ITB 24-02-91 Adult Sports Officating Services.pdf

October 2021

City of Roanoke Invitation to Bid

Date: March 1, 2024

Bid Number:

ITB# 24-02-91

Adult Sports Officiating Services

Bid Due Date and Time: March 15, 2024 at or before 2:00 p.m.

Bid Opening Date and Time: March 15, 2024, 3:00 p.m. See Section 7. A. for details

Legal Name of Bidder (SCC Registration):

Mailing Address:

Terms: Net 30

Delivery:

Phone: Fax: E-mail:

Acknowledge each addendum received:

Date

Date

Date

Date

Printed name of authorized person submitting Bid:

Issued by:

City of Roanoke Purchasing Division Noel C. Taylor Municipal Building 215 Church Ave SW, Room 202 Roanoke, VA 24011

Pamela Simpkins Purchasing Manager Phone: 540-853-2871 Email: Purchase@roanokeva.gov (Purchasing Official)

THIS PUBLIC BODY DOES NOT DISCRIMINATE AGAINST FAITH BASED ORGANIZATIONS

No Bid may be withdrawn within a period of sixty (60) days after Bid opening except for clerical errors, as set forth in part (1) of Section 2.2-4330(B), Virginia Code, 1950, as amended.

The City reserves the right to cancel or reject any or all Bids and to waive any informalities in any Bid.

This Invitation to Bid consists of these parts:

1. All Sections of the Invitation to Bid.

2. Bid Form (Attachment A).

3. Sample Contract (Attachment B) mailto:Purchase@roanokeva.gov

CITY OF ROANOKE, VIRGINIA

INVITATION TO BID NO. 24-02-91

SECTION 1. PURPOSE: The purpose of this Invitation to Bid (ITB) is the procurement of officiating services for adult sports.

The City of Roanoke invites any qualified Bidder to respond to this ITB by submitting a Bid for such work, service, and/or items consistent with the terms and conditions herein set forth.

SECTION 2. BACKGROUND: The City of Roanoke Parks and Recreation Department offers a variety of Adult Recreational Sports programs, including but not limited to: Adult Fall Softball, Adult Spring Softball, Adult Kickball. The successful vendor would provide the appropriate number of officials per game for each adult sport opportunity provided by the City of Roanoke Parks and Recreation Department.

SECTION 3. SERVICES REQUIRED:

A description and/or listing of the services and/or items that the Successful Bidder will be required to provide to the City under this ITB are those that are set forth in Exhibit 2 of the Sample Contract (Attachment B) attached to this ITB. Each Bidder should carefully read and review all such documents.

SECTION 4. REQUIRED QUALIFICATIONS FOR BIDDERS:

The officials that will be provided for each sport should be certified by a governing body associated with said sport (i.e. Adult Softball Officials should be USSSA Certified Officials).

SECTION 5. TERM OF CONTRACT OR TIME OF PERFORMANCE OR NOT USED:

A. The term of any resultant Contract will be for one (1) year, from date of final signature, at which time it will terminate, unless sooner terminated pursuant to the terms of the Contract or by law or unless renewed as set forth in such Contract.

B. Upon the mutual agreement of the parties, the Contract may be renewed for up to 4 additional one (1) year periods or any combination thereof. If either party wants to renew the Contract that party shall give a written request to renew to the other party within 60 days of the expiration of the original term or any renew term of the Contract. The party receiving such request shall either accept or reject in writing such request within 30 days of receipt of that request, provided, however, if the party receiving the request to renew fails to respond within 30 days, the request to renew shall be deemed to be rejected.

C. All terms and conditions shall remain in force for the term of the Contract and for any renewal period unless modified by mutual agreement of both parties. Prices shall not be increased during the initial term of the Contract. Prices for any renewal periods will be subject to the mutual agreement of both parties.

SECTION 6. PAYMENT FOR SERVICES: Payment(s) to the Successful Bidder shall be made in accordance with the provisions of the resultant Contract, subject to final approval by the City.

SECTION 7. GENERAL INSTRUCTIONS TO BIDDERS:

A. Bids, to be considered, must be received by the Due Date and Time at or before 2:00 p.m., local time, on March 15, 2024. All Bids received by the Due Date and Time will be opened at the Open Date and Time, on March 15, 2024, at 3:00 p.m, and read via conference call using the following call-in information:

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Bids received after 2:00 p.m. will not be accepted or considered. The time of receipt of bids submitted shall be determined by the purchasing official who is to open the Bids. The ITB and related documents may be obtained from the City’s Vendor Self Services system, https://VSS.roanokeva.gov, or from the City’s web site at https://www.roanokeva.gov/purchasing.

Alert: Bidders are required to submit their bid by the due date and time via email to purchase@roanokeva.gov. Emails received after the due date and time will not be considered.

The email must include the ITB number and title in the subject line and Company name. All other references to delivery methods of the bid are not valid.

EMAIL SUBJECT SHALL INCLUDE: Bid Number: ITB 24-02-91 Adult Sports Officiating Services Due Date: March 15, 2024 and Time: 2:00p.m.; Open Date March 15, 2024 and Time 3:00p.m.

