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INVITATION FOR BID

City of Suffolk

IFB# 26112-KR

May 1, 2026

Purchasing Division 442 W. Washington Street, Room 1086

Suffolk, VA 23434 Phone: (757) 514-7520 Fax: (757) 514-7524 https://www.suffolkva.us/Bids.aspx?CatID=17

Class A Concrete

SCOPE OF WORK: The intent of this Invitation for Bid (IFB) is to hire one contractor to furnish and deliver annual requirements of Class A Concrete on an as needed basis F.O.B. to any destination within the City of Suffolk limits in accordance with all specifications, terms, and conditions herein. This contract will cover all materials as needed by the City’s Public Works Department (primary user), Public Utilities Department, Parks and Recreation Department, or as requested by any other City department. A separate account must be set up for each department.

Bid Due: 3:00 p.m., June 3, 2026

Contract Officer: ________Kimberly Rogerson___________ Kimberly Rogerson, VCA, Buyer, krogerson@suffolkva.us

The Buyer, Kimberly Rogerson, is the Contract Officer for the City of Suffolk with respect to this IFB. All questions and/or comments should be directed to her at this email address: krogerson@suffolkva.us. The respondents to this IFB shall not contact, either directly or indirectly, any other employee or agent of the City regarding this IFB. This prohibition shall also extend to the Suffolk City Council and other elected City officials.

Any such unauthorized contact may disqualify the bidder from the procurement. All questions concerning bid must be in writing and received five (5) business days prior to the bid opening.

Sealed bids subject to the conditions and instructions contained herein, will be received at the office of the Purchasing Agent listed above, until the time and date shown above (local prevailing time), for furnishing the items or services described in the bid.

Company Name:

Address:

City / State / Zip:

Telephone: FAX No.:

E-mail:

Print Name: Title:

Signature: Date:

mailto:krogerson@suffolkva.us mailto:krogerson@suffolkva.us

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In compliance with this Invitation for Bid (IFB), and subject to all the conditions thereof, the signatory offers, if this bid is accepted within ninety (90) calendar days from the date of the opening, to furnish any or all of the items and/or services upon which prices are quoted, at the price set opposite each item, to be delivered at the time and place specified herein. The above signature certifies the bidder has read, understands, and agrees to all terms, conditions, and requirements of this bid, and is authorized to contract on behalf of firm named above.

IF YOU NEED ANY REASONABLE ACCOMMODATION FOR ANY TYPE OF DISABILITY IN

ORDER TO PARTICIPATE IN THIS PROCUREMENT, PLEASE CONTACT THIS DIVISION AS

SOON AS POSSIBLE.

BID OPENING

Bids shall be publicly opened and read aloud on the date that the bids are accepted. Public opening will be held June 3, 2026, at 3:00 PM (local prevailing time), in Suffolk City Hall, Purchasing Department Conference Room (1086), located at 442 W. Washington Street, Suffolk, VA 23434-5237.

SUBMITTALS

Bidder shall submit the entire IFB as their bid package.

Bids will be accepted through EVA.

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INVITATION FOR BID

Class A Concrete

SECTION/TITLE

PURPOSE .......................................................................................................................... - 4 - COMPETITION INTENDED ................................................................................................ - 4 - CONTRACT PERIOD ......................................................................................................... - 4 - SPECIFICATIONS .............................................................................................................. - 4 - ADDITIONAL INSTRUCTIONS ........................................................................................... - 7 - CONTRACT TERMS AND CONDITIONS ......................................................................... - 12 -

FEDERAL CLAUSES ……………………………………………………………………………. - 18-

BID FORM ........................................................................................................................ - 27 -

REFERENCES ................................................................................................................. - 28 -

ANTICOLLUSION/NONDISCRIMINATION/DRUG FREE WORKPLACE CLAUSES ........ - 30 -

PROOF OF AUTHORITY TO TRANSACT BUSINESS IN VIRGINIA ................................ - 31 -

CERTIFICATION REGARDING LOBBYING …………………………………………………. - 32-

EXCEPTION PAGE .......................................................................................................... - 33 -

INSURANCE REQUIREMENTS ....................................................................................... - 34 -

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PURPOSE

The intent of this Invitation for Bid (IFB) is to hire one contractor to furnish and deliver annual requirements of Class A Concrete on an as needed basis F.O.B. to any destination within the City of Suffolk limits in accordance with all specifications, terms, and conditions herein. This contract will cover all materials as needed by the City’s Public Works Department (primary user), Public Utilities Department, Parks and Recreation Department, or as requested by any other City department. A separate account must be set up for each department.

