage of the area(s) surveyed, of system degradation (hull plate, coating thickness, and hull electro-potential) exceeding the design values (e.g. 15 and 25%; as provided by NAVSEA 00C prior to commencing survey). Additionally, the color graphics shall depict with a color scale gradient changes from design values.

Interactive graphics of inspection results shall include color gradient (diminution) display of measurements with automatic links to associated digital images and measurement data at the corresponding coordinate.

The hull survey shall establish the parameters for the hull structure, record the material condition, and generate an electronic map of the respective hull plating arrangement. An electronic digital map shall record these parameters for permanent reference and correlation to current and future data (measurements and images).

e. QUALIFICATIONS AND EQUIPMENT

The Contractor shall be certified by the United States Navy, Naval Sea Systems Command, Underwater Ship Husbandry Management Division, (Code 00C5) for conducting diving activities to perform waterborne underwater hull cleaning services, including the proper inspection and cleaning of ICCP Systems components and all relevant environmental considerations.

All equipment planned for use under the resulting agreement must meet Navy requirements as listed in Naval Ships Technical Manual S9086-CQ-STM-010, Chapter 81, "Waterborne Underwater Hull Cleaning of Navy Ships.”

7 | P a g e

SECTION II – INSTRUCTIONS TO THE BIDDER

A. ISSUING OFFICE:

City of Norfolk Office of the Purchasing Agent 810 Union Street, Suite 303 Norfolk, VA 23510 Telephone: (757) 448-9849 E-mail: patricia.northcutt@norfolk.gov

B. IFB SCHEDULE:

Event Date

IFB Issued October 8, 2026

Question Deadline October 20, 2026 5:00 pm Eastern

IFB Due November 5, 2026 2:00 pm Eastern

Contract Start TBD

C. CONTACT WITH CITY STAFF, REPRESENTATIVES, AND/OR AGENTS:

Direct contact with City staff, representatives, and/or agents other than the Issuing Office staff on the subject of this IFB or any subject related to this IFB is expressly prohibited except with the prior knowledge and permission of the Purchasing Agent.

D. BIDDERS OF RECORD:

Bidders receiving a copy of this IFB from a source other than the Issuing Office should consult the Office of the Purchasing Agent’s electronic bid service provider website https://procurement.opengov.com/portal/norfolk.

E. QUESTIONS, CHANGES, MODIFICATIONS AND ADDENDA:

All questions relating to this solicitation shall be submitted through the Questions and Answers tab in the electronic solicitation posting for IFB No. 11143-0-2027/TN, at https://procurement.opengov.com/portal/norfolk. Questions should be succinct. Prior to the award of a contract resulting from this solicitation, bidders are prohibited from contacting City staff other than the Office of the Purchasing Agent.

If any questions or responses require revisions to this solicitation as it was originally published, such revisions will be by formal Addenda only. Bidders are cautioned that any written, electronic, or oral representations made by any City representative or other person that appear to change materially any portion of the solicitation shall not be relied upon unless subsequently ratified by a written Addendum to this solicitation issued by the Office of the Purchasing Agent through the Office of the Purchasing Agent’s electronic bid service provider website https://procurement.opengov.com/portal/norfolk.

mailto:patricia.northcutt@norfolk.gov https://procurement.opengov.com/portal/norfolk

8 | P a g e

No questions will be considered if they are submitted after October 20, 2026, at 5:00 PM Eastern.

F. BID SUBMISSION:

Bids shall be submitted electronically through the Office of the Purchasing Agent’s electronic bid service provider website https://procurement.opengov.com/portal/norfolk. Bids must be submitted before date and time due specified in the solicitation. Hard copy or e-mailed bids, and/or late submissions will not be accepted.

G. BID SUBMITTAL REQUIREMENTS:

Bids shall include the following documents:

1) The completed cover page of this IFB, which will contain:

a. Signature of an agent authorized to bind the company

b. Requested contact information

2) Attachments A – F. Attachment G is encouraged but not required.

3) Bidders shall complete all Vendor Submission requirements included in the electronic posting of the solicitation.

4) Bidders shall provide all pricing required in the Bid Form section of the electronic posting of the solicitation.

5) Bids shall include a statement setting forth the basis for protection of all proprietary information, if any.

