ITB 27-270548/KJ Page 1 of 39

City of Hampton

ISSUING OFFICE:

DATE: August 25, 2026

ITB ITEM NO.

27-270548

Consolidated Procurement Division

1 Franklin Street, Suite 345

Hampton, VA 23669

Telephone: (757) 727-2200

Fax: (757)727-2207

Attention of Bidder is Directed to Section

2.2-4367 to 2.2-4377 Code of Virginia

(Ethics in Public Contracting)

PROCUREMENT

OFFICER

Kyra Jackson, Buyer

SEALED BIDS will be received in the Issuing Office or via DemandStar

(www.demandstar.com) until Opening Date and Opening Time as specified in this solicitation including any addenda issued by this office. Bids received by telephone, email, facsimile, or any other means of electronic transfer will not be accepted. The School

Board of the City of Hampton is not responsible for late delivery by U.S. Postal mail or other couriers. All inquiries for information regarding this Invitation to Bid are to be directed to the Issuing Office as defined herein.

COMMODITY: Musical Instrument Repair Parts and Supplies (Except Organ and

Piano)

NIGP CODE: 58040

OPENING DATE

September 29, 2026

OPENING TIME

11:00 A.M. EST

PLEASE FILL IN OFFEROR’S NAME &

ADDRESS IN THE SPACES PROVIDED

BELOW:

THIS IS NOT AN ORDER

PREBID CONFERENCE

DATE: N/A

TIME: N/A

THE SCHOOL BOARD OF THE CITY OF HAMPTON HEREAFTER REFERRED TO AS “HCS”, RESERVES THE

RIGHT TO ACCEPT OR REJECT ANY AND ALL BIDS IN WHOLE OR IN PART AND WAIVE ANY

INFORMALITIES IN THE BIDDING PROCESS. FURTHER, HCS RESERVES THE RIGHT TO ENTER INTO

ANY CONTRACT DEEMED TO BE IN ITS BEST INTEREST. THE ENTIRE CONTENTS OF THE INVITATION

TO BID, ANY ADDENDA, BIDDERS RESPONSE AND ANY CHANGE ORDERS SHALL BE INCORPORATED

BY REFERENCE INTO ANY RESULTING CONTRACT.

INVITATION TO BID

GOODS AND SERVICES

http://www.demandstar.com/

ITB 27-270548/KJ Page 2 of 39

HCS DOES NOT DISCRIMINATE AGAINST FAITH-BASED ORGANIZATIONS.

The School Board of Hampton City Schools (HCS) of Hampton, VA is seeking bids from responsible and responsive bidders to provide musical instrument repairs services for various string, woodwind, brass, percussion, electronic instruments, and pianos owned by Hampton City Schools on an on-demand basis

ACKNOWLEDGE RECEIPT OF ADDENDUM: #1____ #2____ #3____ #4____ (Please Initial)

THE SCHOOL BOARD OF THE CITY OF HAMPTON CANNOT LEGALLY AGREE TO ANY CLAUSE

INDEMNIFYING THE CONTRACTOR FROM ANY DAMAGES ARISING OUT OF THE CONTRACT OR

HOLDING THE CONTRACTOR HARMLESS. THE SUBMISSION OF A BID CONSTITUTES AN AGREEMENT

BY THE CONTRACTOR NOT TO REQUEST SUCH LANGUAGE IN THE RESULTING CONTRACT. IN

COMPLIANCE WITH THIS SOLICITATION AND TO ALL THE CONDITIONS IMPOSED HEREIN, THE

UNDERSIGNED AGREES TO PERFORM ANY CONTRACT AWARDED AS A RESULT OF THIS

SOLICITATION. THE FOLLOWING SECTION SHALL BE SIGNED BY AN AGENT AUTHORIZED TO BIND

THE COMPANY. FAILURE TO EXECUTE THIS PORTION MAY RESULT IN BID REJECTION.

Authorized Agent: _______________________________________________ ______________________

Signature Type or Print Name

Email Address Telephone Number Fax Number Company FEI/FIN#

ENCLOSURES

ANTI-COLLUSION/NONDISCRIMINATION/DRUG-FREE WORKPLACE REQUIREMENTS

ANTI-COLLUSION CLAUSE:

IN THE PREPARATION AND SUBMISSION OF THIS PROPOSAL, SAID BIDDER DID NOT EITHER

DIRECTLY OR INDIRECTLY ENTER INTO ANY COMBINATION OR ARRANGEMENT WITH ANY PERSON, FIRM OR CORPORATION, OR ENTER INTO ANY AGREEMENT, PARTICIPATE IN ANY COLLUSION, OR

OTHERWISE TAKE ANY ACTION IN VIOLATION OF THE SHERMAN ACT (15 U.S.C. SECTION 1),

SECTIONS 59.1-9.1 THROUGH 59.1-9.17 OR SECTIONS 59.1-68.6 THROUGH 59.1-68.8 OF THE CODE OF

VIRGINIA.

THE UNDERSIGNED BIDDER HEREBY CERTIFIES THAT THIS AGREEMENT, OR ANY CLAIMS

RESULTING THEREFROM, IS NOT THE RESULT OF, OR AFFECTED BY, ANY ACT OF COLLUSION WITH, OR ANY ACT OF, ANOTHER PERSON OR PERSONS, FIRM OR CORPORATION ENGAGED IN THE SAME

LINE OF BUSINESS OR COMMERCE; AND, THAT NO PERSON ACTING FOR, OR EMPLOYED BY, CITY

HAS AN INTEREST IN, OR IS CONCERNED WITH, THIS PROPOSAL; AND, THAT NO PERSON OR

PERSONS, FIRM OR CORPORATION OTHER THAN THE UNDERSIGNED, HAVE, OR ARE, INTERESTED IN

THIS PROPOSAL.