Contractor must be a ready mix producer who operates a batch plant. Contractor must be capable of delivering concrete in mobile mixing trucks.

COMPETITION INTENDED

It is the City’s intent that this Invitation for Bid (IFB) permits competition. It shall be the bidder’s responsibility to advise the Purchasing Agent in writing if any language requirement, specification, etc., or any combination thereof, inadvertently restricts or limits the requirements stated in this IFB to a single source. Such notification must be received by the Purchasing Agent not later than five (5) business days prior to the date set for bids to close.

CONTRACT PERIOD

The contract shall cover the period from July 1, 2026, through June 30, 2027.

The City reserves the option to renew this agreement for four (4) additional one-year periods ending June 30, 2031. Unless notified in writing thirty (30) days prior to the expiration date, the contract will automatically renew during these periods.

Initial rates and subsequent renewal rates must be guaranteed for a minimum of twelve (12) months. Any increase in rates shall be limited to the lesser of the Consumer Price Index for all Urban Consumers (CPI-U) – Other Goods and Services (unadjusted for the current 12 month period) or 3%. The City does not guarantee approval of any rate increase. The City must be notified of any rate increases during the contract period.

SPECIFICATIONS

Concrete Specifications

a. Concrete, Class A-3, Regular- 3000 PSI, shall conform to Virginia Department of

Transportation specifications.

b. Concrete, Class A-3 Paving- shall conform to Virginia Department of Transportation specifications.

c. Concrete, Class A-3, with #57 Exposed Pea Gravel- shall conform to Virginia

Department of Transportation specifications. Shall be ½ inch only.

d. Concrete, Class A-4 with Pea Gravel-shall conform to Virginia Department of

Transportation specifications.

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e. Concrete, Class A-4 - 4,000 PSI, shall conform to Virginia Department of Transportation specifications.

f. Concrete, Class A-3, High Early-shall conform to Virginia Department of Transportation specifications.

g. Concrete, Class A-4, High Early-shall conform to Virginia Department of Transportation specifications.

h. Slurry Mix-shall conform to Virginia Department of Transportation specifications.

i. Concrete, 25% Calcium added per Cubic Yard

j. Concrete, 2% Calcium added per Cubic Yard

k. Concrete, Caprolan-RC Fibers added per Cubic Yard A-3 or A-4

l. Concrete, 1% dye added per Cubic Yard

m. Cement Grout- Does not refer to block grout. The City is looking for a flowable fill material to fill abandoned storm pipe and as fill material in restricted places, instead of compact material, commonly called a Controlled Low Strength Material (CLSM). Refer to VDOT Road and Bridge Specifications section 218.

n. All concrete shall be air entrained.

Additives: chemical admixture can be used instead of straight Calcium.

Fiberstrand fiber products can be used instead of RC Caprolan Fibers.

Delivery

Materials be delivered F.O.B. job site by the Contractor within twenty-four (24) hours of request.

The minimum order per truck for the City will be three (3) cubic yards with a minimum order quantity per job site of one cubic yard.

Haul time shall not exceed 45 minutes. Any load delivered with a load time in excess of 45 minutes will be rejected by the City.

Price quoted for F.O.B. job site shall be for delivery anywhere within the City of Suffolk.

The City reserves the right to obtain additional competition for site specific requirements which exceed 50% of the annual estimated quantity.

The Contractor shall comply with all applicable state, local and federal laws, regulations and ordinances.

Miscellaneous

Quality of materials must be as specified; the City reserves the right to refuse shipment if the standard of quality does not meet expectations. Determination of quality shall be at the sole discretion of the City.

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It shall be the Contractor’s responsibility to promptly notify the City if the availability of materials will be delayed due to plant or truck maintenance or inclement weather, etc., or if materials have been subcontracted to avoid delay.