H. METHOD OF AWARD:

The award of a contract(s) shall be at the sole discretion of the City. Award(s) will be made to the lowest bidder(s) that is responsible whose bid complies with all of the provisions of the IFB, provided that the amount does not exceed the amount of funds available to finance the contract. In the event that a responsive bid from the lowest responsible bidder exceeds available funds, the Purchasing Agent may negotiate the amount of the bid with the apparent low bidder to obtain a contract price within available funds.

The City reserves the right to accept or reject any or all bids in whole or in part and to waive informalities. Bidders shall submit bids, in accordance with the IFB requirements and maintain compliance with all federal, state and local laws and regulations. The contents of the bid of the selected Bidder(s) will be incorporated and made a part of any City contractual obligation when the award(s) is made.

The lowest total cost will be determined by grand total submitted by the bidders in the bid form.

Please see the electronic posting of the solicitation to submit bid pricing.

Discrepancies between the multiplication of unit prices and extended prices will be resolved in favor of the unit prices. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum. Discrepancies between words and figures will be resolved in favor of words.

Unbalanced bids will be rejected. An unbalanced bid is one containing lump sum or unit bid items which do not reflect reasonable actual costs plus a reasonable proportionate share of the bidder's

9 | P a g e anticipated profit, overhead costs, and other indirect costs, which the bidder anticipates for the performance of the items in question.

I. BIDDER CERTIFICATION:

Submission of a signed Bid Form is certification by the respective bidder that it is registered with the Virginia State Corporation Commission, if applicable, it is the legal entity authorized to enter into an agreement with the City, and that it will accept any award made to it as a result of the submission.

J. NONCONFORMING TERMS AND CONDITIONS:

If a bidder submits with its bid alternate terms and conditions that do not conform to the terms and conditions in this solicitation, the bid will be subject to rejection as nonresponsive.

K. DISPOSITION OF BIDS:

All materials submitted in response to this IFB will become the property of the City. The bids shall be retained for official files and will become a public record after the award and open to public inspection. It is understood that the bid will become a part of the official file on this matter without obligation on the part of the City except as to the disclosure restrictions contained in Section II, L.

“Disclosure.”

L. DISCLOSURE:

In compliance with the Code of the City of Norfolk, Virginia Section 33.1-9, trade secrets or proprietary information submitted by contractors in connection with a procurement shall not be subject to public disclosure under the Virginia Freedom of Information Act; however, the bidders must invoke the protection of this section prior to or upon submission of the data or other materials, and must identify the specific area or scope of data or other materials to be protected and state the reasons why protection is necessary. An all-inclusive statement that the entire bid is proprietary is unacceptable and will not be honored. A statement that costs and/or bid pricing are to be protected is unacceptable and will be disregarded. If the City receives a VFOIA request for records, the City will have the final determination if any information will be withheld under VFOIA, regardless of if the information was marked proprietary or trade secret information.

M. COST INCURRED IN RESPONDING:

This solicitation does not commit the City to pay any costs incurred in the preparation and submission of bids or in making necessary studies or designs for the preparation thereof, nor to procure or contract for services.

N. ANTI-COLLUSION:

Collusion or restraint of free competition, direct or indirect, is prohibited. Contractors are required to execute the anti-collusion statement. See Attachment A.

O. ETHICS IN PUBLIC CONTRACTING:

The contractor shall familiarize itself with Chapter 33.1, Article VII (Sections 33.1-86 through 33.1-93) of the Code of the City of Norfolk, Virginia, 1979, as amended, entitled “ETHICS IN PUBLIC CONTRACTING,” including the additional statutes set forth in Section 33.1-86 thereof, which are attached. The contractor shall abide by such provisions in submission of its bid and performance of any contract awarded. See Attachment B.

10 | P a g e

P. NONDISCRIMINATION:

The contractor agrees that it will adhere to the nondiscrimination requirements set forth in the Code of the City of Norfolk Section 33.1-53, which will be incorporated into any contract awarded. See Attachment C.

Q. DEBARMENT CERTIFICATION:

The certification regarding debarment, suspension, proposed debarment, and other responsibility matters attached to this IFB must be executed and returned with bid documents. See Attachment D.

R. BIDDER INVESTIGATIONS:

Before submitting a bid, each bidder must make all investigations and examinations necessary to ascertain all conditions and requirements affecting the full performance of the contract and to verify any representations made by City upon which the bidder will rely. No claims of ignorance of such conditions and requirements resulting from failure to make such investigations and examinations will relieve the successful bidder from its obligation to comply in every detail with all provisions and requirements of the contract documents or will be accepted as a basis for any claim whatsoever for any monetary consideration on the part of the successful bidder.