ITB 27-270548/KJ Page 3 of 39

DRUG-FREE WORKPLACE:

DURING THE PERFORMANCE OF THIS CONTRACT, THE SUCCESSFUL BIDDER AGREES TO (I) PROVIDE

A DRUG-FREE WORKPLACE FOR THE SUCCESSFUL BIDDER'S EMPLOYEES; (II) POST IN CONSPICUOUS

PLACES, AVAILABLE TO EMPLOYEES AND APPLICANTS FOR EMPLOYMENT, A STATEMENT

NOTIFYING EMPLOYEES THAT THE UNLAWFUL MANUFACTURE, SALE, DISTRIBUTION,

DISPENSATION, POSSESSION, OR USE OF A CONTROLLED SUBSTANCE OR MARIJUANA IS PROHIBITED

IN THE SUCCESSFUL OFFEROR'S WORKPLACE AND SPECIFYING THE ACTIONS THAT WILL BE TAKEN

AGAINST EMPLOYEES FOR VIOLATIONS OF SUCH PROHIBITION; (III) STATE IN ALL SOLICITATIONS

OR ADVERTISEMENTS FOR EMPLOYEES PLACED BY OR ON BEHALF OF THE SUCCESSFUL OFFEROR

THAT THE SUCCESSFUL OFFEROR MAINTAINS A DRUG-FREE WORKPLACE; AND (IV) INCLUDE THE

PROVISIONS OF THE FOREGOING CLAUSES IN EVERY SUBCONTRACT OR PURCHASE ORDER OF OVER

$10,000, SO THAT THE PROVISIONS WILL BE BINDING UPON EACH SUSUCCESSFUL OFFEROR OR

VENDOR.

FOR THE PURPOSE OF THIS SECTION, "DRUG-FREE WORKPLACE" MEANS A SITE FOR THE

PERFORMANCE OR WORK DONE IN CONNECTION WITH A SPECIFIC CONTRACT AWARDED TO A

SUCCESSFUL OFFEROR IN ACCORDANCE WITH FEDERAL LAW, 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.

EMPLOYMENT DISCRIMINATION BY THE SUCCESSFUL OFFEROR SHALL BE PROHIBITED:

1. DURING THE PERFORMANCE OF THIS CONTRACT, THE SUCCESSFUL BIDDER AGREES AS

FOLLOWS:

a THE BIDDER, SHALL NOT DISCRIMINATE AGAINST ANY EMPLOYEE OR APPLICANT FOR

EMPLOYMENT BECAUSE OF RACE, RELIGION, COLOR, SEX, NATIONAL ORIGIN, AGE,

DISABILITY, 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

SUCCESSFUL OFFEROR. THE SUCCESSFUL BIDDER AGREES TO POST IN CONSPICUOUS

PLACES, AVAILABLE TO EMPLOYEES AND APPLICANTS FOR EMPLOYMENT, NOTICES SETTING

FORTH THE PROVISIONS OF THIS NONDISCRIMINATION CLAUSE.

b. THE SUCCESSFUL BIDDER, IN ALL SOLICITATIONS OR ADVERTISEMENTS FOR EMPLOYEES

PLACED BY OR ON BEHALF OF THE SUCCESSFUL BIDDER, SHALL STATE THAT SUCH

SUCCESSFUL BIDDER 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

THE REQUIREMENTS OF THIS SECTION.

2. THE SUCCESSFUL BIDDER WILL INCLUDE THE PROVISIONS OF THE FOREGOING PARAGRAPHS A, B, AND C IN EVERY SUBCONTRACT OR PURCHASE ORDER OF OVER $10,000, SO THAT THE

PROVISIONS WILL BE BINDING UPON EACH SUBCONTRACTOR OR VENDOR.

ITB 27-270548/KJ Page 4 of 39

Bidder Information:

Name of Bidder: Address:

Phone Number: Fax Number:

Email Address: State Corporation Commission ID: ______________________

City of Hampton Business Prof. License Tax No.:

Federal Tax Identification Number: ___________________; OR Social Security Number (Sole Proprietor):________________

NOTE: Numbers identified as social security numbers will be redacted in public documents.

Business Classification:

Is Bidder a “minority” business? Yes No

African American Hispanic American Native American Asian American

Other; Please Explain: ______________________________________________________

Is Bidder Woman Owned? Yes No

Is Bidder a Small Business? Yes No

Is Bidder Faith-Based Organization? Yes No

Is Bidder a Disabled Veteran Business? (for informational purposes only) Yes No

Check One: INDIVIDUAL PARTNERSHIP CORPORATION LLC

State in which Registered or Incorporated _____________________________

By signing this bid, Bidder certifies, acknowledges, understands, and agrees to be bound by the conditions set forth above and in the Instructions to Bidders and General Conditions as described in Attachment A.

Authorized Signature: Date:

Printed Name: Title:

ITB 27-270548/KJ Page 5 of 39

Scope of Work

The purpose of this bid is to furnish all labor, materials, and equipment necessary to provide musical instrument repairs services for various string, woodwind, brass, percussion, electronic instruments, and pianos owned by

Hampton City Schools on an on-demand basis at the firm fixed hourly rate for repairs and a discount off repair in accordance with the specifications, general and special terms and conditions.