Further, if materials are to be delayed beyond the twenty-four (24) hours’ notice, the City may, at its option, seek an alternate supplier, and the Contractor may be responsible for any price differential. If, in the City's opinion, such delays cause substantial delays in the City's work schedule, same shall be reason for cancellation of this agreement.

Fuel surcharge(s) will not be allowed.

The City reserves the right to add or delete locations.

Bid Evaluation and Award

If awarded, the bid shall be awarded to the lowest responsive and responsible bidder. In determining the responsible bidder, the following factors shall be considered:

• Ability, capability, and skill of the bidder to perform the contract within the time frame(s) specified.

• The character, integrity, reputation, judgment, experience and efficiency of the bidder.

• The quality of performance of previous contracts.

• The financial resources and ability of the bidder to perform the contract.

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ADDITIONAL INSTRUCTIONS

1. Use of Form: All bids shall be submitted on and in accordance with this form. If more space is required to furnish a description of the goods and/or services bid, or delivery terms, the bidder may attach a letter hereto that will be made a part of the bid. In case of conflict, the bid may be considered non-responsive. The City’s published specifications for this IFB shall supersede any additional writings submitted with the bid. Such writings shall be clearly marked and noted as an exception.

2. Submittals: All bids shall be submitted sealed, plainly marked showing the bid number, date and time. The entire solicitation document is to be returned when submitting a bid unless otherwise directed by the bid document. Failure to return all pages may result in a determination that the submittal is non-responsive.

3. Late Bids: Bids and amendments thereto, if received by the City’s Purchasing Division (“Purchasing”) after the date and time specified for bid opening, will not be considered. It will be the responsibility of the bidder to see that their bid is received by Purchasing as specified. There will be no exceptions. Date of postmark will not be considered.

Telephone, facsimile, electronic and verbal bids will not be accepted. Prices or changes shown on the outside of an envelope will not be considered in determination of low bid.

4. City Hall Closure: If City Hall is closed for business at the time scheduled for the bid opening, for whatever reasons, sealed bids will be accepted and opened on the next business day of the City, at the original scheduled hour.

5. Competition Intended: It is the City’s intent that the Invitation for Bid (IFB) permits competition. It shall be the bidder’s responsibility to advise the Contract Officer in writing if any language requirement, specification, etc., or any combination thereof, inadvertently restricts or limits the requirements stated in the IFB to a single source. Such notifications must be received by the Contract Officer five (5) days prior to the date set for the bids to close.

6. Contract Quantities: The quantities specified in the Invitation for Bid are estimates only unless otherwise clearly noted and are given for the information of bidders and for the purpose of bid evaluation. They do not indicate the actual quantity that will be required, since such volume will depend upon requirements that may develop during the contract period. Quantities shown shall not be construed to represent any amount which the City shall be obligated to purchase under the contract or relieve the bidder of his obligation to fill all orders placed by the City, except as clearly noted.

7. Delivery: The time of delivery must be stated in definite terms. If time of delivery for different goods and/or services varies, the bidder shall so state.

8. Faith-based Organizations: The City of Suffolk does not discriminate against faith-based organizations.

9. Bidder Qualifications: Only bids from established Bidders for work similar in scope to work herein shall be considered; the City reserves the right to request specific reference information prior to award. Bidder shall demonstrate that he has adequate and appropriate manpower, tools and equipment to respond and perform in accordance with the provisions

- 8 -herein. The City may, at its option, disqualify a bidder and reject his bid for cause. Reasons deemed to be sufficient for this action shall include, but not be limited to, the following:

Evidence of collusion among bidders.

Receipt of more than one bid on any project from an individual, or from a corporation. This restriction does not apply to subcontractors.

Default on any previous contract.

For unreasonable failure to complete a previous contract within the specified time or for being in arrears on an existing contract without reasonable cause for being in arrears.

Inability to perform as revealed by an investigation of the Bidder's financial statement, experience and/or plant and equipment.