B. If you download this ITB from the City website and intend to submit a proposal, you should notify

Purchasing that you have done so. However, each Bidder is solely responsible for ensuring that such Bidder has the current, complete version of the ITB documents, including any addenda, before submitting a bid. Receipt by the bidder of such addendum should be acknowledged on the Bid Form and/or addendum. Addenda will be posted on Vendor Self Service (VSS) at https://VSS.roanokeva.gov as well as the Current Bids/RFP Requests tab on the Purchasing Division’s web page at www.roanokeva.gov/purchasing.The City is not responsible for any ITB https://teams.microsoft.com/l/meetup-join/19%3ameeting_MmU0ZWM4OWEtNGFkMi00NWY5LWI0OWItMDAxMWZhYjEyNWRi%40thread.v2/0?context=%7b%22Tid%22%3a%224b5ef942-bd40-4d06-a3df-44ad34270d92%22%2c%22Oid%22%3a%224a4e4cf7-c08d-4e62-8e44-2357996a4ca6%22%7d https://www.microsoft.com/en-us/microsoft-teams/download-app https://www.microsoft.com/microsoft-teams/join-a-meeting tel:+14694804192,,408451997 https://dialin.teams.microsoft.com/7ebe0b04-1af2-4b41-81f3-17678db61ebe?id=408451997 https://dialin.teams.microsoft.com/usp/pstnconferencing https://aka.ms/JoinTeamsMeeting https://teams.microsoft.com/meetingOptions/?organizerId=4a4e4cf7-c08d-4e62-8e44-2357996a4ca6&tenantId=4b5ef942-bd40-4d06-a3df-44ad34270d92&threadId=19_meeting_MmU0ZWM4OWEtNGFkMi00NWY5LWI0OWItMDAxMWZhYjEyNWRi@thread.v2&messageId=0&language=en-US https://vss.roanokeva.gov/ https://www.roanokeva.gov/purchasing mailto:purchase@roanokeva.gov obtained from any source other than the City. Contact Pamela Simpkins, Purchasing Manager, by phone at 540-853-2871, or by email at purchase@roanokeva.gov.

C. Payment terms and delivery date(s) must be shown on the submitted Bid, if applicable.

D. All Bids are to be submitted in accordance with all terms, conditions, rules, regulations, requirements and specifications identified in and by this ITB.

E. Bids are to be on the Form as provided with or as otherwise specified in this ITB. If a Bid Form is provided, no changes are to be made to the Bid Form. Any changes to Bid amounts must be initialed.

F. All Bids shall be signed by a person on behalf of the responding Bidder who is appropriately authorized to do so. The printed name of that authorized person should be shown as well. Any Bid submitted should be in the complete legal name of the Bidder responding. No Bid will be considered from any Bidder not properly licensed as may be required by law.

G. Bids that have been appropriately opened cannot be changed, adjusted, corrected or modified in any way other than complete withdrawal. The City’s procedures for withdrawal of bids (whether construction or other than construction) is that set forth in Code of Virginia, §2.2-4330(A)&(B)(1), which allows withdrawal of a Bid due to an error such as an unintentional arithmetic error or an unintentional omission of a quantity of work, labor or material made directly in the compilation of a Bid, which unintentional arithmetic 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. Withdrawal must be requested within two days of the Bid opening by delivering to the City original work papers, documents, and materials used in preparation of the Bid.

H. All Bids, appropriately received, will be evaluated by considering the requirements set forth in the ITB, the quality, workmanship, economy of operation, suitability for intended purpose, delivery, payment terms and price of product or service being requested in this Bid.

I. Bids are to be submitted on the type, brand, make, and/or kind of product and/or service requested or its approved equal, to be solely determined by the City, unless otherwise specified. Should a Bid be for a product and/or service as an equal, the name, make, model and type of that which is being Bid must be clearly stated. The Bid must also be accompanied by descriptive literature of the product or service Bid to allow for evaluation. Failure to provide this information may result in the Bid being considered non-responsive and may not be considered.

J. If an award is made for the item(s) and/or services requested, a notice of award will be made which will be posted to a file in the City’s Purchasing Division, Room 202, telephone no. 540-853-2871, and notification of such award will be made available for Public view in the lobby of the Noel C. Taylor Municipal Building, 215 Church Ave., S.W., Roanoke, VA. 24011, as well as, on City’s electronic procurement website. Upon completion of the contract, payment will be made only to the Successful Bidder at the address as shown on the contract. If the remittance address is other than the address on the Bid, it must be clearly noted and explained in the Bid. Contract will be paid only when the ] services have been supplied to and approved by the City.

K. All items, identified in this ITB, are to be quoted and provided F.O.B. DESTINATION-INSIDE DELIVERY, unless otherwise stated in this ITB. All furniture items, if any, are to be put together and set in place.

L. The City reserves the right to cancel this ITB or reject any or all Bids, to waive any informalities in any Bid and to purchase any whole or part of the items and/ or services listed in the ITB.