S. INCOMPLETE DOCUMENTS:

Each bidder is responsible for having determined the accuracy and/or completeness of the solicitation documents upon which it relied in making its bid, and has an affirmative obligation to notify the City Purchasing Agent immediately upon discovery of an apparent or suspected inaccuracy, error in, or omission of any pages, drawings, sections, or addenda whose omission from the documents was apparent from a reference or page numbering or other indication in the solicitation documents.

If the successful bidder proceeds with any activity that may be affected by an inaccuracy, error in, or omission in the solicitation documents of which it is aware but has not notified the City Purchasing Agent, the bidder hereby agrees to perform any activity described in the missing or incomplete documents at bidder’s sole expense and at no additional cost to City.

T. QUALIFICATION OF BIDDERS:

Each bidder may be required, before the award of contract, to show to the complete satisfaction of the Purchasing Agent that it has the necessary facilities, ability, and financial resources to comply with the contract and furnish the service, material or goods specified herein in a satisfactory manner. Each bidder may also be required to provide past history and references which will enable the Purchasing Agent to be satisfied as to the bidder's qualifications. Failure to qualify according to the foregoing requirements will result in bid rejection by the City.

U. ALTERNATE BID:

Bidders who have other items they wish to offer in lieu of, or in addition to, what is required by this solicitation shall submit a separate bid clearly marked “ALTERNATE BID”. Alternate bids will be automatically deemed nonresponsive and will not be considered for award. Such bids will, however, be examined prior to awarding the contract contemplated herein and may result in either cancellation of all bids in order to permit rewriting of the solicitation to include the alternate item in a rebid or the alternate item may be considered for future requirements.

11 | P a g e

V. INFORMALITIES:

The City reserves the right to waive minor defects or variations from the exact requirements of the solicitation in a bid insofar as those defects or variations do not affect the price, quality, quantity, or delivery schedule of the services being procured. If insufficient information is submitted for the City to properly evaluate the bid by a bidder; the City reserves the right to require such additional information as it may deem necessary after the bid opening time and date, provided that the information requested does not change the price, quality, quantity, or delivery schedule for the services being procured.

W. CITY OF NORFOLK BUSINESS LICENSES:

The successful bidder must comply with the provisions of Chapter 24 (“Licenses and Taxation”) of the City of Norfolk Code, if applicable. For information on the provisions of that Chapter and its applicability to this Agreement, the Contractor must contact the City of Norfolk Business License Division, Office of the Commissioner of the Revenue, 810 Union Street, City Hall, First Floor, West Wing, Norfolk, Virginia 23510.

X. AUTHORITY TO TRANSACT BUSINESS:

Any bidder organized as a stock or non-stock 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. The proper full and legal name of the firm or entity and the identification number issued to the bidder by the State Corporation Commission must be written in the space provided on the Bid Form. Any bidder that is not required to be authorized to transact business in Virginia shall include in its bid a statement describing why the bidder is not required to be so authorized. The City may require a firm to provide documentation prior to award which: 1) clearly identifies the complete name and legal form of the firm or entity (i.e.

corporation, limited partnership, etc.), and 2) establishes that the firm or entity is authorized by the State Corporation Commission to transact business in the Commonwealth of Virginia. Failure of a prospective and/or successful bidder to provide such documentation shall be grounds for rejection of the bid or cancellation of the award. For further information refer to the Commonwealth of Virginia State Corporation Commission website at: www.scc.virginia.gov.

Y. WITHDRAWAL OF BID FROM CONSIDERATION AFTER BID OPENING:

After the opening of a bid, a bidder may withdraw its bid from consideration if the price of the bid is substantially lower than other bids due solely to a mistake therein, provided the bid is submitted in good faith, the mistake is a clerical mistake as opposed to a judgment mistake, and is actually due to an unintentional arithmetic error or an unintentional omission of a quantity of work, labor or material made directly in the compilation of the bid, which unintentional error or unintentional omission can be clearly shown by objective evidence drawn from inspection of original work papers, documents and materials used in the preparation of the bid sought to be withdrawn. No partial withdrawals of bids will be permitted after the time and date set for the bid opening. The bidder must give notice in writing to the City Purchasing Agent of a claim of right to withdraw a bid and provide all original work papers, documents and other materials used in the preparation of the bid sought to be withdrawn, within two (2) business days after the date of bid opening. A bid may also be withdrawn if the City fails to award or issue a notice of intent to award the bid within ninety (90) days after the date fixed for opening bids.

