VIRGINIA PORT AUTHORITY

Request For Proposals

RFP #2027-01-VPA

Accounts Payable Invoice Process Automation

Remote

REQUEST FOR PROPOSALS (RFP)

TRANSMITTAL PAGE

Title: Accounts Payable Invoice Process Automation

RFP #: 2027-01-VPA

Issue Date: July 29, 2026

Issuing Agency: Virginia Port Authority (VPA)

The Virginia Port Authority (VPA) is seeking proposals for qualified Accounts Payable software companies to transform the current accounts payable process by automating the end-to-end lifecycle of invoice processing. The term of the Contract shall be from the date of execution through the date of implementation or two (2) years whichever occurs first, with three (3), one (1) year options to renew upon the mutual written agreement of the parties. Proposals and all other correspondence, including questions, shall be sent electronically to proposals@portofvirginia.com. All email communications shall contain “RFP 2027-01-VPA” in the subject line followed by the Respondent’s name. Questions may only be submitted electronically no later than 2:00 p.m. EST August 6, 2026.

Proposals will be received until 2:00 p.m. EST August 20, 2026, an electronic copy of each proposal must be submitted to the following e-mail: proposals@portofvirginia.com

Late Proposals will not be considered.

In compliance with this RFP, and with all the conditions imposed therein and hereby incorporated by reference, the undersigned offers and agrees to furnish the goods and related services to the

Virginia Port Authority in accordance with the attached signed proposal, or as mutually agreed upon by subsequent negotiations.

NAME AND ADDRESS OF FIRM:

_____________________________ Date: _________________________

_____________________________ Telephone: ____________________

_____________________________ Email: ________________________

_____________________________ FEIN/FIN Number: _______________

BY: __________________________ *Virginia Port Authority cannot

(Signature) process payments without this

Print Name: __________________ information.

Title: ________________________

TABLE OF CONTENTS FOR RFP# 2027-01-VPA

I. PURPOSE

II. STATEMENT OF NEEDS

III. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS

IV. OWNERSHIP OF DATA SUBMITTED PURSUANT TO THE RFP

V. EVALUATION AND AWARD CRITERIA

VI. SPECIFIC PROPOSAL INSTRUCTIONS

VII. AWARD OF THE CONTRACT

VIII. EXHIBITS A-L

VIRGINIA PORT AUTHORITY

Request for Proposals #2027-01-VPA

Sections I through VII

I. Purpose of the

RFP

The purpose of this Request for Proposals (RFP) is to solicit proposals from qualified Offerors to establish a Contract through competitive negotiations for qualified Accounts Payable software companies to transform the current accounts payable process by automating the end-to-end lifecycle of invoice processing.

II. Statement of Needs

The Port of Virginia has experienced significant growth during the last decade and today is the third largest general cargo port on the US East Coast. In order to accommodate the anticipated continued growth in its business, the VPA is seeking to acquire the goods and related services. The Contractor(s) selected shall furnish the goods and related services in accordance with Exhibit C, Scope of Work.

III. Proposal Preparation and Submission Requirements

In order to be considered for selection, Offerors must submit a complete response to this Request for Proposals (RFP) in accordance with the instructions outlined in this section and in Section VI, Specific Proposal

Instructions. A complete response must include the signed RFP cover pages attached to the Offeror’s proposal, any Addenda issued, and all applicable

Exhibits. All distribution of the RFP documents, addenda, and updates to the scope or requirements will be posted to eVA. RFP responses must be received by 2:00 PM EST, August 20, 2026. Responses shall be sent to proposals@portofvirginia.com. Proposals shall be signed by an authorized representative of the Offeror. All information requested in the RFP must be submitted. Failure to submit all information requested may result in: (1) the VPA requiring prompt submission of missing information or (2) the VPA rejecting the proposal as being non-responsive. The Virginia Port Authority will not be responsible for delays in the delivery of responses. VPA’s mail exchange server has a limit of 50 MB for incoming proposals. Offerors need to be aware that their internet service provider (ISP) may have a maximum server limit less than 50

MB, which could hinder responses from being delivered to the VPA. The VPA will not be responsible for responses not received due to these limitations and no special consideration shall be given to such responses. It is the sole responsibility of the Offeror to ensure that its response reaches proposals@portofvirginia.com by the designated date and hour.

IV. Ownership of Data Submitted Pursuant to the

RFP

Ownership of all data, materials and documentation prepared for the VPA pursuant to the RFP shall belong exclusively to the VPA and will be subject to public inspection in accordance with the Virginia Freedom of Information Act.

However, proprietary information or trade secrets submitted by an Offeror shall not be subject to public disclosure. The Offeror must, with specificity, identify those portions of its proposal, which are proprietary. Offerors may not designate all of a proposal “proprietary” and any attempt to do so may result in rejection of the proposal.