• 1 Early Childhood Center

• 20 Elementary Schools (K-5)

• 2 PK-8 Schools

• 1 Gifted Center

• 5 Middle Schools

• 4 High Schools

The following is an estimate of the number of musical instruments owned by Hampton City Schools:

• Woodwind Instruments: Approximately 800

• Brass Instruments: Approximately 400

• Percussion Instruments: Approximately 30

• String Instruments: Approximately 10

• Electronic Instruments: Approximately 10

• Acoustic Pianos: Approximately 50

Specifications

General Requirements

A. Hourly rates paid under this contract shall be only for actual hours spent at the contractor's facility repairing the instruments. Time spent for transportation of workers or the acquisition, handling and delivery of materials, and or shop fees is not chargeable directly and must be included in the hourly rate indicated in the ATTACHMENT B: PRICING SCHEDULE.

B. Parts shall be provided at the contractors cost plus markup, if any as indicated in the ATTACHMENT B:

PRICING SCHEDULE. This discount shall meet or exceed all discounts offered to the general retail public. The contractor shall provide evidence of list price upon request of the

Hampton City Public Schools.

Repair Procedures

Instruments needing repair will be picked up from the schools by the contractor and returned to the respective schools after repairs are completed.

Major Repairs

For the purposes of this contract, a major repair is defined as a deficiency which is identified during repair service and is estimated to cost more than $300.00 in parts, materials and labor to correct.

• Any repair work performed by another vendor, as provided in #b above, shall have a ninety (90) day warranty. At the end of this period, the contractor shall resume repair service responsibility for that instrument

• A rush repair shall be defined as repairs requested by the City with a required turnaround time of five (5) business days

• Damages to equipment caused by contractor' s negligence shall be repaired at no cost to Hampton

City Schools.

• Repairs are not to exceed 60% of the actual replacement cost of the instrument without approval

• Cases may be repaired up to 50% of the replacement cost of a new case. Cases that need

ITB 27-270548/KJ Page 6 of 39 replacement must be installed by the contactor. The vendor will charge no more than ten (10)

• minutes of their hourly rate to perform this installation per case.

Missing and/or Broken Parts

• All missing and/or broken parts and accessories on instruments slated for repair will be noted by the contractor at time of pick-up.

Material and Workmanship

• All parts furnished under this contract shall be new and genuine manufacturer's recommended parts. Use of manufacturer rebuilt parts and components may be authorized by Hampton City

Schools on a specific case by case basis provided these parts and components carry the same warranty as the new part or component.

• Invoices for all parts supplied shall be made available upon request by Hampton City Schools.

• The contractor shall maintain a sufficient quantity of repair parts on hand or have ready access to these parts in order to prevent unnecessary down time of instruments and provide services in

• accordance with specified time frames.

• The contractor shall guarantee all parts and workmanship for a period of ninety (90) days or the manufacturer' s warranty period, whichever is longer. The warranty period shall apply whether work is performed by the contractor or a sub-contractor. Any repeated calls for repairs for the same reason or problem within this time period shall be made at no cost to Hampton City Schools.

Special Instructions to Bidders

A. Definitions:

1. Issuing Office

Wherever used in this Invitation to Bid, Issuing Office will be:

Kyra Jackson, Buyer

Consolidated Procurement Division

Community, Municipal Services/Education

1 Franklin Street, Suite 345

Hampton, VA 23669

Phone: (757) 727-2204

Email: kyra.jackson@hampton.gov

2. HCS Contract Administrator

Wherever used in this Invitation to Bid and for purposes of any notices under this contract, HCS

Contract Administrator will be:

Kelly Dee, Curriculum Leader

HCS Visual and Performing Arts

1 Franklin Street

Hampton, VA 23669

Phone: 757-727-2000

Email: kdee@hampton.k12.va.us

B. Questions:

Bidders must submit questions regarding this Invitation to Bid in writing to the Issuing Office via email to:

kyra.jackson@hampton.gov no later than September 15, 2026 at 2:00 P.M. EST. Necessary replies will mailto:kyra.jackson@hampton.gov mailto:kdee@hampton.k12.va.us mailto:kyra.jackson@hampton.gov

ITB 27-270548/KJ Page 7 of 39 be issued to all bidders as addenda that shall become part of the contract documents. Oral instructions do not form a part of the bid documents.

Bidder is responsible for checking the Hampton Procurement web site at www.hampton.gov/bids-contracts or the eVA website at www.eva.virginia.gov prior to bid opening to secure any addenda issued for this ITB.

C. Late Submissions, Modifications, and Withdrawal of Bid:

Bidders are responsible for submitting bids, and any modifications or withdrawals, so as to reach the Issuing

Office designated in the ITB by the time specified in the ITB.

Any bid, modification, or withdrawal received at the Issuing Office designated in the ITB after the exact time specified for receipt of bids shall be considered "late" and will not be considered unless there is acceptable evidence to establish that it was received at the Issuing Office and was under the control of HCS prior to the time set for receipt of bids.

Acceptable evidence to establish the time of receipt at the Issuing Office includes the time/date stamp of that office on the bid wrapper, other documentary evidence of receipt maintained by the office, or oral testimony or statements of Consolidated Procurement Division personnel.