http://www.scc.virginia.gov/

12 | P a g e

Z. ESTIMATED QUANTITIES/NON-EXCLUSIVITY OF CONTRACTOR ACKNOWLEDGEMENT:

Bidders acknowledge that the contract that will be entered into as a result of this solicitation will not obligate the City to purchase a specific quantity of items or services during the Contract Term. Any quantities which are included in the Contract Documents are the present expectations of those who are planning for the City for the period of the Contract. The amount is only an estimate and the Bidder understands and agrees that the City is under no obligation to the Bidder to buy that amount, or any amount as a result of having provided this estimate or of having had any normal or otherwise measurable requirement in the past. Bidders further understand that the City may require goods and/or services in excess of the estimated annual contract amount and that such excess shall not give rise to any claim for compensation other than at the unit prices and/or rates set forth in the resulting Contract. Further, bidders acknowledge that the items or services covered by this contract may be available or become available under other City contract(s), and that in analyzing its needs, the City may determine that it is in its best interest to procure the items or services through such other contract(s). Therefore, the City does not guarantee that the Bidder will be the exclusive provider of the goods or services covered by the resulting contract.

AA. NOTICE OF DECISION TO AWARD:

When the City has made a decision to award a contract, an e-mail with a Notice of Decision to Award will be sent to all Bidders, using the email address provided in the Bid Form.

BB. EQUAL OPPORTUNITY BUSINESS DEVELOPMENT:

The City encourages small businesses and businesses owned by women, minorities and service-disabled veterans to compete, and encourages non-minority firms to provide for the participation of such businesses through subcontracting, partnerships, joint ventures, and other contractual opportunities. All bidders are encouraged but not required to complete Attachment G.

CC. COOPERATIVE PROCUREMENT:

The procurement of goods and/or services provided for in the resulting contract is being conducted pursuant to Virginia Code § 2.2-4304. Therefore, the successful offeror agrees that it will contract with any other public agency or body in the Commonwealth of Virginia who so desires, to permit those public agencies or bodies to purchase such goods and/or services at contract prices, in accordance with the terms, conditions, and specifications of this procurement.

The successful offeror shall deal directly with each public agency or body seeking to obtain any goods and/or services pursuant to the resulting contract or from this procurement and in accordance with Virginia Code § 2.2-4304. The City of Norfolk shall not be responsible or liable for any costs, expenses, or any other matters of any type to either the successful offeror or the public agency or body seeking to obtain any goods and/or services pursuant to this cooperative procurement provision. Each entity shall be responsible for the administration of its individual contract with the successful offeror.”

DD. METHOD OF PAYMENT – MANDATORY ACCEPTANCE OF ELECTRONIC PAYMENT:

All payments by the City under this contract shall be made by electronic funds transfer except as provided in paragraph a) of this clause. As used in this clause, the term Electronic Funds Transfer (“EFT”) refers to electronic funds transfer and may include, at the Contractor’s discretion, either “ACH” payments (bank transfers) or “ESP” payments (credit card payments).

13 | P a g e

a) In the event the City is unable to release one or more payments by electronic funds transfer, the Contractor agrees to either:

i. Accept payment by check or some other mutually agreeable method of payment; or

ii. Request the City to extend payment due dates until such time as the City makes payment by EFT.

b) Mandatory submission of Contractor's EFT information:

i. The Contractor is required to provide the City with the information required to make payment by EFT (see paragraph (d) of this clause).

ii. If the Contractor provides EFT information applicable to multiple contracts, the

Contractor shall specifically state the applicability of this EFT information to each contract.

c) Mechanisms for EFT payment. The City may make payment by EFT through either:

i. the Automated Clearing House (ACH) network payment directly to the Contractor’s designated account, subject to the rules of the National Automated Clearing House Association, or the Fedwire Transfer System, or

ii. ESP payments which involve use of a virtual credit card (16 Digit Single Use Card #) issued by the City’s bank for accessing the funds.

d) Forms to register for either type of electronic payment will be provided to the Contractor for completion prior to selection and must be completed prior to the issuance of a Purchase Order or award of any contract pursuant to this solicitation.