V. Evaluation & Award Criteria

Criteria Points

Functional Fit 25 Integration Capability 20 Implementation Approach 20 Cost 15 SWaM 10 Support Model 10

VI. Specific Proposal Instructions

All submissions must adhere to the specifications and proposal requirements outlined below. Proposals shall be prepared and submitted in accordance with

Section III. Proposal Preparation and Submission Requirements, in addition to the following requirements. Proposals should be prepared simply and economically, providing a straightforward, concise description of the firm’s capabilities to satisfy the requirements of the RFP. Proposals shall be single spaced, using a font size not less than 11 point and be limited to twenty (20) pages (not including Exhibits A - L, any submittals required by Exhibits A - L, and any Addenda issued to the RFP). Failure to comply with the 20-page limit may be grounds for rejection of your proposal. Emphasis should be on completeness and clarity. An authorized representative of the firm shall sign proposals.

The following subjects must be covered in the proposal and will be scored in accordance with the established Evaluation and Award Criteria as noted in

Section V. Offerors should separate the different sections of their proposals with clearly marked section dividers for easy reference by the selection committee.

Section 1: RFP Submittal Documents- Complete RFP Document to include the completed and signed transmittal pages, all completed Exhibits A - L, any

Addenda, etc.

Section 2: Functional Fit - 25pts

Evaluation Objective: ability to capture invoices from multiple mailboxes in various formats for multiple entities with minimal exception handling and adaptability of AI/ML for processing.

Proposal Requirements

Describe your experience implementing AP invoice automation solutions.

Describe invoice capture capabilities (email, EDI, OCR, portals).

What OCR (Optical Character Recognition) technology is used and accuracy rates?

Can system support PO/non-PO invoices and auto coding?

How does solution scale with volume?

Can it support multi-entity environments?

How does the software manage exceptions and discrepancies?

Does it support reoccurring invoices and credits?

Does the software utilize AI/ML to improve over time?

What are the workflow capabilities and is the workflow customizable?

Section 3: Integration Capability - 20pts

Evaluation Objective: ability to produce GL level detail and create various formats of a voucher file that has the capability to incorporate purchase orders for PeopleSoft FSCM 9.2.

Describe ERP (Enterprise Resource Planning) integration (e.g., PeopleSoft).

How are invoices converted to ERP (e.g., PeopleSoft) vouchers?

How will the system match to a purchase order and/or receipt in

PeopleSoft?

Can workflows integrate with ERP approval engines (e.g., PeopleSoft)?

Section 4: Implementation Approach - 20pts

Evaluation Objective: roadmap for gap analysis, design, development, testing, training, change management, and go-live support.

What is your methodology for conducting a comprehensive gap analysis and stakeholder engagement process?

Deployment options (cloud/on-prem)?

What key personnel and number of personnel would your company assign to a project of this size and type?

Section 5: Cost - 15pts

Description Amount (USD)

Total Project Cost

Please provide your rate sheet along with your total cost to complete this project.

Section 6: SWaM - 10pts

Provide general information about your company’s SWaM participation and practices in conjunction with the completion and submission of Exhibit H and an acknowledgement of Exhibit I as included in Section 1 of the Offerors proposal along with the other RFP Submittal Documents.

Section 7: Support Model - 10pts

Evaluation Objective: SLAs, communication of software updates and changes.

What level of customer support is provided with corresponding SLAs?

How frequently are changes made or updates deployed to the software and how is communicated?

What training and capacity-building services do you provide for internal staff, and how do you ensure knowledge transfer?

Provide at minimum three (3) references for similar projects to include company name, contact name, contact phone number, contact email, project scope, and project cost.

VII. Award of the Contract

Selection shall be made of Offeror deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors set out immediately above. Negotiations shall be conducted with the Offeror so selected. Price shall be considered but need not be the sole determining factor.

After negotiations have been conducted with each Offeror so selected, the VPA shall select the Offeror which, in its opinion, has made the best proposal, and shall award the Contract to that Offeror. The Virginia Port Authority may cancel this Request for Proposals or reject proposals at any time prior to an award and is not required to furnish a statement of the reason why a particular proposal was not deemed to be the most advantageous. Should the Virginia Port

Authority determine in writing and in its sole discretion that only one Offeror is fully qualified, or that one Offeror is clearly more highly qualified than the others under consideration, a Contract may be negotiated and awarded to that Offeror.

The award document will be a Contract incorporating by reference all the requirements, terms and conditions of the solicitation and the Contractor’s proposal as negotiated. VPA intends to award a Contract to a single Offeror, however, if VPA determines it is in its best interest to do so, VPA reserves the right at its sole discretion to award a Contract to more than one Offeror and/or split the order among Offerors.

In response to this Request for Proposal (RFP) and in full compliance with all conditions set forth herein, the undersigned Offeror hereby submits a proposal to furnish the goods and related services at the prices indicated in the submitted proposal or as negotiated by the parties.