M. Each Bidder is to notify in writing the Purchasing Division if any of Bidder’s owners, officers, employees, or agents, or their immediate family members, is currently or has been in the past year, an employee of the City of Roanoke or has any responsibility or authority with the City that might affect the procurement transaction or any claim resulting therefrom. If so, please provide the Purchasing Division with the complete name and address of each such person and their connection to the City of Roanoke. Each Bidder is advised that the Ethics in Public Contracting and Conflicts of Interests Act of the Code of Virginia, as set forth in this ITB, apply to this ITB. Such information should be provided in writing before the Bid opening date or may also be provided with the Bid response.

N. The attention of each Bidder is directed to VA Code Sections 54.1-1100 et seq. which requires certain licenses for contractors, tradesmen and others. Each Bidder is required to determine which license, if any, it is required to have under such sections. Each Bidder shall so state on the Bid Form, or in its response, if no Bid Form is provided, whether it has a VA license under such sections and, if so, the type of license and/or license number. Failure to include this information may result in the Bid being rejected as non-responsive.

O. Bid Submittals shall include:

1. Page 1, Invitation to Bid

2. Page _, The Bid Form (Unit Price shall include all labor, material, delivery costs, overhead and profit.)

Failure to do so may result in the Bid being determined as non-responsive.

Questions or concerns may be addressed by contacting Pamela Simpkins, Purchasing Manager, at (540) 853-2871 or by email at purchase@roanokeva.gov.

P. Ethics in Public Contracting. The provisions, requirements, and prohibitions as contained in Sections 2.2-

4367 through 2.2-4377, of the Virginia Code, pertaining to bidders, offerors, contractors, and subcontractors are applicable to this ITB.

Q. Conflict of Interests Act. The provisions, requirements, and prohibitions as contained in Sections 2.2-3100, et seq., of the Virginia Code are applicable to this ITB.

R. The procurement provisions of the Code of the City of Roanoke (1979), as amended, Sections

23.2-1, et seq., as well as the City Procurement Manual, applies to this ITB, unless specifically modified herein. The City’s Procurement Manual can be reviewed at the Purchasing office.

S. The City may request clarification from any of the Bidders after review of the Bids received.

T. The City is not liable for any costs incurred by any Bidder in connection with this ITB or any response by any Bidder to this ITB. The expenses incurred by a Bidder in the preparation, submission, and presentation of the Bid are the sole responsibility of the Bidder and may not be charged to the City.

U. General and/or technical questions regarding the Scope of Services and/or items required, or procurement questions under this ITB may be directed to Pamela Simpkins, Purchasing Manager, at (540) 853-2871, or by email at purchase@roanokeva.gov.

V. Each Bidder is required to state if it has ever been debarred, fined, had a contract terminated, or found not be a responsible bidder or Offer or by any federal, state, or local government and/or private entity. If so, please give the details of each such matter and include this information with Bidder’s response.

W. Each Bidder who is a stock or Nonstock Corporation, Limited Liability Company, business trust, or a limited partnership or other business entity shall be authorized to transact business in the Commonwealth of Virginia as a domestic or foreign business entity if required by law. Each such Bidder shall include in its bid response the Identification Number issued to it by the Virginia State Corporation Commission (SCC) and should list its business entity name as it is listed with the SCC. Any Bidder that is not required to be authorized to transact business in the Commonwealth as a domestic or foreign business entity as required by law shall include in its bid response a statement describing why the Bidder is not required to be so authorized. (See Va. Code Section 2.2-4311.2).

X. Direct contact with any City employee without the permission of the Purchasing Manager or her designated representative, on the subject of this bid, is strictly forbidden. Violation of this Instruction may result in disqualification of Bid.

SECTION 8. MISCELLANEOUS:

A. Ownership of all data, materials, and documentation originated and prepared for the City pursuant to the

ITB shall belong exclusively to the City and be subject to public inspection in accordance with the Virginia Freedom of Information Act. The trade secrets or proprietary information submitted by the Bidder shall not be subject to public disclosure under the Freedom of Information Act, unless otherwise required by law or a court. However, the Bidder must invoke the protection of Section 2.2-4342(F) of the Code of Virginia, in writing, either before or at the time the data or other material is submitted. The written notice must SPECIFICALLY identify the data or materials to be protected and state the reason why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words, figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line item prices, and/or total proposal prices as proprietary, or trade secrets, is NOT ACCEPTABLE and may result in REJECTION of the Bid.

B. All Bidders shall be solely responsible for making sure that they have the most current and complete version of this ITB and all addenda that may have been issued for this ITB and that such Bidder has examined all such documents and data. Any interpretation, correction, or change of the ITB will be made by an addendum. Interpretations, corrections or changes of this ITB made in any other manner will not be binding and Bidders must not rely upon such interpretations, corrections, or changes. The City of Roanoke Purchasing Division will issue Addenda. Addenda will be posted on Vendor Self Service (VSS) at https://VSS.roanokeva.gov as well as the Current Bids/RFP Requests tab on the Purchasing Division’s web page at www.roanokeva.gov/purchasing.

C. No Bidder shall confer on any public employee having official responsibility for a purchasing transaction any payment, loan, subscription, advance, deposit or money, service, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is exchanged.