14 | P a g e

SECTION III – CONTRACT TERMS AND CONDITIONS

TERM

The term of this Agreement shall be for five (5) years. No work will be deemed complete until it is accepted by the City.

INSURANCE REQUIREMENTS

Contractor will maintain during the term of this agreement insurance of the types and in the amounts described below. All insurance policies affected by this agreement will be primary and noncontributory to any other insurance or self-insurance maintained by the City, and will be written in an ISO form approved for coverage in the Commonwealth of Virginia. Policy limits may be met via either a singular policy, or in combination with primary and excess, or umbrella, insurance policies. All policies will provide that the Contractor will receive at least thirty (30) days written notice in the event of cancellation of, or material change in, any of the policies. Unless otherwise specifically approved by the City, all general liability and automobile/vehicle liability policies will include the City of Norfolk, Va. and its employees as "Additional Insured", and be written as an “occurrence” based policy. If the Contractor fails to maintain the insurance as set forth in this Agreement, the City has the right, but not the obligation, to purchase such insurance at Contractor’s expense.

MARINE COMPREHENSIVE LIABILITY INSURANCE (“MCL”) with a limit of not less than $2,000,000 each occurrence, $5,000,000 general aggregate. MCL will cover liability arising from land and in-water premises, operations, independent contractors, products-completed operations, personal injury and liability assumed under insured contract for the work being performed in this IFB.

WORKER'S COMPENSATION INSURANCE providing coverage as required by applicable Federal and, or, States’ statutes, and Employer's Liability Insurance. The limits of such polices will be at least $2,000,000 per accident/disease, and policy limit of $2,000,000. Policies shall be extended for, or separate policies maintained, that provides coverage under the United States Longshoreman Act, and, or Jones Act, as applicable for the Vendor’s employees, and, for other workers obtained by and under the control of the Vendor, while performing the services arising from this RFP.

AUTOMOBILE/MOTOR VEHICLE LIABILITY INSURANCE with a limit of not less than $2 million combined single limit; or, Bodily Injury $1,000,000 each person, $2,000,000 accident, and Property Damage $100,000 each accident. Such insurance must cover liability arising from any motor vehicle as defined by Commonwealth of Virginia laws and must include coverage for owned, hired and non-owned motor vehicles, as well as uninsured and underinsured motorists.

PROFESSIONAL/ERRORS & OMISSIONS LIABILITY INSURANCE that will protect the Contractor against legal liability from alleged negligence or errors and omissions, including personal injury, which may arise from the performance of the Contractor’s duties and obligations under this contract, and for two years thereafter, whether such operations be by the Contractor, the Contractor’s staff, or by any Subcontractor or anyone directly or indirectly employed by either of them. The minimum acceptable limits of liability to be provided by such Professional Liability Insurance are $1,000,000 each claim, $2,000,000 aggregate.

15 | P a g e

INSURANCE POLICIES/CERTIFICATE OF INSURANCE. Contractor will furnish the City with copies of the policies, or a certificate(s) of insurance evidencing policies, required above. The certificate(s) will specifically indicate that the insurance includes any extensions of coverage required above. In the event of cancellation of, or material change in, any of the policies, the Contractor will notify the City within at least 14 days after receiving notice of such cancellation or policy change and provide evidence that insurance coverage is in place to meet the requirements of this agreement. If the Certificate indicates coverage applicable insurance policies will expire prior to completion of all terms of this Contract, the Contractor will furnish a certificate of insurance evidencing renewal of such coverage to the City within 10 days of the effective date of such renewal. All certificates will be executed by a duly authorized representative of each insurer, showing compliance with the requirements of this Agreement. Failure of the City, and, or the City’s designated agents for this Agreement, to (1) demand such certificates or other evidence of full compliance with these requirements, and, or, (2) identify a deficiency from evidence that is provided, will not be construed as a waiver of the Contractor’s obligation to maintain the insurance required in this Agreement.

SUBCONTRACTOR'S INSURANCE. The Contractor will require each of his Subcontractors for work performed under this Agreement to take out and maintain during the life of the subcontract insurance coverage of the same type and limits required of the Contractor for work performed by the Subcontractor. Each Subcontractor will furnish to the Contractor copies of the policies, or certificates of insurance, evidencing the applicable insurance. The Subcontractor will comply with the same requirements regarding indications of coverage, renewal and submission of policies as is required of the Contractor. The Contractor will furnish at least one copy the Subcontractor’s policies/certificates to the City.