The Offerors proposal in response to this RFP is subject to the provisions of the Virginia Port Authority

Procurement and Capital Outlay Manual (“PCOM”), the General Terms and Conditions, and the Special Terms and Conditions included with this RFP package as amended or negotiated.

By signing below, the Offeror certifies compliance with all applicable terms and conditions via reference.

Failure of the Offeror to carefully examine the requirements of the Request for Proposal, the PCOM, the

General Terms and Conditions, and the Special Terms and Conditions does not relieve the Offeror of their obligation to furnish the goods and/or services specified in this Request for Proposal as amended.

Furthermore, the undersigned certifies that the firm name provided below and listed on the transmittal page is the true and complete legal name of the Offeror, and that the Offeror is qualified to provide the goods and related services described in the scope of work for this RFP.

Company Name: _____________________________________

Signature______________________________________________________________________________

Legal Representative of Firm Printed Name Date

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Virginia Port Authority

RFP 2027-01-VPA

EXHIBIT A

GENERAL TERMS AND CONDITIONS

1. ADVERTISING

2. ANNOUNCEMENT OF AWARD

3. ANTI-DISCRIMINATION

4. ANTITRUST

5. APPLICABLE LAWS AND COURTS

6. ASSIGNMENT AND SUBCONTRACTING

7. AUDIT

8. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH

9. AVAILABILITY OF FUNDS

10. BEST AND FINAL OFFER

11. CHANGES TO THE CONTRACT

12. CLARIFICATION OF TERMS

13. COMPLIANCE WITH ALL LAWS AND REGULATIONS

14. COMPLIANCE WITH ENVIRONMENTAL LAWS

15. CONFIDENTIAL RELATIONSHIP

16. CONTRACT EXTENSIONS

17. CONVERSION OF RFP TERMS UPON CONTRACT AWARD

18. CYBERSECURITY RESPONSIBILITY

19. DEBARMENT STATUS

20. DEFAULT

21. DRUG FREE WORKPLACE POLICY STATEMENT

22. ETHICS IN CONTRACTING

23. FEDERALLY IMPOSED TARIFFS

24. FORCE MAJEURE

25. GENERAL RELATIONSHIP

26. IMMIGRATION REFORM AND CONTROL ACT OF 1986

27. INDEMNIFICATION

28. LIMITATION OF LIABILITY

29. MANDATORY USE OF FORM AND TERMS AND CONDITIONS OF RFPS

30. NO ORAL MODIFICATIONS TO THE CONTRACT

31. NONDISCRIMINATION OF CONTRACTORS

32. OPERATING AUTHORITY AND CREDENTIALS

33. PAYMENT TERMS

34. PRECEDENCE OF TERMS

35. PRICE

36. PRIME CONTRACTOR RESPONSIBILITIES

37. PROCUREMENT AND CAPITAL OUTLAY MANUAL

38. PROPOSAL ACCEPTANCE PERIOD

39. PROPOSAL PRICE CURRENCY

40. QUALIFICATIONS OF OFFERORS

41. REPRESENTATIONS

42. STRICT LOYALTY

43. SUBCONTRACTS

44. SUPERSEDING EFFECT

45. TAXES

46. TERMINATION AND SUSPENSION

47. TERMINATION FOR CONVENIENCE

1. ADVERTISING:

The Contractor shall give no indication of the provision of services to the Virginia Port Authority (“VPA”) in product literature or advertising without the advance written consent of the VPA.

2. ANNOUNCEMENT OF AWARD:

Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the

VPA will publicly post such notice on the Port of Virginia website.

3. ANTI-DISCRIMINATION:

By entering into a Contract, the Contractor certifies to the Virginia Port Authority that it will, where applicable, conform to the provisions of the Federal Civil Rights Act of 1964, as well as the Virginia Fair Employment

Contracting Act of 1975, the Virginians With Disabilities Act, and the Americans With Disabilities Act, all of which as may be amended from time to time.

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

1. During the course of this Contract, the Contractor agrees that:

a) The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin, or disabilities, except where religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of the

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

b) The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the

Contractor, will state that such Contractor is an equal opportunity employer.

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

2. The Contractor will include the provisions of 1. Above in every subcontract or purchase order over

$10,000, so that the provisions will be binding upon each subcontractor or supplier.

4. ANTITRUST:

By entering into a contract, the Contractor conveys, sells, assigns, and transfers to the VPA all rights, title and interest in and to all causes of the action, it may now have or hereafter acquire, under the antitrust laws of the

United States and the Commonwealth of Virginia, relating to the particular services acquired by the VPA under said contract.