If an emergency or unanticipated event interrupts normal HCS processes so that bids cannot be received at the Issuing Office by the exact time specified in the ITB and urgent HCS requirements preclude modifications to the ITB, the time specified for receipt of bids will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal City processes resume.

Bids may be withdrawn by written notice received at any time before the exact time set for receipt of bids. A bid may be withdrawn in person by a Bidder or its authorized representative if, before the exact time set for receipt of bids, the identity of the person requesting withdrawal is established, a formal written request to withdraw the Bid is submitted on the firm’s letterhead, and the person signs a receipt for the bid.

D. Preparation of Bids:

To be considered for award, a bid must comply in all material respects with the ITB. Bidders are expected to examine the drawings, specifications, and all instructions in this ITB. Failure to do so will be at the

Bidder's own risk.

Each Bidder shall furnish the information required by the solicitation. The Bidder is expected to:

• Sign the bid and print or type its name and address on the cover of the ITB;

• Sign the ANTICOLLUSION/NON-DISCRIMINATION on page 2 of this ITB and complete all other information requested on the same page;

• Complete the Pricing Sheet requested in the ITB;

• Changes must be initialed by the authorized Agent signing the bid. In case of discrepancy between a unit price and an extended price, the unit price shall govern as the correct price.

• Complete all applicable Attachments (i.e. A, B, C, etc.)

Bids for supplies or services other than those specified will not be considered unless authorized by the solicitation.

Bidders must state a definite time for delivery of supplies or for performance of services, unless otherwise specified in the solicitation. Time, if stated as a number of days, will be interpreted to include Saturdays, Sundays, and holidays.

• Acknowledge Addenda on page 1 of this solicitation.

E. Descriptive Literature:

"Descriptive literature," as used in this provision, means information furnished by a Bidder, such as cuts, illustrations, drawings, and brochures that shows a product's characteristics or construction or explains its operation. The term includes only that information required to evaluate the acceptability of the product and excludes other information for operating or maintaining the product.

http://www.hampton.gov/bids-contracts http://www.eva.virginia.gov/

ITB 27-270548/KJ Page 8 of 39

Descriptive literature is required to establish, for the purpose of evaluation and award, details of the product offered that are specified elsewhere in the solicitation and pertain to significant elements including, but not limited to:

• Design;

• Materials;

• Components;

• Performance characteristics; and

• Methods of manufacture, assembly, construction, or operation.

• Descriptive literature, required elsewhere in this solicitation, must be:

• Identified to show the item(s) of the offer to which it applies; and

• Received by the time specified in this solicitation.

• If the Bidder fails to submit required descriptive literature on time with the Bid submittal, HCS may reject the bid.

If the descriptive literature fails to show that the product offered conforms to the requirements of the solicitation, HCS will reject the bid.

F. Bid Submittal Requirements:

Bids must be submitted utilizing the following requirements:

• Bids shall be placed in a sealed envelope or package, and the envelope or package labeled with the

Invitation for Bid's item number and the name and address of the Bidder. Submit the original copy of the bid. Bidders are encouraged to submit bids on recycled paper and to use double-sided copying.

• Bidders may also submit bids via DemandStar (www.demandstar.com) until September 29, 2026

EST at 11:00 A.M. EST as specified in this solicitation including any addenda issued by this office.

• All bids shall be received and time stamped in the Issuing Office no later than the Closing Date and

Time shown on the cover page of this Invitation to Bid. Any bid received after the specified date and time (time stamped 11:01 A.M. or later) shall not be considered and shall be returned unopened to Bidder.

• Bids received by telephone, telegraph, email, or facsimile shall not be accepted.

• Bids must include all elements noted in the Bid Preparation paragraph above.

• Bids should be submitted in the format specified on the pricing sheet.

• Statement setting forth the basis for protection of proprietary information, if any, as detailed in the

Proprietary Information/Disclosure section

G. Bid Opening:

The Issuing Office shall decide when the time set for opening bids has arrived. Bids received before the bid opening time will be publicly opened and, if practical, read aloud to the persons present, recorded and abstracted. Review of the abstract of the bids by interested persons will be permitted immediately after bid opening, as soon as prepared, if it does not unduly interfere with the conduct of HCS business, as determined by the Issuing Office. Bid records shall be open to public inspection only after a formal evaluation and award determination has been made by the Issuing Office.

Contact with HCS Staff, Representatives, and/or Agents:

Direct contact with HCS staff, representatives, and/or agents other than Consolidated Procurement

Division staff on the subject of this ITB or any subject related to this ITB is expressly prohibited except with the prior knowledge of the Procurement Department.

H. A withdrawal of bid due to error shall be in accordance with Section 2.2-4330 B (1) of the Code of

Virginia. The bidder shall give notice in writing of his claim of right to withdraw his bid within two

ITB 27-270548/KJ Page 9 of 39 business days after conclusion of the bid opening procedure and shall submit original work papers with such notice.

I. FOREIGN AND DOMESTIC BUSINESSES-AUTHORITY TO TRANSACT BUSINESS IN THE

COMMONWEALTH

Contractor whether organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity and shall provide proof thereof.

Contractor shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth to be revoked or cancelled at any time during the term of the Agreement.

Failure by the Contractor to remain in compliance with the provisions of this section shall be deemed a material breach of this Agreement.