Bidder does not meet project-specific requirements, as identified in the Contract Documents

10. Pricing to be F.O.B. Destination – Freight Allowed: Pricing shall be F.O.B. destination-freight included for all competitive bids. F.O.B. Destination-Freight Included shall include all shipping costs to the City location(s) at the unit cost. No additional shipping charges shall be allowed.

11. Samples: Samples, when requested, must be furnished free of expense, and upon request, if not destroyed, will be returned at the bidder’s risk and expense.

12. Silence of Specifications: The apparent silence of these specifications and any supplemental specifications as to any detail or the omission from the specifications of a detailed description concerning any point 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.

13. Capacity of Bidder: All bids must be signed by a responsible officer or employee having the authority to bind the firm in contract. The bidder agrees that its contract performance shall be in strict conformance with the contract documents.

14. Rights to Damages: By signing this bid, 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 this bid. This provision is remedial in nature and is to be liberally construed by any court in favor of the City.

15. Anti-collusion: The bidder certifies by signing this Invitation of Bid that this bid is made without prior understanding, agreement, or accord with any other person or firm submitting a bid for the same goods and/or services and that this bid is in all respects bona fide, fair, and not the result of any act of fraud or collusion with another person or firm engaged in the same line of business or commerce. Any false statement hereunder may constitute a felony and can result in a fine and imprisonment, as well as civil damages.

16. Contact Prohibition: Direct contact with City departments other than Purchasing, on the subject of this bid is expressly forbidden except with the foreknowledge and permission of the Contract Officer. Violation may result in a determination that your firm is ineligible for an award.

All questions shall be in writing to the Contract Officer shown on the title page of the bid.

The respondents to this IFB shall not contact, either directly or indirectly, any other

- 9 -employee or agent of the City regarding this IFB. This prohibition shall also extend to the Suffolk City Council and locally elected officials. Any such unauthorized contact may disqualify the bidder from this procurement.

17. Debarment Status: By submitting a bid, bidders certify that they are not currently debarred by the Commonwealth of Virginia from submitting bids or proposals on contracts for the type of goods and/or services covered by this solicitation, nor are they an agent of any person or entity that is currently so debarred.

18. Ethics in Procurement: Bidders, Offerors, Contractors or Consultants must provide written disclosure with their bid or proposal if one of its officers, directors, trustees, partners, employees or lenders is an employee or an immediate family member (as defined by §2.2-4368 of the Virginia Public Procurement Act) of the City who is involved personally or substantially participates in this procurement transaction or owns or controls an interest of more than three percent (3%) of the company or received more than $5,000 annually from the Bidder, Offeror, Contractor, or Consultant.

19. Addenda: If issued, addenda to this solicitation will be posted on the Purchasing website https://www.suffolkva.us/Bids.aspx?CatID=17 It is the bidder’s responsibility to check the website or contact Purchasing prior to the submittal deadline to ensure that the bidder has a complete, up-to-date package. Acknowledgement of all issued addenda shall be indicated on the bid form in the appropriate spaces. Failure to acknowledge all addenda will result in bid being non-responsive.

20. Withdrawal of Bids: Bidder has the right to request withdrawal of their bids from consideration due to error by giving notice not later than two business days after the bids are publicly opened. Work papers showing evidence of error(s) may be required.

Bids may be withdrawn any time prior to the bid opening. Withdrawal of bids may be accomplished by submitting such request in writing on the issuing company's letterhead either in person, electronically, or by certified mail.

21. Award: Award will be made to the lowest responsive and responsible bidder based on the Total Bid price or by Bid Line. The quality of the goods and/or services to be supplied, their conformity with the specifications, their suitability to the requirements, the delivery, qualifications and references will be taken into consideration in making the award. The City reserves the right to refuse all bids. Determination of low bid shall be determined by the audited figure shown on the pricing page titled ‘Total Bid Amount’. In case of error in the extension of prices, the unit price shall govern.

22. Announcements: Upon the award or the announcement of the decision to award a contract, the City will publicly post such notice on the bulletin board located outside of the Purchasing Division and on the City’s web site:

23. Offer/Acceptance: Each bid is received with the understanding that the acceptance in writing by the City of the bidder to furnish any or all of the goods and/or services described therein, shall constitute a contract between the bidder and the City, which shall bind the bidder to furnish and deliver the goods and/or services quoted at the prices stated and in accordance with the conditions of the accepted bid; and the City on its part to order from

- 10 -such bidder, except for causes beyond reasonable control; and pay for, at the agreed prices, all goods and/or services specified and delivered.