5. APPLICABLE LAWS AND COURTS:

This solicitation and any resulting Contract shall conclusively be deemed to have been prepared, executed and entered into in the Commonwealth of Virginia, and any Contract resulting there from, including its formation, operation, and performance, shall be governed, construed, performed and enforced in accordance with the substantive laws of the Commonwealth of Virginia. Without limiting the generality of the foregoing, the United

Nations Convention on Contracts for the International Sales of Goods shall not apply to this solicitation or any resulting Contract or to any of the transactions contemplated under any such Contract. Any litigation with respect to such Contract shall be brought in the courts of the Commonwealth of Virginia.

6. ASSIGNMENT AND SUBCONTRACTING:

Any Contract awarded or any interest thereunder shall not be assigned, subcontracted, or transferred, in whole or in part, by the Contractor without the prior written consent of the VPA. The Contractor shall not assign any monies due or to become due to him, without the prior written consent of the VPA. No assignment shall relieve the Contractor from its obligations under the Contract.

7. AUDIT:

The Contractor hereby agrees to keep adequate records of any direct labor costs and all other costs of the performance of this Contract and to retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the Commonwealth of Virginia, whichever is sooner. The

VPA, its authorized agents, and/or State auditors shall have full access to, and the full right to examine, any of said materials during said period.

8. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH:

A contractor 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 if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with the VPA shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provision of this section.

9. AVAILABILITY OF FUNDS:

It is understood and agreed between the parties herein that the VPA shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this contract.

10. BEST AND FINAL OFFER:

At the conclusion of negotiations, the Offeror (s), may be asked to submit in writing, a Best and Final Offer

(BAFO). After the BAFO is submitted, no further negotiations shall be conducted with the Offeror (s). The

Offeror’s proposal will be rescored to combine and include the information contained in the BAFO. The decision to award will be based on the final evaluation including the BAFO.

11. CHANGES TO THE CONTRACT:

Changes can be made to the Contract in any one of the following ways:

1. The VPA may order changes within the general scope of the Contract at any time by written notice to the

Contractor. Changes within the scope of the Contract include, but are not limited to, things such as the method of packing or shipment, the place of delivery or installation, and changes in the specifications, including drawings and designs. The Contractor shall comply with the notice upon receipt. The Contractor shall be compensated for any additional costs incurred as the result of such order and shall give the VPA a credit for any savings. Said compensation shall be determined by one of the following methods:

a) By mutual agreement between the parties in writing; or

b) By agreeing upon a unit price or using a unit price set forth in the Contract, if the work to be done can be expressed in units, and the Contractor accounting for the number of units of work performed, subject to the VPA's right to audit the Contractor's records and/or to determine the correct number of units independently; or

c) By ordering the Contractor to proceed with the work and to keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the Contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The

Contractor shall present the VPA with all vouchers and records of expenses incurred and savings realized. The VPA shall have the right to audit the records of the Contractor as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the VPA within thirty (30) days from the date of receipt of the written order from the VPA. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the Contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this Contract or, if there is none, in accordance with the disputes provisions of the VPA Procurement and Capital Outlay Manual. Neither the existence of a claim or a dispute resolution process, litigation or any other provision of this Contract shall excuse the Contractor from promptly complying with the changes ordered by the VPA or with the performance of the Contract generally.

2. The parties may agree in writing to modify the scope of the Contract. Any increase or decrease in the price of the Contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the Contract. Notwithstanding any other provisions of the Contract or any document referenced therein, the VPA’s Procurement Head or their designee are the only individual authorized to make changes in or redirect the work required by the Contract. If VPA’s approval is required under the terms of the Contract, it shall be construed to mean the approval of VPA’s Procurement Head or his/her designee. In the event the Contractor effects any change at the direction of any other person, the change shall be considered as having been made without authority, and no adjustment shall be made in the

Contract price or delivery schedule as a result thereof.

12. CLARIFICATION OF TERMS:

If any prospective Offeror has questions about the specifications or other solicitation documents, the prospective Offeror should contact the VPA’s Procurement Head. Any revisions to the solicitation will be made only by addendum issued by the Procurement Head.

13. COMPLIANCE WITH ALL LAWS AND REGULATIONS:

At the Contractor’s own cost and expense, it certifies that it shall comply with all applicable federal, state, and local laws, rules and regulations. Contractor shall secure and obtain any and all permits, licenses, and consents as may be necessary. Contractor shall be solely responsible for compliance with all federal, state, and local occupational health and safety laws with respect to its personnel and Subcontractors, and shall take reasonable steps for the safety and protection of all persons and to property on which the Services are to be provided that may be affected by Contractor’s activities. If Contractor observes any unsafe or dangerous conditions at the Property, it shall immediately report those conditions to VPA. Contractor acknowledges that Contractor has reviewed the VPA's health and safety rules for terminal patrons, the Port of Virginia Response Guide and safety policy (available at https://operations.portofvirginia.com/health-safety-environment/) and shall comply, and cause its Subcontractors to comply, with all requirements in such guidelines that relate to Contractor and/or its subcontractors while at the VPA’s facilities or otherwise performing the Service.