INDEMNIFICATION

The Contractor shall indemnify and save harmless the City and its representatives from and against all losses and claims, demands, suits, actions, payments, and judgments arising from personal injury or otherwise, brought or recovered against the City and its representative by reason of any act, negligence or omission of the Contractor, its agents, servants or employees, in the execution of the contracted work, including any and all expense, legal and otherwise, incurred by the City or its representatives in the defense of claim or suit. This paragraph shall survive the expiration or termination of this Agreement.

APPROPRIATION OF FUNDS

Compensation pursuant to performance under this Agreement shall be subject to appropriation by the Council of the City of Norfolk. The City shall not incur any obligation or liability under this Agreement beyond the funds appropriated for such obligation or liability in any fiscal year in which this Agreement is in effect. Funds are certified for the first year of this Agreement. On or before July 1 of each succeeding Contract Year during the term of this Agreement, the Director of Finance shall certify the funds for that Contract Year. If such funds are not available and/or appropriated, the City may cancel the Agreement without incurring any liability and/or damages of any type to the Contractor. Any such cancellation may be by a written notice from the City to the Contractor.

PAYMENT OF SUBCONTRACTORS

The Contractor is obligated to take one of the two following actions within seven (7) days after receipt of amounts paid to the Contractor by the City for work performed by any subcontractor under this Agreement:

16 | P a g e

a. Pay the subcontractor for the proportionate share of the total payment received from the City attributable to the work performed by the subcontractor under this Agreement; or

b. Notify the City and the subcontractor, in writing, of the Contractor's intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment.

The Contractor is obligated to pay interest to the subcontractor on all amounts owed by the Contractor to the subcontractor that remain unpaid after seven (7) days following receipt by the Contractor of payment from the City for work performed by the subcontractor under this Agreement, except for amounts withheld as allowed in subsection b., above. Unless otherwise provided under the terms of this Agreement, interest shall accrue at the rate of one percent (1%) per month.

The Contractor shall include in each of its subcontracts, if any are permitted, 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.

The Contractor's obligation to pay an interest charge to a subcontractor pursuant to this section may not be construed to be an obligation of the City. A Contract modification or Amendment to this Agreement may not be made for the purpose of providing reimbursement for such interest charge. A cost reimbursement claim may not include any amount for reimbursement for such interest charge.

FORCE MAJEURE

The Contractor shall not be held responsible for failure to perform the duties and responsibilities imposed by this Agreement if such failure is due to fire, riot, rebellion, natural disaster, emergency or disaster declared by the Governor or President of the United States, war, act of terrorism, or act of God beyond control of the Contractor, and outside and beyond the scope of the Contractor’s then current, by industry standards, disaster plan, that make performance impossible or illegal, unless the solicitation calls for performance by the Contractor of emergency services or under emergency conditions or as otherwise specified in the Contract.

The City shall not be held responsible for failure to perform its duties and responsibilities imposed by this Agreement if such failure is due to fire, riot, rebellion, natural disaster, epidemic, pandemic, medical emergency, other declared emergency or disaster, war, act of terrorism, or an act of God beyond control of the City that make performance impossible or illegal, unless otherwise specified in the Contract.

NOTICES

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly made when received by U.S. Mail or hand-delivery.

Notices to the City shall be addressed as follows:

City Manager

1101 City Hall Building 810 Union Street Norfolk, Virginia 23510

17 | P a g e

With copy to:

City Attorney

900 City Hall Building 810 Union Street Norfolk, Virginia 23510

Notices to Contractor shall be addressed to the name and/or title of the Contractor as set forth on Page 1 of the Bid.

CITY OF NORFOLK BUSINESS LICENSES

The Contractor must comply with the provisions of Chapter 24 (“Licenses and Taxation”) of the City of Norfolk Code, if applicable. For information on the provisions of that Chapter and its applicability to this Agreement, the Contractor must contact the City of Norfolk Business License Division, Office of the Commissioner of the Revenue, 810 Union Street, City Hall, First Floor, West Wing, Norfolk, Virginia 23510.