Hampton City Schools does not discriminate on the basis of race, color, national origin, sex disability, age or other protected classes in its programs, activities, and employment practices and provides equal access to the

Boy Scouts and other designated youth groups. The following person has been designated to handle inquiries regarding the non-discrimination policies: Robbin A. Ruth, Executive Director of Human Resources, One

Franklin Street, Hampton, Virginia 23669, 757-727-2318.

I. General Terms and Conditions

A. Contract Document:

This ITB, its Addenda, and Successful Bidder's bid will constitute the final contract, hereafter referred to as

“this contract”. These documents will be incorporated by reference into HCS purchase order awarding this contract.

B. Bid Binding for Ninety (90) Days:

Bidder agrees that its bid shall be binding and may not be withdrawn for a period of ninety (90) calendar days after the scheduled opening date of this Invitation for Bid.

C. Proprietary Information/Non-Disclosure:

Bidder is advised that the Virginia Public Procurement Act (Section 2.2-4342, Code of Virginia, 1950 as amended) shall govern public inspection of all records submitted by Bidder. Specifically, if Bidder seeks to protect any proprietary data or materials, pursuant to Section 2.2-4342, Bidder shall:

• Invoke the protections of this section prior to or upon submission of the data or other materials,

• Provide a statement that identifies the data or other materials to be protected and that states the reasons why protection is necessary.

• Submit trade secrets or other proprietary information under separate cover in a sealed envelope clearly marked “PROPRIETARY”.

• Information submitted that does not meet the above requirements will be considered public information in accordance with State statutes.

• CITY reserves the right to submit such information to HCS attorney for concurrence of the Bidder’s claim that it is in fact proprietary.

• References to the proprietary information may be made within the body of the Proposal; however, all information contained within the body of the Proposal shall be public information in accordance with

State statutes.

• Trade secrets or proprietary information submitted by a Bidder in conjunction with this ITB is not subject to public disclosure under the Virginia Freedom of Information Act (VFOIA).

• Information submitted that does not meet the above requirements will be considered public information in accordance with the VFOIA.

ITB 27-270548/KJ Page 10 of 39

• An all-inclusive statement that the entire bid is proprietary is unacceptable. A statement that Bidder’s costs and/or Bid pricing are to be protected is unacceptable. Bidder will be requested to remove any such statement(s) in order to be eligible for further evaluation and award.

D. Contract Modification(s):

After award, any and all modifications to this contract shall be mutually agreed to by both parties, in writing, and authorized by HCS Purchasing Agent or his designee via issuance of a change order (purchase order).

E. Bidder Obligation:

Bidder shall carefully examine the contents of this Invitation for Bid and any subsequent addenda. Failure to do so shall not relieve the Successful Bidder of its obligation to fulfill the requirements of any contract awarded as a result of this ITB.

F. Conditions of Work:

Bidder shall inform itself fully of the conditions relating to services required herein. Failure to do so will not relieve a Successful Bidder of the obligation to furnish all goods and/or services necessary to carry out the provisions of this contract

G. Prime Contractor:

If in its performance of this contract, Successful Bidder supplies goods or services by or through another party or subcontractor, Successful Bidder agrees that:

• Successful Bidder shall act as the prime contractor for the goods and services to be provided under contract and shall be the sole point of contact with regard to all obligations under this contract.

• Successful Bidder represents and warrants that Successful Bidder has made third parties or subcontractors aware of the proposed use and disposition of the other party’s products or services, and that such other party has agreed in writing that it has no objection and that CITY is not liable to such third parties or subcontractors for any work performed under this contract.

• The use of subcontractors and the work they perform must receive the prior written approval of HCS.

HCS will designate a Contract Administrator to approve such work.

• Successful Bidder shall be solely responsible for all work performed and materials provided by subcontractors.

• Successful Bidder shall be responsible for the liability of subcontractors for the types and limits required of the Successful Bidder under this contract.

H. Subcontractors:

Contractor's use of subcontractors and the work they are to perform must receive written approval from the

Contract Administrator at least ten (10) calendar days prior to the work being performed. Contractor shall be solely responsible for all work performed and materials provided by subcontractors. Contractor shall be responsible for the liability of subcontractors for the types and limits required of the Contractor.

Payments to Subcontractors:

In accordance with Title 2.2, Chapter 43, Article 4 of the Code of Virginia (Virginia Public Procurement

Act), Contractor shall make payment to all subcontractors, as defined in the Code, within seven (7) days after receipt of payment from the City; or, shall notify the City and subcontractors in writing of the intention to withhold all or a part of the amount due along with the reason for nonpayment. In the event payment is not made as noted, Contractor shall pay interest at the rate of one (1) percent per month, unless otherwise provided in the Agreement, to the subcontractors on all amounts that remain unpaid after seven (7) days except for the amounts withheld as provided herein.

ITB 27-270548/KJ Page 11 of 39

These same requirements shall be included in each subcontract and shall be applicable to each lower-tier subcontractor.

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

I. Non-Assignment:

Successful Offeror shall not assign its rights and duties under this Agreement without the prior written consent of HCS Contract Administrator.

J. Antitrust:

Any perceived anti-trust violation will be reported to the State Attorney General for possible enforcement of anti-trust laws.

K. Anti-collusion/Nondiscrimination Requirements Form:

The attached “Anti-collusion/Nondiscrimination Requirements” form, on page 2 of this ITB, shall be executed by Bidder and is to be submitted with Bidder’s Proposal. The requirements set forth on said form shall be considered to be binding terms and conditions in any contract resulting from this ITB. A contract will not be awarded to a Bidder who has not signed the anti-collusion/nondiscrimination statement.