D. The City may make investigations to determine the ability of the Bidder to perform the work and/or provide the services and/or items as described in this ITB. The City of Roanoke reserves the right to reject any Bid if the Bidder fails to satisfy the City of Roanoke that it is qualified to carry out the obligations and requirements requested in this ITB.

E. The Successful Bidder must comply with the nondiscrimination provisions of Virginia Code Section 2.2- 4311, which are incorporated herein by reference.

F. The Successful Bidder must comply with the drug-free workplace provisions of Virginia Code Section 2.2- 4312, which are incorporated herein by reference.

G. It is the policy of the City of Roanoke to maximize participation by minority-owned, women-owned, small, and service disabled veteran- owned businesses in all aspects of City contracting opportunities.

https://vss.roanokeva.gov/ http://www.roanokeva.gov/purchasing.

H. The Successful Bidder shall comply with all applicable City, State, and Federal laws, codes, provisions, and regulations. The successful Bidder shall not during the performance of any resultant contract knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

I. Providers of any outside services and/or items shall be subject to the same conditions and requirements as the Successful Bidder in regards to law, code, or regulation compliance. The City reserves the right of approval for any subcontract work, including the costs thereof.

SECTION 9. EVALUATION FOR LOWEST RESPONSIVE AND RESPONSIBLE BIDDER: To determine the lowest responsive and responsible Bidder with respect to this Bid, the following factors, among such others as will protect and preserve the interest of the City may be considered:

A. Total extended Bid price as set forth on the Bid Form;

B. The specified terms and discounts, if any, of the Bid;

C. The ability, capacity and skill of the Bidder to perform the Contract and/or provide the services required;

D. Whether the Bidder can perform the Contract and/or perform the services promptly, or within the time specified, without delay or interference;

E. The character, integrity, reputation, judgment, experience and efficiency of the Bidder;

F. The quality of performance on previous contracts or services;

G. The previous and existing compliance by the Bidder with laws and ordinances relating to other contracts, purchase orders, items and/or services provided by Bidder in other matters;

H. The equipment and facilities available to the Bidder to perform the Contract and/or provide the services and/or items requested in the ITB;

I. The sufficiency of the financial resources and ability of the Bidder to perform the Contract and/or provide the services and/or items requested in the ITB;

J. The quality, availability, and adaptability of the supplies, materials, equipment and/or services the Bidder can provide for the particular use and/or work requested in the ITB; and

SECTION 10. CONTRACTOR'S AND SUBCONTRACTOR'S INSURANCE: Successful Bidder, and any of its subcontractors, shall, at its sole expense, obtain and maintain during the life of the resulting Contract the insurance policies and/or bonds required. Any required insurance policies and/or bonds shall be effective prior to the beginning of any work or other performance by Successful Bidder, or any of its subcontractors, under any resultant Contract. All such insurance shall be primary and noncontributory to any insurance or self-insurance the City may have. The policies and coverages required are those as may be referred to in the sample contract attached to this ITB, but shall include workers’ compensation coverage regardless of the number of employees, unless otherwise approved by the City’s Risk Manager.

SECTION 11. NEGOTIATIONS WITH LOWEST RESPONSIVE AND RESPONSIBLE BIDDER: If the Bid by the lowest responsive and responsible Bidder exceeds available funds, the City reserves the right to negotiate with the apparent low Bidder pursuant to §2.2-4318 Code of Virginia. The conditions and procedures under which such negotiation may be undertaken are as follows: the appropriate City officials shall determine that the lowest responsive and responsible Bid exceeds available funds, and notify such Bidder in writing of its desire to negotiate.

Thereafter, negotiations with the apparent low Bidder may be held to obtain a contract within available funds involving discussions of reduction of quantity, quality, or other cost saving mechanisms. Any such negotiated contract shall be subject to final approval of the City, in the sole discretion of the City.

SECTION 12. BID AWARD: If an award of a Contract is made, it will be made to the lowest responsive and responsible Bidder and notice of the award or the intent to award will be made by posting a notice of such award or announcement on the Awarded Bids Tab on the Purchasing Division web page at www.roanokeva.gov/purchasing and in the foyer area of the 2nd Floor of the Noel C. Taylor Municipal Building at 215 Church Avenue, S.W., Roanoke, Virginia 24011.

http://www.roanokeva.gov/purchasing

SECTION 13. FAITH BASED ORGANIZATIONS: Pursuant to Virginia Code Section 2.2-4343.1, be advised that the City does not discriminate against faith-based organizations.

SECTION 14. HOLD HARMLESS AND INDEMNITY: Successful Bidder shall indemnify and hold harmless the City and its officers, agents, and employees against any and all liability, losses, damages, claims, causes of action, suits of any nature, costs, and expenses, including reasonable attorney’s fees, resulting from or arising out of Successful Bidder’s or its employees, agents, or subcontractors actions, activities, or omissions, negligent or otherwise, on or near City’s property or arising in any way out of or resulting from any of the work or items to be provided under the Contract, and this includes, without limitation, any fines or penalties, violations of federal, state, or local laws or regulations, personal injury, wrongful death, or property damage claims or suits. Successful Bidder agrees to and shall protect, indemnify, and hold harmless all the parties referred to above from any and all demands for fees, claims, suits, actions, causes of action, settlement or judgments based on the alleged or actual infringement or violation of any copyright, trademark, patent, invention, article, arrangement, or other apparatus that may be used in the performance of the Contract.