14. COMPLIANCE WITH ENVIRONMENTAL LAWS:

A. As used in this section, “PERMIT HOLDER” and specifically “permits held by PERMIT HOLDER” shall refer collectively to Contractor and also VPA, which is the holder of certain permits affecting the operation of the Terminals.

B. Contractor agrees that its activities on the Premises shall comply with all conditions in existing environmental permits held by PERMIT HOLDER insofar as those conditions may be applicable to the activities of Contractor on the Premises. The term "environmental permits" as used herein shall include federal, state, and local permits or licenses including but not limited to dredging permits, air pollution permits, water discharge or pretreatment permits, hazardous waste generator identification numbers, hazardous waste treatment storage or disposal permits. Contractor agrees to provide PERMIT HOLDER with copies of all correspondence, reports, notices, and other documents exchanged between Contractor and regulatory agencies concerning permits held by PERMIT HOLDER.

C. Contractor further agrees to abide by all directives or orders issued by federal, state or local regulatory agencies with respect to Contractor’s activities on the property, and no claim shall thereby be made against

PERMIT HOLDER for any costs so incurred.

D. Contractor agrees that it shall obtain environmental permits in its own name for its activities, where existing permits held by PERMIT HOLDER do not apply to the Contractor’s activities. In this context, environmental permits includes not only those matters stated above, but also “dredge and fill” permits, sub-aqueous land construction permits, Chesapeake Bay Preservation Act compliance, and any other applicable environmental or land use regulations, whether federal, state or local in origin. Contractor will obtain the written consent of PERMIT HOLDER prior to applying for any such permits and shall provide PERMIT

HOLDER with copies of all permit applications and any correspondence or other documents relating to the issuance of the permits. Contractor agrees that the cost of obtaining such permits shall be borne exclusively by Contractor, and that Contractor shall indemnify and hold PERMIT HOLDER harmless from all costs associated with application, issuance, modification, enforcement, and release of, and compliance with, such permits.

E. Throughout the term of this License, Contractor shall not cause, permit or allow any “Hazardous Materials” to be used, stored, dumped, sold, released, or transported on or within any portion of the Premises or the

Terminals by Contractor, its agents or employees, or its contractors, subcontractors, assignees, subcontractors, or any of their respective employees, agents, or contractors (collectively “Contractor

Parties”), except in accordance with applicable federal, state and local environmental, safety, and health regulations and in accordance with requirements and regulations of VPA and/or the VPA. The term

“Hazardous Material” as used in this section shall include all hazardous wastes as defined under Virginia

Hazardous Waste Management Regulations VR 672-10-1, hazardous substances as defined pursuant to the

Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. 9601 et seq), asbestos or asbestos-containing materials, petroleum products or wastes, products containing polychlorinated biphenyl, carcinogenic, or radioactive materials.

F. Contractor agrees to give PERMIT HOLDER prompt written notice of any “release” of “Hazardous

Materials” on or about the Premises. “Release” shall include any spilling, dumping, or discharge of

“Hazardous Materials” that is required to be recorded or reported to federal or state officials under the provisions of federal or state law.

G. Contractor agrees to give PERMIT HOLDER prompt written notice and a copy of any “Notice of Violation” or other administrative or judicial process issued by a federal, state or local government agency relating to a violation of environmental laws from Contractor’s operations on the Premises.

H. Contractor agrees to promptly clean up and remediate any release of Hazardous Materials on the Premises or other parts of the Terminals occurring due to the acts, omissions, negligence, or misconduct of any of the

Contractor Parties. This clean-up and remediation shall be conducted at Contractor’s sole expense and in compliance with all applicable federal, state and local laws and regulations then in effect.

I. Upon expiration or termination of this License, PERMIT HOLDER shall cause an inspection of the

Premises to be made by a qualified environmental consultant, for the purpose of documenting or assessing releases of Hazardous Materials. Contractor agrees to pay for the reasonable costs of this inspection, and any subsequent sampling or testing recommended by the environmental consultant as necessary to confirm whether or not a release of Hazardous Materials has occurred.

J. Contractor’s obligations under this section shall survive the termination or earlier expiration of this License.

K. It is expressly understood by Contractor that VPA is an active participant in the Environmental Management

System ISO 14001 program. Contractor shall observe and comply with the terms, conditions, and directives of this program.

15. CONFIDENTIAL RELATIONSHIP:

The Contractor shall keep in strictest confidence, and treat as proprietary to both VPA and its operating affiliate, Virginia International Terminals, LLC (“VIT”), all information that may be acquired in connection with, or as a result of, this Contract. During the term of the Contract and at all times thereafter, the Contractor shall not, without the prior written consent of VPA, publish, communicate, divulge, or use (except in the performance of the Contract itself) any such information unless it is in the public domain.