L. Hold Harmless/Indemnification:

It is understood and agreed that Contractor hereby assumes the entire responsibility and liability for any and all material damages to persons or property caused by or resulting from or arising out of any act or omission on the part of Contractor, its subcontractors, agents or employees under or in connection with this Contract or the performance or failure to perform any work required by this Contract. Contractor agrees to indemnify and hold harmless HCS and its agents, volunteers, servants, employees and officials from and against any and all claims, losses, or expenses, including reasonable attorney's fees and litigation expenses suffered by any indemnified party or entity as the result of claims or suits due to, arising out of or in connection with (a) any and all such damages, real or alleged, (b) the violation of any law applicable to this Contract, and (c) the performance of the work by Contractor or those for whom Contractor is legally liable. Upon written demand by HCS, Contractor shall assume and defend at Contractor's sole expense any and all such suits or defense of claims made against HCS, its agents, volunteers, servants, employees or officials.

M. Notices:

All notices, requests, demands, and elections under this contract, other than routine operational communications, shall be in writing and shall be deemed to have been duly given on the date when hand-delivered, or on the date of the confirmed facsimile transmission, or on the date received when delivered by courier that has a reliable system for tracking delivery, or six (6) HCS business days after the date of mailing when mailed by United States mail, certified mail, return receipt requested, postage prepaid. All notices shall be addressed to the following individuals:

To the School Board of the City of Hampton: HCS Contract Administrator as designated in this ITB.

To Contractor: Contractor’s Contract Administrator as defined in Successful Bidder’s Bid Response. Either party may from time to time change the individual(s) to receive notices and/or its address for notification purposes by giving the other party written notice as provided above.

N. Non-Performance:

1. Delivery Delays: HCS reserves the right to procure goods and/or services to be provided under this contract from other sources in the event Contractor fails to deliver such goods and/or service deliverables in accordance with delivery dates and time frames set forth in this contract.

ITB 27-270548/KJ Page 12 of 39

2. Unacceptable Deliveries (Rejections): Upon notification by HCS that goods and/or service deliverables provided by the Contractor under this contract are damaged and/or not of the quality specified by HCS, such goods and/or service deliverables will be rejected. Contractor shall replace such rejected goods and/or service deliverables immediately or within a reasonable time as determined by HCS.

3. Contractor shall remove all rejected materials, equipment or supplies from the premises of HCS within ten (10) days of notification. Rejected goods and/or service deliverables not removed from HCS’s premises within ten (10) days will be regarded as abandoned, shall become the property of HCS, and

HCS shall have the right to dispose of such items.

4. HCS reserves the right to authorize immediate purchase from other sources against rejections.

5. Liability: Contractor shall be liable to HCS of Hampton for all costs incurred by HCS as a result of

Contractor's failure to perform in accordance with the contract. Contractor's liability shall include, but not be limited to:

a. Damages and other delay costs, to include costs to procure goods/services from alternate suppliers.

b. Increased costs of performance, such as extended overhead and increased performance costs resulting from performance delays caused by Contractor and/or rejections of Contractor’s goods and/or service deliverables.

c. Warranty and rework costs, liability to third party, excess costs, attorney’s fees and related costs incurred by HCS due to non-responsive performance of Contractor.

O. Termination Without Cause:

HCS 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 in Paragraph I of 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 HCS, at the time of termination. If HCS terminates this Contract, Contractor shall withdraw its personnel and equipment, cease performance of any further work under this Contract, and turn over to

HCS any work completed or in process for which payment has been made.

P. Termination with Cause/Breach:

In the event that Contractor shall for any reason or through any cause be in default of the terms of this

Contract, HSC may give Contractor written notice of such default by certified mail/return receipt requested at the address set forth in Contractor's Bid Proposal or in Paragraph I of 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, 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 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 HCS and provisions herein with respect to opportunity to cure default shall not be applicable. This contract may be terminated by either party in the event that the other party has failed to perform a material obligation or has otherwise breached a material term of this contract, if that other party has failed to cure that failure or breach within ten (10) days after receipt of written notice thereof from the other party.

Q. Breach of Contract:

Contractor shall be deemed in breach of this contract if the Contractor:

Fails to comply with any terms of this contract;

Fails to cure such noncompliance within ten (10) calendar days from the date of HCS written notice or such other time frame, greater than ten (10) calendar days, specified by HCS Contract Administrator in the notice.

Fails to submit a written response to HCS’s notification of noncompliance within ten (10) calendar days after the date of HCS notice.

ITB 27-270548/KJ Page 13 of 39

All notices under this contract shall be submitted, either by fax or certified mail, return-receipt requested, to the respective contract administrator. Contractor shall not be in breach of this contract as long as its default was due to causes beyond the reasonable control of and occurred without any fault or negligence on the part of both the Contractor and its subcontractors. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of HCS in its sovereign capacity, fires, floods, epidemics, strikes, freight embargoes, and unusually severe catastrophic weather such as hurricanes.

R. Applicable Law:

This Contract shall be deemed to be a Virginia contract and shall be governed as to all matters whether of validity, interpretations, obligations, performance or otherwise exclusively by the laws of the

Commonwealth of Virginia, and all questions arising with respect thereto shall be determined in accordance with such laws. Regardless of where actually delivered and accepted, this Contract shall be deemed to have been delivered and accepted by the parties in the Commonwealth of Virginia.