SECTION 15. PROTESTS: Any Bidder who wishes to protest or object to any award made or other decisions Pursuant to this ITB may do so only in accordance with the provisions of Sections 2.2-4357, 4358, 4359, 4360, 4363, and 4364 of the Code of Virginia, and only if such is provided for in such Code section. Any such protest or objection must be in writing signed by a representative of the entity making the protest or objection and contain the information required by the applicable Code Sections set forth above. Such writing must be delivered to the City Manager within the required time period.

SECTION 16. COOPERATIVE PROCUREMENT: The procurement of goods and/or services provided for in this procurement is being conducted in accordance with Virginia Code Section 2.2-4304 and on behalf of other public bodies in Virginia. Unless specifically prohibited by the Successful Bidder, any resultant contract may be used by other public bodies in Virginia as allowed by Section 2.2-4304. The Successful Bidder shall deal directly with each public agency or body seeking to obtain any goods and/or services pursuant to this procurement or from this procurement and in accordance with Virginia Code Section 2.2-4304. The City of Roanoke shall not be responsible or liable for any costs, expenses, or any other matters of any type to either the Bidder or the public agency or body seeking to obtain any goods and/or services pursuant to this cooperative procurement provision.

SECTION 17. INFORMATION ON CONTRACT/PURCHASE ORDER TO BE AWARDED: The Sample Contract marked as Attachment B to ITB No. 24-02-91 contains terms and conditions that the City plans to include in any contract/purchase order that may be awarded, but such terms and conditions may be added to, deleted, or modified as may be agreed to between the City and the Successful Bidder. However, if a Bidder has any objections to any of the terms or conditions set forth in the Sample or any changes or additions thereto that the Bidder wants to discuss before submitting a bid, the Bidder should set forth such objections, changes, or additions in written correspondence to the Purchasing Division at least five (5) days before the bid opening date for this ITB. Otherwise, submission of a bid by a Bidder will obligate such Bidder, if it is the Successful Bidder, to enter into a contract/purchase order containing the same or substantially similar terms and conditions as contained in such Attachment, and to comply with such terms and conditions. Also, such terms and conditions, together with the requirements of this ITB, shall be deemed to be a part of any resultant Contract/Purchase Order that may be issued by the City to the Successful Bidder.

END.

ATTACHMENT A

TO

ITB #24-02-91

BID FORM/SPECIFICATIONS

SPORT FEE PER GAME ESTIMATED GAMES

PER SEASON EXTENDED BID PRICE

Men’s Softball (2 officials per game) 278

Co-ed Softball (1 official per game) 182

Kickball (1 official per game) 153

Book Fee (per game) 513

Total

UNIT PRICE SHALL INCLUDE ALL SHIPPING AND HANDLING CHARGES.

The City reserves the right to add, delete, or adjust quantities as deemed necessary by the City.

Bids containing any conditions, omissions, unexplained erasures, alterations or items not called for in the bid, or irregularities of any kind, may be rejected by the City as being nonresponsive. No changes are to be made to the Bid Form. Any changes to a Bid Amount must be initialed by the person signing the Bid Form.

The attention of each Bidder is directed to VA Code sections 54.1-1100, et seq. which requires certain licenses for contractors, tradesmen, and others. Each Bidder is required to determine which license, if any, it is required to have under such sections. Complete the following:

Bidder ___ does have ___ does not have a Virginia Contractor’s License. (Check appropriate block) If Bidder has a Virginia Contractor’s License, circle the class Bidder has and list the number.

Licensed “Class A”, “Class B”, or “Class C” Virginia Contractor Number _____________

If Bidder has another type of Virginia License, please list the type and number:

Type of license __________________ and number: ________________.

Bidder is a __ resident or __ nonresident of Virginia. (Check appropriate blank. See VA Code Sections 54.1-1100, et seq).

The attention of each Bidder is directed to Virginia Code Section 2.2-4311.2 which requires a bidder organized or authorized to transact business in the Commonwealth of Virginia pursuant to Title 13.1 or Title 50 of the Code of Virginia, as amended, or as otherwise required by law, shall include in its bid the Identification Number issued to such bidder by the Virginia State Corporation Commission (SCC). Furthermore, any bidder that is not required to be authorized to transact business in the Commonwealth of Virginia as a domestic or foreign business entity under Title 13.1 or Title 50 or as otherwise required by law shall include in its bid a statement describing why the bidder is not required to be so authorized. Please complete the following by checking the appropriate line that applies and providing the requested information:

Signature page required with submittal of bid

A._____ Bidder is a Virginia business entity organized and authorized to transact business in Virginia by the SCC and such bidder’s/offeror’s Identification Number issued to it by the SCC is

B._____ Bidder is an out-of-state (foreign) business entity that is authorized to transact business in Virginia by the SCC and such bidder’s Identification Number issued to it by the SCC is

C.______ Bidder does not have an Identification Number issued to it by the SCC and such bidder is not required to be authorized to transact business in Virginia by the SCC for the following reason(s):

Please attach additional sheets of paper if you need more space to explain why such bidder is not required to be authorized to transact business in Virginia.