24. Acceptance of Bid: Receipt of the bid by the City is not to be construed as an award or an order to ship.

25. City’s Rights: The City reserves the right to reject any and all bids, and to waive any informality if it is determined to be in the best interest of the City.

26. Appeals Procedure: Upon bidder’s request, administrative appeals information will be provided that 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 determination of non-responsibility and appeals from decision or disputes arising during the performance of a contract. To be timely all appeals shall be made within the time periods set forth by the Virginia Public Procurement Act, §2.2-4357, et seq. Contact the Contract Officer at once for assistance.

27. Additional Conditions: The Conditions and Instructions in this solicitation are intended to apply to the resulting contract and shall supersede any conflicting terms offered. Any additional conditions a bidder intends be considered must be submitted with the bid and noted as an exception. Such exceptions may result in a finding that the submittal is ‘non-responsive’ to the bid, negating possibility of an award to that bidder. Contractual documents submitted by the successful firm after an award will not be accepted.

28. Conflict: In the event of a conflict between the contract documents, including these

Conditions and Instructions, and the terms of a purchase order or related document issued by Purchasing, the contract documents shall control.

29. Precedence of Documents: In interpreting this Invitation for Bid (IFB) and resolving any ambiguities between the main body of the IFB (Sections A, B and C) and any supplemental documents or appendixes, Sections A, B, and C shall take precedence over any supplemental documents.

30. Governing Document: The solicitation document maintained by Purchasing, in the bid file, shall be considered the official copy. In the case of any inconsistency between bid documents submitted to the City, but not clearly listed as an exception, the language of the official copy shall prevail. Furthermore, any exception or change to the specifications made by the bidder may be cause to disqualify your bid.

31. Negotiation: Unless canceled or rejected, a responsive bid from the lowest responsible bidder shall be accepted as submitted; except that if the bid from the lowest responsible bidder exceeds available funds, the City may negotiate with the apparent low bidder to obtain a contract price within the available funds.

32. Cooperative Agreements: If authorized by the bidder(s), the resultant contract(s) may be extended to any jurisdiction within the Commonwealth of Virginia to purchase at the contract prices in accordance with the contract terms. Any jurisdiction using such contracts shall place its own order(s) directly with the successful bidder(s). The City of Suffolk acts only as the contracting agent and is not responsible for placement of orders, payment, or discrepancies of the participating jurisdictions. It is the bidder’s responsibility to notify the jurisdictions of the availability of contract(s).

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33. Prices: Prices shall be stated in units of quantity specified. No additional charges shall be passed on to the City, including any applicable taxes, delivery, or surcharges. Prices quoted shall be the final cost to the City. In case of error in the extension of prices, the unit price shall govern.

34. Corrections: All prices and notations should be in ink or typewritten. Mistakes may be crossed out and corrections made in ink and must be initialed and dated by the person signing the bid.

35. Brand Names: The use of the name of a manufacturer, brand, make or catalog designation in specifying an item shall restrict bidders to the manufacturer, brand, make or catalog designation identified, unless qualified by the provision “or approved equal”. If qualified by the provision “or approved equal” the Brand Names are used simply to indicate the character, quality and/or performance equivalence of the goods and/or services desired. The goods and/or services on which bids are submitted must be of such character, quality and/or performance equivalence that it will serve as that specified. In submitting bids on goods and/or services other than as specified, bidder shall furnish complete data and identification with respect to the alternate goods and/or services that they propose to furnish. It shall be in the City’s sole judgment if a substitute product offered is an approved equal and acceptable.

36. Standard Equipment: Any equipment delivered must be standard, new and unused equipment, latest model, except as otherwise specifically stated in the bid. Where any part or the normal accessories of equipment is not described, it shall be understood that all the equipment and accessories that are usually provided in the manufacturer’s stock model shall be furnished.