S. Compliance with All Laws:

Contractor shall comply with all federal, state and local statutes, ordinances, and regulations now in effect or hereafter adopted, in the performance of scope work set forth herein. Contractor represents that it possesses all necessary licenses and permits required to conduct its business and will acquire any additional licenses and permits necessary for performance of this Contract prior to the initiation of work. Contractor further expressly represents that it is a corporation, partnership, or limited liability company, that it is in good standing in the Commonwealth of Virginia and will remain in good standing throughout the term of this

Contract. Contractor shall at all times observe all health and safety measures and precautions necessary for the sanitary and safe performance of Contractor's obligations hereunder. All City of Hampton business license, personal property, real estate and other applicable tax requirements shall be met by Contractor.

T. Immigration Reform and Control Act of 1986

Contractor/Vendor does not and shall not during the performance of the Contract knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

U. Venue:

Venue shall be in the Circuit Court of HCS of Hampton, Virginia, and the United States District Court for the Eastern District of Virginia, Norfolk Division, compliant with applicable laws and regulations, as deemed appropriate by HCS of Hampton. Any and all suits for any claims or for any and every breach or dispute arising out of this Agreement shall be maintained in the appropriate court of competent jurisdiction in the City of Hampton, or the United States District Court for the Eastern District of Virginia, Norfolk

Division.

V. Severability:

If any provision of this contract is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this contract, and all other provisions of this contract shall remain in full force and effect.

W. Non-Appropriation of Funds:

It is understood and agreed between the parties hereto that HCS shall be bound and obligated hereunder only to the extent that the funds shall have been appropriated and budgeted for the purpose of this Contract. In the event funds are not appropriated and budgeted in any fiscal year for payments due under this Contract, HCS shall immediately notify Contractor of such occurrence and this Contract shall terminate on the last day of the fiscal year for which (an) appropriation(s) (was) were received without penalty or expense to

HCS of any kind whatsoever.

ITB 27-270548/KJ Page 14 of 39

X. Tax Exemption:

HCS of Hampton is exempt from federal excise tax and from all State and local taxes. Contractor shall not include such taxes in any invoices under this agreement. Upon request, HCS will furnish the Contractor with tax exemption certificates or HCS of Hampton’s tax-exempt number.

Y. Vendor’s Invoices:

Contractor shall submit to HCS all invoices promptly upon completion of the requirements for installation, delivery, and acceptance of the Products and Services required under this contract. Invoices shall not include any costs other than those identified in the executed HCS purchase order awarding this contract or any subsequent change orders issued by the Consolidated Purchasing Division on behalf of HCS. All shipping costs are the Contractor’s responsibility, except to the extent such charges are identified in the executed

HCS purchase order or change orders. Contractor’s invoices shall provide at a minimum:

• Type and description of the Product or Service installed, delivered and accepted;

• Serial numbers, if any;

• Quantity delivered;

• Charge for each item;

• Extended total (unit costs x quantity);

• This ITB number and City Purchase Order Number.

Z. Contractual Disputes:

Any dispute concerning a question of fact as a result of a contract with HCS of Hampton which is not disposed of by agreement shall be decided by the Purchasing Agent or designee, who shall reduce his decision to writing and mail or otherwise forward a copy thereof to the contractor within thirty (30) days.

The decision of Purchasing Agent or designee shall be final and conclusive unless the contractor appeals within six (6) months of the date of the final written decision by instituting legal action as provided in the

Code of Virginia. A contractor may not institute legal action, prior to receipt of the public body's decision on the claim, unless the public body fails to render such decision within the time specified. Contractual claims, whether for money or other relief, shall be submitted in writing no later than sixty days after final payment; however, written notice of the contractor's intention to file such claim shall have been given at the time of the occurrence or beginning of the work upon which the claim is based. Nothing herein shall preclude a contract from requiring submission of an invoice for final payment within a certain time after completion and acceptance of the work or acceptance of the goods. Pendency of claims shall not delay payment of amounts agreed due in the final payment.

AA. Warranty/Guarantee:

Contractor guarantees against defective or faulty material or workmanship for at least one (1) year or for the manufacturer’s standard warranty period, whichever is greater, from date of acceptance by HCS. To furnish adequate protection from damage for all work and to repair damages of any kind for which Contractor or

Contractor’s workmen are responsible, to the building or equipment, to Contractor’s own work, or to the work of others. Any merchandise or service provided under the contract which is or becomes defective during the warranty period shall be replaced by the Contractor free of charge with the specific understanding that all replacements shall carry the same guarantee as the original equipment or service (one year or manufacturer’s standard warranty period, whichever is greater, from the date of acceptance of the replacement). Contractor shall make any such replacement immediately upon receiving notice from HCS.

BB. Payment Terms:

To be eligible for payment, all labor, equipment and materials covered under Contractor’s invoice must be completed and accepted by HCS. HCS agrees to make payments under this contract within thirty (30) days after receipt of a correct invoice for such payment. Where payment is made by mail, the date of postmark shall be deemed to be the date of payment. Any amounts due HCS of Hampton under the terms of this or any other agreement may be applied against Contractor’s invoices with documentation for the basis of the adjustment attached. In no event shall any interest penalty or late fee accrue when payment is delayed

ITB 27-270548/KJ Page 15 of 39 because of disagreement between HCS and Contractor regarding the quantity, quality, time of delivery, or other noncompliance with the contract requirements for any Product or Service or the accuracy or correctness of any invoice. Payment terms offering a "prompt payment discount" of 20 days or greater may be considered in the evaluation of bids. All other payment terms shall be net thirty (30) calendar days or greater. Payment terms not specified by Bidder shall be Net 45 days.