16. CONTRACT EXTENSIONS:

In the event that the original term and all renewals of this Contract expire prior to the award for a new contract for similar goods and/or services, the VPA may, with written consent of the Contractor, extend this Contract for such a period as may be necessary to afford the VPA a continuous supply of the identified good and/or services.

17. CONVERSION OF RFP TERMS UPON CONTRACT AWARD:

Upon execution of any Contract resulting from this RFP, all provisions of these RFP Terms and Conditions shall, to the extent applicable, survive and be incorporated into the resulting Contract. References throughout these RFP Terms and Conditions to "Solicitation," “RFP,” "Offeror," "Respondent," "Proposal," "Bid," "Offer," or similar solicitation-related terms shall be deemed automatically replaced, as appropriate, with "Contract,"

"Contractor," "Contractor's Proposal" (where historical reference is required), or other corresponding contractual terminology necessary to give effect to the provision in the context of Contract performance.

Any provision that by its nature applies solely to the solicitation, procurement, evaluation, award, protest, or selection process, including but not limited to instructions to offerors, proposal preparation requirements, submission procedures, evaluation criteria, discussions, negotiations, award procedures, or similar pre-award requirements, shall expire upon contract award and shall have no further force or effect unless expressly incorporated into the resulting Contract by specific reference.

To the extent a provision can reasonably be interpreted as either a solicitation requirement or a continuing contractual obligation, such provision shall be construed to survive Contract award and remain enforceable as a term of the Contract unless expressly stated otherwise.

18. CYBERSECURITY RESPONSIBILITY:

Contractor shall maintain commercially reasonable administrative, technical, and physical safeguards to protect its systems and any VPA data from unauthorized access, disclosure, alteration, loss, or disruption. Contractor shall be responsible for, and shall indemnify and hold harmless VPA from and against, any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) a cybersecurity incident, data breach, or unauthorized access involving Contractor systems; (b) Contractor’s failure to comply with applicable cybersecurity or data protection laws; or (c) unauthorized access to or disclosure of VPA data caused by Contractor’s acts, omissions, or failure to maintain appropriate security measures. Any limitation of liability in this Contract shall not apply to Contractor’s obligations under this Section. Upon request, Contractor shall provide evidence of commercially reasonable cyber liability insurance coverage.

19. DEBARMENT STATUS:

By submitting their proposals, Offerors certify that they are not currently debarred from submitting proposals on Contracts by any public entity within or without the United States, nor are they an agent of any person or entity that is so debarred.

20. DEFAULT:

In case of failure to deliver services in accordance with the Contract terms and conditions, the VPA, after due oral or written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the

VPA may have.

21. DRUG FREE WORKPLACE POLICY STATEMENT:

The Contractor acknowledges and certifies that he understands that the following acts by the Contractor, its employees, and/or agents performing services on state property are prohibited: The unlawful manufacture, distribution, dispensing, possession or use of alcohol or other drugs; and any impairment or incapacitation from the use of alcohol or other drugs (except the use of drugs for legitimate medical purposes). The Contractor further acknowledges and certifies that he understands that a violation of these prohibitions constitutes breach of contract and may result in default action being taken by the VPA in addition to any criminal penalties that may result from such conduct.

22. ETHICS IN CONTRACTING:

By submitting their proposals, Offerors certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Offeror, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any employee of VPA, VIT, or HRCP II, LLC (“HRCP II”) any payment, loan, service, or any other thing of whatever nature, of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

23. FEDERALLY IMPOSED TARIFFS

In the event that the President of the United States, the United States Congress, Customs and Border Protection, or any other federal entity authorized by law, imposes an import duty or tariff (a “tariff”), on an imported good that results in an increase in contractor’s cost so material that continued performance under the Contract becomes commercially impracticable, the VPA shall have no obligation to agree to an increase in the purchase price for the affected good.

The Contractor may submit a written request for a price adjustment, but no increase shall be valid or enforceable unless expressly agreed by the VPA in a written amendment. In no event shall any price increase exceed 25% of the actual, documented additional tariff cost attributable to the affected goods provided under this Contract.

Prior to the VPA agreeing to a price increase pursuant to this Section, the contractor must provide to the VPA, the following documentation, all of which must be satisfactory to the VPA:

1. Evidence demonstrating:

a) The unit price paid by contractor as of the date of award for the good or raw material used to furnish the goods to the VPA under this Contract.

b) The applicability of the tariff to the specific good or raw material, and

c) Contractor’s payment of the increased import duty or tariff (either directly or through an increase to the cost paid for the good or raw material).

The evidence submitted shall be sufficient in detail and content to allow the VPA to verify that the tariff is the cause of the price change. This may include notice from the manufacturer or Contractor’s supplier.

2. A certification signed by the contractor that it has made all reasonable efforts to obtain the good or raw materials comprising the good procured by the VPA at a lower cost from a different source located outside of the country against which the tariff has been imposed.