37. Anti-Discrimination: By submitting their bids, bidders certify to the City that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians with Disabilities Act, the Americans with Disabilities Act and 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided;

however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia 2.2.4343.1(E)).

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

1. During the performance of this contract, the bidder agrees as follows:

a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, service disabled veterans, status as a military family, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the

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Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

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

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

2. The Contractor will include the provisions of Section a, b, and c above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

CONTRACT TERMS AND CONDITIONS

1. Alien Employment: The Contractor certifies that he does not and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ unauthorized aliens as defined in the federal Immigration Reform and Control Act of 1986, as amended.

2. 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 those contracts that envision extended funding through successive fiscal periods shall be contingent upon actual appropriations for the following years.

3. 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. Changes and Additions: It shall be the responsibility of the Contractor to notify the City, in writing, of any necessary modifications or additions in the Scope of this Contract.

Compensation for changes or additions in the Scope of this Contract will be negotiated and approved by the City, in writing.

It is understood and agreed to by both the City and the Contractor that such modifications or additions to this Contract shall be made only by the full execution of the City’s standard Contract Change Order Form. Furthermore, it is understood and agreed by both parties that any work done by the Contractor on such modification or addition to this Contract prior to the City’s execution of its standard Agreement change order form shall be at the total risk of the Contractor and said work may not be compensated by the City.

5. Contractor’s Form: In cases where the City may accept the Contractor’s form agreement, whereas certain standard clauses that may appear in the Contractor’s form agreement cannot be accepted by the City, and in consideration of the convenience of using that form, and this form, without the necessity of negotiating a separate contract document, the parties hereto specifically agree that, notwithstanding any provisions appearing in the

- 13 -attached Contractor’s form agreement, the City’s contract addendum shall prevail over the terms of the Contractor’s agreement in the event of a conflict.

6. Conflicts of Interests: Contractor shall not accept or receive commissions or other payments from third parties for soliciting, negotiating, procuring, or effecting insurance on behalf of the City.

7. Contractor Failure to Perform: Failure of the Contractor to perform the contract by reason of the City’s non-acceptance of additional conditions submitted after the award shall result in termination of the contract by the City and may result in debarment of the Contractor for a period of up to three (3) 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.

8. Contractual Disputes: Bidder, Offeror, Contractor or Consultant agree all contractual disputes will be conducted in accordance with provision §2.2-4363 of the Virginia Public Procurement Act.

9. Copyright Protection: The Contractor agrees to defend and save the City, its agents, officials, and employees, harmless from liability of any nature or kind, for use of any copyright, composition, secret process, patented or unpatented invention, articles or appliances furnished or used in the performance of the contract, or which the Contractor is not the patentee, assignee, or licensee, to the same extent as provided in the above paragraph.

10. 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. Such actions taken by the City shall not release the Contractor from additional remedies that may be allowed by law.

11. Drug-Free Workplace: During the performance of this contract, the Contractor agrees to

(1) provide a drug-free workplace for the Contractor's employees; (2) post in conspicuous place, 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; (3) state in all solicitation or advertisement for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and (4) 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 section, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a Contractor, 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.

12. Entire Agreement: This contract 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.

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This contract shall not be modified, altered, changed or amended unless in writing and signed by the parties hereto.

13. Exemption from Taxes: The City is exempt from state sales tax and federal excise tax.

A tax exempt certificate indicating the City’s tax exempt status will be furnished by the City upon request.

14. Governing Law: This Contract is made, entered into, and shall be performed in the City of Suffolk, Virginia, and shall be governed by the applicable laws of the Commonwealth of Virginia without regard to its conflict of law rules. In the event of litigation concerning this Contract, the parties agree to the exclusive jurisdiction and venue of the Circuit Court of the City of Suffolk, Virginia; however, in the event that the federal court has jurisdiction over the matter, then the parties agree to the exclusive jurisdiction and venue of the U.S.

District Court for the Eastern District of Virginia, Norfolk Division.

The Contractor shall not cause a delay in services because of the pending or during litigation proceedings, except with the express, written consent of the City or written instruction/order from the Court.