DEFAULT AND TERMINATION

If Contractor fails or refuses to perform any of the terms of this Agreement, including poor services, work or materials, the City may, by written notice to Contractor, terminate this Agreement in whole or in part.

In addition to any right to terminate, the City may enforce any remedy available at law or in equity in connection with such default, and Contractor shall be liable for any damages to the City resulting from Contractor's default. The City further reserves the right to immediately obtain such work or services from other entities in the event of Contractor’s default.

SUSPENSION OR TERMINATION OF AGREEMENT BY CITY

The City, at any time, may order Contractor to immediately stop work on this Agreement, and/or by thirty

(30) days written notice may terminate this Agreement, with or without cause, in whole or in part, at any time. Upon receipt of such notice, the Contractor shall immediately discontinue all services affected (unless the notice directs otherwise), and deliver to the City all data (including electronic data), drawings, specifications, reports, project deliverables, estimates, summaries, and such other information and materials as may have been accumulated by the Contractor in performing this Agreement whether completed or in process (unless otherwise directed by the notice).

If the termination or stop work order is due to the failure of the Contractor to fulfill any of its Agreement obligations, the City may take over the Work and prosecute the same to completion by contract or otherwise.

If the termination or stop work order is due to the failure of the Contractor to fulfill any of its Agreement obligations, the City may take over the Work and prosecute the same to completion by contract or otherwise.

Should the Agreement be terminated or work is stopped not due in any way to the fault of the Contractor, the Contractor shall only be entitled to compensation for services actually performed and materials actually supplied prior to notice of termination or to stop work and which are approved by the City and any applicable federal or state approving agency. No profit, overhead, or any other costs of any type are allowed after the date of such notice of termination or stop work order.

18 | P a g e

The rights and remedies of the City provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement and City may pursue any and all such rights and remedies against Contractor as it deems appropriate.

ASSIGNMENT

Contractor shall not assign, transfer, subcontract, or otherwise dispose of its rights or duties under this Agreement to any other person, firm, partnership, company, or corporation without the previous consent in writing of the City.

INDEPENDENT CONTRACTOR

Contractor shall at all times act as an independent contractor in the performance of this Agreement.

Neither Contractor nor its employees or agents shall represent themselves to be, or be deemed to be, employees of the City.

SEVERABILITY

If any provisions of this Agreement are held to be unenforceable, this Agreement shall be construed without such provisions.

WAIVER

The failure by a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future.

CHANGES

This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties.

GOVERNING LAW AND VENUE

This Agreement is made under and shall be construed according to the laws of the Commonwealth of Virginia. Venue, in the event of litigation, shall be in City of Norfolk.

ETHICS IN PUBLIC CONTRACTING

Contractor hereby certifies that it has familiarized itself with §§33.1-86 through 33.1-93 of the Code of the City of Norfolk, Virginia, 1979, as amended, entitled "Ethics in Public Contracting," and further that all amounts received by Contractor, pursuant to this Agreement are proper and in accordance therewith.

NON-DISCRIMINATION

In the performance of this Agreement, Contractor agrees that it will adhere to the nondiscrimination requirements set forth in §33.1-53 of the Code of the City of Norfolk, Virginia, 1979, as amended.

DRUG-FREE WORKPLACE

During the performance of this Agreement, 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 such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and (iv) include the provisions of the

19 | P a g e 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 section, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a contractor by the City, the employees of which Contractor 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. As a condition of continued service on the contract, any Contractor personnel assigned to this project may be required to submit to an alcohol/drug test at any time.

COMPLIANCE WITH FEDERAL IMMIGRATION LAW

The Contractor shall certify that, at all times during which any term of an agreement resulting from this solicitation is in effect, it does not and shall not knowingly employ any unauthorized alien. For purposes of this section, an “unauthorized alien” shall mean any alien who is neither lawfully admitted for permanent residence in the United States nor authorized to be employed by either Title 8, section 1324a of the United States Code or the U.S. Attorney General.

FORCED AND INDENTURED CHILD LABOR PROHIBITED

Contractor agrees that (i) it shall adhere to the requirements of Virginia Code § 2.2-4311.4, which prohibit the use of forced or indentured child labor; and (ii) it shall include a provision prohibiting the use of forced or indentured child labor in every subcontract or purchase order exceeding $10,000, so that the prohibition will be 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.

AUTHORIZATION TO TRANSACT BUSINESS IN THE…