3. A certification signed by the contractor that the documentation, statements, and any other evidence it submits in support of its request for a price increase under this Section are true and correct, and that the contractor would otherwise be unable to perform under this Contract without such a price increase.

4. As requested by the VPA, written instructions authorizing the VPA to request additional documentations from individuals or entities that provide the good or the raw materials to verify the information submitted by the contractor.

If the VPA agrees to a price increase under this Section, the following additional terms shall apply:

During the Term and for five (5) years after the termination of this Contract, contractor shall retain, and the VPA and its authorized representatives shall have the right to audit, examine, and make copies of, all of contractors books, accounts, and other records related to this Contract and contractor’s costs for providing goods to the VPA, including but not limited to those kept by the contractor’s agents, assigns, successors, and subcontractors.

24. FORCE MAJEURE:

It is mutually understood and agreed that neither party hereto shall be held responsible for damages caused by delay or failure to perform hereunder, when such delay or failure is due to fires, strikes, floods, hurricanes, tornadoes, snowstorms, epidemics, acts of God, acts of war or terrorism, legal acts of public authorities, or, delays or defaults caused by public carriers which cannot reasonably be forecast or provided against.

25. GENERAL RELATIONSHIP:

The Contractor shall be acting as an independent contractor. Neither the Contractor nor employees of the

Contractor are employees of VPA under the meaning or application of any federal or state unemployment or insurance laws or workers’ compensation laws, or otherwise. The Contractor shall assume all liabilities or obligations imposed by any one or more of such laws with respect to employees of Contractor in the performance of this Contract. The Contractor shall not have any authority to assume or create any obligation, express or implied, on behalf of VPA, and the Contractor shall have no authority to represent itself as an agent, employee, or in any other capacity of VPA.

26. IMMIGRATION REFORM AND CONTROL ACT OF 1986:

By submitting their proposal, Offerors certify that they do not and will not, during the performance of this

Contract, employ illegal alien workers or otherwise violate the provisions of the Federal Immigration Reform and Control Act of 1986.

27. INDEMNIFICATION:

The Contractor agrees to indemnify, defend and hold harmless the Commonwealth of Virginia, the VPA, VIT, HRCP II and their officers, agents, and employees from any claims, damages and actions on account of bodily injury (including sickness and death) or damage to property, whether at law or in equity, arising from or caused by the use of any materials, goods, equipment, or services of any kind or nature furnished by the Contractor except to the extent that such liability is caused by or is attributable to the sole negligence of the Commonwealth of Virginia, the VPA, VIT, or HRCP II.

28. LIMITATION OF LIABILITY:

To the extent permitted by applicable law, neither party will be liable to the other under this solicitation or resulting contract for any indirect, incidental, special or consequential damages, or damages from loss of profits, revenue, data or use of the supplies, equipment and/or services delivered under this contract. In the event of Default on behalf of either party, the total liability owed to the other party shall not exceed the applicable insurance coverage limit.

This limitation of liability will not apply, however, to liability arising from: (a) personal injury or death; (b) defect or deficiency caused by willful misconduct or negligence on the part of the contractor; or (c) circumstances where the contract expressly provides a right to damages, indemnification or reimbursement.

29. MANDATORY USE OF FORM AND TERMS AND CONDITIONS OF RFP’S:

Failure to submit a proposal on the official VPA form (Transmittal Page) provided for that purpose may be a cause for rejection of the proposal. Modification of or additions to the General or Special Terms and Conditions of the solicitation may be cause for rejection of the proposal; however, the Virginia Port Authority reserves the right to decide, on a case-by-case basis, in its sole discretion, whether to reject such a proposal.

30. NO ORAL MODIFICATIONS TO THE CONTRACT:

No modification of, or addition to, the provisions of the Contract shall be effective unless in writing and signed by the parties to the Contract.

31. NONDISCRIMINATION OF CONTRACTORS:

An Offeror, or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the Offeror employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

32. OPERATING AUTHORITY AND CREDENTIALS:

Wherever and whenever during the course of performing any work under this Contract, the Contractor will ensure that all vehicles utilized to accomplish the terms of the Contract are properly titled, registered, plated and have the required operating authority and credentials in accord with the Code of Virginia.

33. PAYMENT TERMS:

Invoices for services rendered or scheduled shall be submitted by the Contractor directly to AP-invoices@PortOfVirginia.com. In the event Contractor is unable to email, invoices will be mailed to 1431

Terminal Boulevard, Norfolk, Virginia 23505. All invoices shall show the VPA Contract number; social security number (for individual contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations.) Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however.

34. PRECEDENCE OF TERMS:

The following descending order of precedence shall govern in the event of a conflict between the documents of the Contract entered into pursuant to this solicitation.