15. Indemnification: Contractor shall defend and indemnify the City, and the City’s employees, agents, and volunteers, from and against any and all damage claim, liability, cost, or expense (including, without limitation, attorney’s fees and court costs) of every kind and nature (including, without limitation, those arising from any injury or damage to any person, property or business) incurred by or claimed against the Contractor, its employees, agents, and volunteers, or incurred by or claimed against the City, the City’s employees, agents, and volunteers, arising out of, or in connection with, the performance of all services hereunder by the Contractor. This indemnification includes, but is not limited to, any financial or other loss, including, but not limited to, any adverse regulatory, agency or administrative sanction or civil penalties, incurred by the City due to the negligent, fraudulent or criminal acts of the Contractor or any of the Contractor’s officers, shareholders, employees, agents, consultants, sub-consultants, or any other person or entity acting on behalf of the Contractor. Unless otherwise provided by law, the Contractor indemnification obligations hereunder shall not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor under workers’ compensation acts, disability benefit acts, other employee benefit acts, or benefits payable under any insurance policy. This paragraph shall survive the termination of the contract including any renewal or extension thereof.

16. 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.

17. Payment Terms: Payment terms shall be ‘Net 45’ days, from the date of Contractor invoice approval by the City.

Payment terms, if offered, shall not be considered in determining the low bidder.

Discount period, if offered, shall be computed from the date of proper receipt of the Contractor’s correct invoice, or from the date of acceptable receipt of the goods and/or services, whichever is latest.

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The payment terms stated herein must appear on the Contractor’s invoice. Failure to comply with this requirement shall result in the invoice being returned to the Contractor for correction.

Late payment charges shall not exceed the allowable rate specified by the Commonwealth of Virginia Prompt Payment Act. (1% per month)

Contractor shall submit invoices in duplicate, such statement to include detailed breakdown of all charges, and shall be based on completion of tasks or deliverables.

Individual Contractors shall provide their social security numbers, and proprietorships, partnerships, and corporations shall provide their federal employer identification number on their submittal.

The City prefers to make payment with the City’s Purchasing Card. Typically this enables faster payments to the Contractor. Are you willing and able to accept this type of payment?

Yes____ No____

18. Laws, 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.

19. Contractor’s License: If any of the services promulgated under this solicitation consist of construction work, it is required under Title 54.1, Chapter 11, Code of Virginia, for a Contractor who performs or manages construction, removal, repair, or improvement when the total value referred to in a single contract or project is:

One hundred twenty thousand dollars ($120,000) or more, or the total value of all such construction, removal, repair or improvements undertaken by such person within any twelve-month period is seven hundred fifty thousand dollars ($ 750,000) or more shall show evidence of being licensed as a Class A Contractor.

Ten thousand dollars ($10,000) or more, but less than one hundred twenty thousand dollars ($120,000) or the total value of all such construction, removal, repair, or improvement undertaken by such person within any twelve-month period is one hundred and fifty thousand dollars ($150,000) or more, but less than seven hundred fifty thousand dollars ($750,000) shall show evidence of being licensed as a Class B Contractor.

Over one thousand ($1,000) but less than ten thousand ($10,000), or the total value of all such construction, removal, repair, or improvements undertaken by such person within any twelve-month period is one hundred and fifty thousand dollars ($150,000) shall show evidence of being licensed as a Class C Contractor.

The City shall require master certification as a condition of licensure or certification of electrical, plumbing and heating, ventilation and air conditions Contractors.

A valid business license from the City may be required. The contractor shall complete whichever of the following notations is appropriate:

“Licensed Class A Virginia Contractor Number .”

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“Licensed Class B Virginia Contractor Number .”

“Licensed Class C Virginia Contractor Number .”

20. License Requirement: All firms doing business in the City of Suffolk are required to be licensed in accordance with the City of Suffolk business license ordinance. Wholesale and retail merchants without a business location in the City of Suffolk are exempt from this requirement. Any questions concerning business licenses should be directed to the Commissioner of the Revenue’s Office, (757) 514-4260 or email comrev@suffolkva.us

21. Payments to Subcontractors: Within seven (7) days after receipt of amounts paid by the City for work performed by a subcontractor under this contract, the Contractor shall either:

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 contract; or

b. Notify the City and Subcontractor, in writing, of his intention to withhold all or a portion of the subcontractor’s payment and reason for non-payment.