The undersigned hereby agrees, if this Bid is accepted by the City, to provide the services and/or items in accordance with this Invitation for Bid and to execute a Contract substantially similar to the attached Contract for such services and/or items.

Legal Name of Bidder Date

Authorized Signature

Print or Type Name and Title

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

ATTACHMENT B

TO

ITB #24-02-91

SAMPLE CONTRACT

CITY OF ROANOKE, VIRGINIA

SAMPLE CONTRACT BETWEEN CITY OF ROANOKE AND

FOR _______________

This Contract # _________ is dated _________________, 20___, between the City of Roanoke, Virginia, a Virginia municipal corporation, hereinafter referred to as the “City” or “Owner”, and (legal name and address of contractor hereinafter referred to as the “Contractor,” {NOTE: Use one of the following if applicable.} {a _____________________ corporation.} {an Individual.} {a ___________________Partnership.} {a ______________________Limited Liability Company.}

WITNESSETH:

WHEREAS, Contractor has been awarded this nonexclusive Contract by the City for furnishing all equipment, materials, goods, labor, and services necessary for _______ and associated work in accordance with this Contract and the documents referred to herein, all such items or services also being referred to hereinafter as the Work or Project.

NOW, THEREFORE, THE CITY AND THE CONTRACTOR AGREE AS FOLLOWS:

SECTION 1. WORK TO BE PERFORMED AND DOCUMENTS.

For and in consideration of the money hereinafter specified to be paid by the City to the Contractor for the Work provided for in this Contract to be performed by the Contractor, the Contractor hereby covenants and agrees with the City to fully perform the services, provide any materials called for to construct, and complete the Work called for by this Contract in a good and workmanlike manner in accordance with this Contract and the documents referred to herein in order to fully and properly complete this Contract within the time stipulated, time being made of the essence for this Contract. It is also agreed by the parties hereto that the documents to this Contract consist of this Contract and the following documents listed below (Contract Documents), all of which are and constitute a part of this Contract as if attached hereto or set out in full herein, viz:

1. Insurance Requirements (Exhibit 1).

2. Scope of Work (Exhibit 2).

3. List of Locations (Exhibit 3).

4. Bid Form Completed by Contractor and dated _________ (Exhibit 4). (To be provided after selection of Successful Bidder.)

5. City Special Terms and Conditions (Exhibit 5).

6. Invitation to Bid No. or Request for Proposal No. ________, which is incorporated herein by reference.

The parties agree that if there are any differences between the provisions of the above referenced documents, the provisions of the City documents and this Contract will control over any Contractor supplied documents or information.

SECTION 2. CONTRACT AMOUNT.

The City agrees to pay the Contractor for the Contractor’s complete and satisfactory performance of the Work, in the manner and at the time set out in this Contract, but the total amount for all such requests will not exceed $____________________ , as provided for in this Contract and that this Contract amount may be increased or decreased by additions and/or reductions in the Work as may be authorized and approved by the City, and the Contract amount may be decreased by the City’s assessment of any damages against the Contractor, as may be provided for in this Contractor or by law, and the City retains the right of setoff as to any amounts of money the Contractor may owe the City. However, Contractor further acknowledges and agrees that any request for Contractor to perform Work under this Contract is in the sole discretion of the City and that there is no guarantee of any minimum amount of Work that may be requested by the City and that no Work may be requested.

SECTION 3. TERM OF CONTRACT.

A. The term of this Contract shall be for one (1) year, from __________, through _______________, at which time it will terminate, unless sooner terminated pursuant to the terms of the Contract or by law or unless extended as set forth herein at the option of the City.

B. By mutual agreement of the parties, the contract may be renewed for up to four (4) additional one

(1) year periods of any combination thereof. If either party wants to renew the Contract that party shall give a written request to renew to the other party at least sixty (60) days before the expiration of the original term or any renewal term of the Contract. The party receiving such request shall either accept or reject in writing such request within thirty (30) days of receipt of that request, provided, however, if the party receiving the request to renew fails to respond within thirty (30) days, the request to renew shall be deemed to be rejected, unless the parties mutually agree otherwise.

C. All terms and conditions shall remain in force for the term of this Contract and for any renewal period unless modified by mutual agreement of both parties. Prices shall not be increased during the initial term of this Contract.

SECTION 4. TIME OF PERFORMANCE.

The Contractor shall commence the Work to be performed under this Contract on such date as is established and fixed for such commencement by written notice (which may be initially given verbally in an emergency situation) to proceed given by the City representative to the Contractor, and the Contractor covenants and agrees to fully construct, perform, and complete the Work and/or provide the goods called for by this Contract established by such notice. The Contractor further agrees that the Work shall be started promptly upon receipt of such notice and shall be prosecuted regularly, diligently, and uninterruptedly at a rate of progress that will ensure full completion thereof in the shortest length of time consistent with the Contract Documents and that Contractor will cooperate and coordinate with the other City contractors or employees doing other work or using the area where Contractor is working.

SECTION 5. PAYMENT.