(a) Articles of the Contract

(b) Exhibit A, General Terms & Conditions

(c) Exhibit B, Special Terms & Conditions

(d) Exhibit C, Contractor’s Proposal

If any discrepancy, ambiguity, divergence, inconsistency, deficiency, design or construction impracticality, or omission from, in or among any of the above documents is found, notice shall immediately be given by the party finding the same to the other party, specifying the discrepancy, ambiguity, divergence, inconsistency, deficiency, design or construction impracticality or omission, and the VPA shall issue instructions in regard thereto; provided, however, no such matter shall vitiate or impair the obligations of the Contractor under the

Contract. No instruction given by the VPA under this clause shall amount to a change to the Contract, and the

Contractor shall not be entitled to any extension of time or extra payment in respect thereof; the cost of implementing the instruction shall be deemed to be included in the Contract price.

35. PRICE:

The Price and/or rate includes all duties, charges, royalties, tariffs, fees, and other related costs as of the Effective

Date of this Contract. Foreign Taxes and taxes on the Contractor’s income shall remain the responsibility of the

Contractor. The VPA shall not be responsible for any increase in Price resulting from a tariff or import duty imposed after the Effective Date unless such increase is expressly agreed upon in a written amendment in accordance with Section 23 Federally Imposed Tariffs. Any adjustments to the Price must be made strictly in accordance with the terms and conditions of the Contract and shall be subject to the VPA's audit rights where applicable.

36. PRIME CONTRACTOR RESPONSIBILITIES:

The Contractor shall be responsible for completely supervising and directing the work under this Contract and all subcontractors that it may utilize with the prior written consent of VPA, using its best skill and attention.

Subcontractors who perform work under this Contract shall be responsible to the prime Contractor. The

Contractor agrees that it is as fully responsible for the acts and omissions of its subcontractors as it is for the acts and omissions of its own employees. Each subcontractor will be required to obtain an executed access agreement on VPA’s standard form and proof of the insurance required by this Contract. Contractor acknowledges that claims for additional time or change order based on delay due to subcontractors’ failure to provide either an executed access agreement or proof of necessary insurance required to gain access to VPA facilities will not be considered by VPA.

37. PROCUREMENT AND CAPITAL OUTLAY MANUAL:

This solicitation is subject to the provisions of the Virginia Port Authority Procurement and Capital Outlay

Manual and any revisions thereto, which are hereby incorporated into this contract in their entirety. A copy of the manual may be obtained by requesting via e-mail at proposals@portofvirginia.com only.

38. PROPOSAL ACCEPTANCE PERIOD:

Any proposal resulting from this solicitation shall be valid for ninety (90) days. At the end of the ninety (90) days, the proposal may be withdrawn at the written request of the Offeror. If the proposal is not withdrawn at that time, it remains in effect until an award is made or the solicitation is canceled.

39. PROPOSAL PRICE CURRENCY:

Unless stated otherwise in the solicitation, Offerors shall state proposal prices in US dollars.

40. QUALIFICATIONS OF OFFERORS:

The VPA may make such reasonable investigations as it deems proper and necessary to determine the ability of the Offeror to perform the work contemplated herein and the Offeror shall furnish to the VPA all such information and data for this purpose as may be requested. The VPA reserves the right to inspect Offeror's physical facilities prior to award to satisfy questions regarding the Offeror’s capabilities. The VPA further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such Offeror fails to satisfy the VPA, in its sole discretion, that such Offeror is properly qualified to carry out the obligations of the

Contract and to complete the work or furnish the item(s) contemplated therein.

41. REPRESENTATIONS:

The Offeror hereby represents and warrants that (1) as of the date hereof, and on and as of the date of the provision of goods or services contemplated herein, the Offeror is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (2) the Offeror has the full right, power and authority and has taken all necessary action under the laws of its jurisdiction of organization to authorize it to execute and deliver a Contract, to consummate the transactions contemplated hereby and in the Contract and to perform its obligations thereunder. The Offeror hereby agrees to furnish to the VPA any and all certificates of governmental authorities and/or officers or directors of the Offeror that the VPA may reasonably require in order to confirm the due authorization and execution of the proposal and the Contract and the Offeror’s right, title and authority to perform its obligations under the Contract.

42. STRICT LOYALTY:

The Contractor and its employees shall avoid all circumstances and actions that would place the Contractor in a position of divided loyalty with respect to the obligations undertaken under this Contract.

43. SUBCONTRACTS:

No portion of the work shall be subcontracted, assigned, or delegated without the prior written consent of the

VPA. In the event that the Contractor desires to subcontract, assign, or delegate some part of the work specified herein, the Contractor shall furnish the Virginia Port Authority the names, qualifications and experience of its proposed subcontractors or assignees. The Contractor shall, however, remain fully liable and responsible for the work and shall assure compliance with all requirements of the Contract.

44. SUPERSEDING EFFECT:

This Contract supersedes all prior oral or written agreements, if any,…