The Contractor shall pay interest to the Subcontractor on all amounts owed that remain unpaid beyond the seven (7) day period except for amounts withheld as allowed in Item

b. above.

Unless otherwise provided under the terms of this contract, interest shall accrue at the rate of one percent (1%) per month.

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 as set forth above with respect to each lower-tier subcontractor.

The Contractor’s obligation to pay an interest charge to a subcontractor pursuant to the provision my not be construed to be an obligation to the City.

22. Records and Inspection: The Contractor shall maintain full and accurate records with respect to all matters covered under the contract, including, without limitation, accounting records, written policies, 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 the contract. The City’s employees, agents or authorized representatives shall have access to the Contractor’s facilities, shall have access to all necessary records and shall be provided adequate and appropriate work space, in order to conduct audits.

23. Responsibility of Contractor: The Contractor shall, without additional costs or fee to the City, correct or revise any errors or deficiencies in his performance. Neither the City’s review, approval, acceptance of, or payment for any of the services required under this mailto:comrev@suffolkva.us

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Agreement shall be deemed a waiver of rights by the City, and the Contractor shall remain liable to the City for all costs which are incurred by the City as a result of the Contractor’s negligent performance of any of the services furnished under this Agreement.

24. Rights and Remedies Not Waived: In no event shall the making by the City of any payment to the Contractor, or the waiver by the City of any provision under this 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 right or remedies available to the City.

25. Safety: All Contractors and sub-contractors performing services for the City are required to and shall comply with all Occupational Safety and Health Administration (OSHA), State and City Safety and Occupational Health Standards and any other applicable rules and regulations. Also all Contractors and sub-contractors shall be held responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to persons or property within and around the work site area under this contract.

26. Scheduling and Delays: The parties to this Contract 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. Notwithstanding the above, in construction contracts, to the extent that an unreasonable delay is caused by the act or omissions of the City due to causes within the City’s control, the above waiver or release shall not apply.

27. Severability: If any provision of this contract 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 hereby, and each provision of this contract shall be valid and enforced to the full extent permitted by law.

28. Termination for Convenience: The City may at any time, and for any reason, terminate this Contract by written notice to Contractor specifying the termination date, which shall be not less than thirty (30) days from the date such notice is mailed.

Notice shall be given to Contractor by certified mail/return receipt requested at the address set forth in Contractor’s Bid Proposal or as provided in this Contract. In the event of such termination, Contractor shall be paid such amount as shall compensate Contractor for the work satisfactorily completed, and accepted by the City, at the time of termination. If the City terminates this Contract, Contractor shall withdraw its personnel and equipment, cease performance of any further work under this Contract, and turn over to the City any work completed or in process for which payment has been made.

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29. Termination for Cause: In the event that Contractor shall for any reason or through any cause be in default of the terms of this Contract, the City may give Contractor written notice of such default by certified mail/return receipt requested at the address set forth in Contractor’s Bid or as provided in this Contract.

Unless otherwise provided, Contractor shall have ten (10) days from the date such notice is mailed in which to cure the default. Upon failure of Contractor to cure the default, the City may immediately cancel and terminate this Contract as of the mailing date of the default notice.

Upon termination, Contractor shall withdraw its personnel and equipment, cease performance of any further work under the Contract, and turn over to the City any work in process for which payment has been made. In the event of violations of law, safety or health standards and regulations, this Contract may be immediately cancelled and terminated by the City and provisions herein with respect to opportunity to cure default shall not be applicable.

30. Use of Forced and Indentured Child Labor: The use of forced or indentured child labor in the performance of this contract is prohibited. The Contractor must include such prohibition in every subcontract or purchase order that exceeds $10,000, so the prohibition shall be binding on each subcontractor or vendor.

FEDERAL CLAUSES

1. Flow Down Requirements

All Federal Clauses and requirements flow down from FTA Contractors and sub-

Contractors to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance.

2. No Obligation by the Federal Government.

The City and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

3. False or Fraudulent Statements or Claims or Related Acts

A. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor

- 19 -further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.

B. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is…