A. The City and Contractor agree that the City will only pay the Contractor for time actually spent and materials actually provided on the Project requested and accepted by the City. Invoices for services rendered and accepted shall be submitted by Contractor directly to the payment address of the requesting City department/division. Payment of such invoices shall be the responsibility of the department/division.

B. The City agrees to pay Contractor for the Contractor’s complete and satisfactory performance of the Work, in the manner and at the time set out in this Contract. The City retains the right to setoff as to any amounts of money Contractor may owe the City. A written progress report may be requested by the City to accompany payment request and, if so, such progress report shall detail the work completed. Also, sufficient documentation of all costs, expenses, materials supplies, and/or hours worked may be requested by the City and, if so, may be required prior to the processing of any such request for payment. Payment will only be made for work actually performed, services actually supplied, and/or materials or goods furnished to the City, all of which need to be approved and accepted by the City prior to such payment, unless otherwise provided for in the Contract documents. Once a payment request has been received the City, the City will process such payment request. If there are any objections or problems with the payment request, the City will notify the Contractor of such matters. If the payment request is approved and accepted by the City, payment will be made by the City to the Contractor not more than 30 days after such request has been approved.

OR

A. The City and Contractor agree that the City will only pay the Contractor for time actually spent and materials actually provided on the Project requested and accepted by the City. The payment requested shall be for the services completed and/or materials supplied for the Project, as specified in the Scope of Work (Exhibit 2) and as approved by the __________________. A written progress report detailing work completed, identified problems, and remaining work shall accompany each request for payment, together with sufficient documentation of all reimbursable expenses or costs.

B. Also, sufficient documentation of all costs, expenses, materials supplied, and/or hours worked may be requested by the City and, if so, may be required prior to the processing of any such request for payment. Payment will only be made for work actually performed, services actually supplied, and/or materials or goods furnished to the City, all of which need to be approved and accepted by the City prior to such payment, unless otherwise provided for in the Contract documents. Invoices for work rendered and accepted shall be submitted by Contractor directly to the ________________. Approval and payment of such invoices shall be the responsibility of the ________________ or designee. Once a payment request has been received by the City, the City will process such payment request. If there are any objections or problems with the payment request, the City will notify the Contractor of such matters. If the payment request is approved and accepted by the City, payment will be made by the City to the Contractor not more than 30 days after such request has been approved.

C. The services the Contractor may be requested to provide the City are those items set forth in

Exhibit 2 (Scope of Work) and/or Exhibit 3 (Bid Form), which list of services may be amended by the mutual agreement of the parties. The prices to be paid to the Contractor for such services provided to and accepted by the City under the provisions of this Contract shall be the current price(s) as set forth in Exhibit 3 (Bid Form). Unless otherwise stated in this Contract, the price(s) shall include all applicable charges such as pick up, delivery, printing, packaging, shipping, and other charges.

SECTION 6. SALES TAX EXEMPTION.

The City is exempt from payment of State Sales and Use Tax on all tangible personal property purchased or leased for the City’s use or consumption. The Virginia Sales and Use Tax Certificate of Exemption number is 217-074292-9.

SECTION 7. FREE ON BOARD, RISK OF LOSS, AND TITLE.

All prices include F.O.B Destination, inside delivery, unless otherwise noted in this Contract. The risk of loss from any casualty, regardless of cause, shall be on the Contractor until the items have been delivered to City personnel making the request and accepted by the City. The risk of loss shall also be on the Contractor during the return of any items to the Contractor. Title to the items shall pass to the City upon receipt and acceptance of such items by the City.

SECTION 8. INSPECTION.

The City shall have a reasonable time after receipt of items and before payment to inspect all items for conformity to this Contract. If all or some of the items delivered to the City do not fully conform to the provisions hereof, the City shall have the right to reject and return such nonconforming items, at the sole cost of the Contractor.

SECTION 9. WARRANTY OF MATERIAL AND WORKMANSHIP.

Contractor agrees that all items provided to the City will be new, or if an item is refurbished or remanufactured, such item will meet the industry standards for such item and the item shall be clearly labeled as refurbished or remanufactured, and that all such items include such warranties as may be provided by Virginia law together with any warranties provided by the manufacturer of the item. Contractor shall use reasonable commercial efforts to assist the City in processing warranty claims against a manufacturer. Contractor also agrees that the services provided under this Contract shall be completed in a professional, good and workmanlike manner, with the degree of skill and care that is required by like contractors in Virginia. Further, Contractor warrants that such services shall be completed in accordance with the applicable requirements of this Contract and shall be correct and appropriate for the purposes contemplated in this Contract. Contractor agrees that Contractor shall repair or replace, at Contractor’s sole expense, and to the satisfaction of the City, any items, material, equipment, or part of the item that is found by the City to be defective or not in accordance with the terms of this Contract.

SECTION 10. PAYMENTS TO OTHERS BY CONTRACTOR.

The Contractor agrees that Contractor will comply with the requirements of Section 2.2-4354 of the Virginia Code regarding Contractor’s payment to other entities and the Contractor will take one of the two actions permitted therein within 7 days after receipt of amounts paid to Contractor by the City. Contractor further agrees that the Contractor shall indemnify and hold the City harmless for any lawful claims resulting from the failure of the Contractor to make prompt payments to all persons supplying the Contractor equipment, labor, tools, or material in connection with the work provided for in the Contract.