CC. Audits:

HCS shall have the right to audit all books and records (in whatever form they may be kept, whether written, electronic or other) relating or pertaining to this Contract (including any and all documents and other materials, in whatever form they may be kept, which support or underlie those books and records), kept by or under the control of Contractor, including, but not limited to those kept by Contractor, its employees, agents, assigns, successors and subcontractors. Contractor shall maintain such books and records, together with such supporting or underlying documents and materials, for the duration of this Contract and for at least three years following the completion of this Contract, including any and all renewals thereof. The books and records, together with the supporting or underlying documents and materials shall be made available, upon request, to HCS, through its employees, agents, representatives, contractors or other designees, during normal business hours at Contractor's office or place of business in Hampton Virginia. In the event that no such location is available, then the books and records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location in Hampton, Virginia, which is convenient for HCS of Hampton.

This paragraph shall not be construed to limit, revoke, or abridge any other rights, powers, or obligations relating to audit which HCS may have by state, city, or federal statute, ordinance, regulation, or agreement, whether those rights, powers, or obligations are express or implied.

DD. Notice of Award:

Any contract resulting from this ITB will be publicly posted for inspection in the Consolidated Procurement

Division, 1 Franklin Street, Suite 345, Hampton, Virginia.

EE. Award:

HCS intends to award a contract to the lowest responsible and responsive bidder. At HCS’s sole discretion, HCS may reject any or all bids in whole or in part if such action is determined to be in HCS’s best interest.

HCS reserves the right to enter into any contract deemed to be in its best interest, including the award of this contract to more than one contractor. HCS reserves the right to make an award based on the primary costs of the unit price for radios and a secondary emphasis of the cost for equipment and accessories.

FF. Disposition of Bids:

All materials submitted in response to this ITB will become the property of HCS of Hampton. One (1) copy of each bid will be retained for official files, will become a matter of public record after award of the contract, and will be open to public inspection subject to the Proprietary Information/Disclosure section of this ITB.

GG. Non-Exclusivity:

HCS reserves the right to procure goods or services covered under this contract from a third party when, in

City’s sole discretion; it is deemed to be in HCS’s best interest.

HH. Unauthorized Disclosure of Information:

Contractor shall assume the entire responsibility and liability for any and all damages caused by or resulting from or arising out of the negligent or willful unauthorized disclosure of confidential information on the part of the Contractor, its subcontractors, agents or employees under or in connection with this Contract. The

Contractor shall save harmless and indemnify the City and its agents, volunteers, servants, employees and officers from and against any and all claims, losses or expenses, including but not limited to attorney’s fees, ITB 27-270548/KJ Page 16 of 39 which either or both of them may suffer, pay or incur as the result of claims or suits due to, arising out of or in connection with, any and all such unauthorized disclosures, real or alleged. Contractor shall, upon written demand by the HCS, assume and defend, at the Contractor’s sole expense, any and all such suits or defense of claims alleging unauthorized disclosures of confidential information.

Any negligent or willful unauthorized disclosure of confidential information on the part of the Contractor, its subcontractors, agents or employees under or in connection with this Contract shall constitute a breach of the terms of this Contract. The HCS may proceed by appropriate court action, including seeking injunctive relief, to prevent continuing unauthorized disclosures, and Contractor shall save harmless and indemnify the

HCS for court costs, litigation expenses and reasonable attorney’s fees that it may pay or incur as the result of seeking to prevent or stop any and all unauthorized disclosures of confidential information.

II. SPECIAL TERMS AND CONDITIONS

A. Contract Period: The contract term shall be for one (1) year.

B. Contract Extension: This contract may be extended upon mutual agreement of both parties for four (4) additional, one-year periods, upon the same prices, terms, and conditions set forth in the negotiated contract resulting from this ITB.

C. Time is of the Essence: Time is of the essence in this Contract. Contractor expressly acknowledges that in the performance of its obligations, HCS is relying on timely performance and will schedule operations and incur obligations to third parties in reliance upon timely performance by Contractor and may sustain substantial losses by reason of untimely performance. However, price increases/decreases may be considered for optional years based on most current Bureau of Labor Statics CPI-U Wage Rate of the South

Region, but must not be greater than 5% annually at the sole discretion of HCS.

D. Successful Bidder shall provide a bond in the sum of the contract amount. The contract bond shall ensure

Successful Bidder's faithful performance in strict conformity with the contract. The contract bond shall be maintained throughout the term of the contract and any extensions.

E. Insurance:

Contractor shall submit to HCS Contract Administrator Certificates of Insurance, prior to beginning work under this contract and no later than ten (10) days after award of the contract.

All policies of insurance required herein shall be written by insurance companies licensed to conduct the business of insurance in Virginia, and acceptable to HCS, and shall carry the provision that the insurance will not be cancelled or materially modified without thirty days (30) prior written notice to HCS.

The certificates of insurance shall list HCS of Hampton, 1 Franklin Street, Hampton, Virginia 23669, as the additional insured for the specified project as outlined in this ITB.

Insurance shall be maintained during the entire term of the contract and any extensions and shall be of the following forms and limits:

ITB 27-270548/KJ Page 17 of 39

All required insurance coverages must be obtained from insurers authorized to do business in the

Commonwealth of Virginia.