In the event of such claims, the City may, in the City’s sole discretion, after providing written notice to the Contractor, withhold from any payment request or final payment the unpaid sum of money deemed sufficient to pay all appropriate claims and associated costs in connection with the Contract and make such payment, if the City determines it to be appropriate to do so.

SECTION 11. HOLD HARMLESS AND INDEMNITY.

Contractor shall indemnify and hold harmless the City and its officers, agents, and employees against any and all liability, losses, damages, claims, causes of action, suits of any nature, costs, and expenses, including reasonable attorney’s fees, resulting from or arising out of Contractor’s or its employees, agents, or subcontractors actions, activities, or omissions, negligent or otherwise, on or near City’s property or arising in any way out of or resulting from any of the work or items to be provided under this Contract, and this includes, without limitation, any fines or penalties, violations of federal, state, or local laws or regulations, personal injury, wrongful death, or property damage claims or suits. Contractor agrees to and shall protect, indemnify, and hold harmless all the parties referred to above from any and all demands for fees, claims, suits, actions, causes of action, settlement or judgments based on the alleged or actual infringement or violation of any copyright, trademark, patent, invention, article, arrangement, or other apparatus that may be used in the performance of this Contract.

SECTION 12. COMPLIANCE WITH LAWS AND REGULATIONS, AND IMMIGRATION LAW.

Contractor agrees to and will comply with all applicable federal, state, and local laws, ordinances, and regulations, including, but not limited to all applicable licensing requirements, environmental regulations, and OSHA regulations. Contractor further agrees that Contractor does not and shall not during the performance of its Contract; knowingly employ an unauthorized alien as defined in the Federal Immigration Reform & Control Act of 1986.

SECTION 13. INDEPENDENT CONTRACTOR.

The relationship between Contractor and the City is a contractual relationship. It is not intended in any way to create a legal agency or employment relationship. Contractor shall, at all times, maintain its status as an independent contractor and both parties acknowledge that neither is an agent, partner or employee of the other for any purpose. Contractor shall be responsible for causing all required insurance, workers' compensation (regardless of number of employees) and unemployment insurance to be provided for all of its employees and subcontractors. Contractor will be responsible for all actions of any of its subcontractors, and that they are properly licensed.

SECTION 14. REPORTS, RECORDS, AND AUDIT.

Contractor agrees to maintain all books, records, electronic data, and other documents relating to this Contract for a period of five (5) years after the end of each fiscal year included in this Contract. The

City, its authorized employees, agents, representatives, and/or state auditors shall have full access to and the right to request, examine, copy, and/or audit any such materials during the term of the Contract and such retention period, upon prior written notice to Contractor. This includes the City’s right to audit and/or examine any of the Contractor’s documents and/or data as the City deems appropriate to protect the City’s interests.

SECTION 15. INSURANCE REQUIREMENTS.

Contractor and any of its subcontractors involved in this Contract shall maintain the insurance coverage’s set forth in Exhibit 1 to this Contract and provide the proof of such insurance coverage as called for in Exhibit 1, including workers’ compensation coverage regardless of the number of Contractor’s employees.

Such insurance coverage shall be obtained at the Contractor’s sole expense and maintained during the life of the Contract and shall be effective prior to the beginning of any work or other performance by the Contractor under this Contract. Additional insured endorsements, if required, must be received by the City within 30 days of the execution of this Contract or as otherwise required by the City’s Risk Manager.

SECTION 16. DEFAULT.

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

SECTION 17. NONWAIVER.

Contractor agrees that the City’s waiver or failure to enforce or require performance of any term or condition of this Contract or the City’s waiver of any particular breach of this Contract by the Contractor extends to that instance only. Such waiver or failure is not and shall not be a waiver of any of the terms or conditions of this Contract or a waiver of any other breaches of the Contract by the Contractor and does not bar the City from requiring the Contractor to comply with all the terms and conditions of the Contract and does not bar the City from asserting any and all rights and/or remedies it has or might have against the Contractor under this Contract or by law.

SECTION 18. FORUM SELECTION AND CHOICE OF LAW.

This Contract shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, without application of Virginia’s conflict of law provisions. Venue for any litigation, suits, and claims arising from or connected with this Contract shall only be proper in the Roanoke City Circuit Court, or in the Roanoke City General District Court if the amount in controversy is within the jurisdictional limit of such court, and all parties to this Contract voluntarily submit themselves to the jurisdiction and venue of such courts, regardless of the actual location of such parties. The provisions of this Contract shall not be construed in favor of or against either party, but shall be construed according to their fair meaning as if both parties jointly prepared this Contract.

SECTION 19. SEVERABILITY.

If any provision of this Contract, or the application of any provision hereof to a particular entity or circumstance, shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Contract shall not be affected and all other terms and conditions of this Contract shall be valid and enforceable to the fullest extent permitted by law.

SECTION 20. NONDISCRIMINATION.

A. During the performance…