RFP 26-423TM Real Time Closed Captioning.pdf

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City of Hampton

ISSUING OFFICE:

DATE: May 12, 2026

RFP ITEM NO.

26-423TM

Consolidated Procurement Div.

1 Franklin Street, Suite 345

HAMPTON, VA 23669

TELEPHONE: (757) 727-2200

FAX: (757)727-2207

Attention of Offeror is Directed To Section 2.2-4367 to 2.2-4377 Code of Virginia (Ethics In Public Contracting)

PROCUREMENT OFFICER

Tammy Martin, Senior Buyer

SEALED PROPOSALS will be received in the Issuing Office above until Closing Date and Closing Time as specified in this solicitation including any addenda issued by this office.

HCS of Hampton is not responsible for late delivery by U.S. Postal mail or other couriers.

All inquiries for information regarding this Request for Proposal are to be directed to the Issuing Office as defined herein.

COMMODITY: Real Time Closed Captioning NIGP CODE: 961.67

CLOSING DATE

June 11, 2026

CLOSING TIME

11:00 a.m. EST

PLEASE FILL IN OFFEROR’S NAME &

ADDRESS IN THE SPACES PROVIDED

BELOW:

THIS IS NOT AN ORDER

PREPROPOSAL

CONFERENCE

NONMANDATORY

DATE: n/a

TIME:

THE SCHOOL BOARD OF THE CITY OF HAMPTON, HEREAFTER REFERRED TO AS “HCS”, RESERVES THE RIGHT TO ACCEPT OR REJECT ANY AND ALL PROPOSALS IN WHOLE OR IN PART AND WAIVE ANY INFORMALITIES IN THE COMPETITVE NEGOTIATIONS PROCESS. FURTHER, HCS RESERVES THE RIGHT TO ENTER INTO ANY CONTRACT DEEMED TO BE IN ITS BEST INTEREST. THE ENTIRE CONTENTS OF THE REQUEST FOR PROPOSALS, ANY ADDENDA, OFFEROR'S PROPOSAL AND NEGOTIATED CHANGES SHALL BE INCORPORATED

BY REFERENCE INTO ANY RESULTING CONTRACT.

THE SCHOOL BOARD OF THE CITY OF HAMPTON DOES NOT DISCRIMINATE AGAINST FAITH-BASED

ORGANIZATIONS.

DESCRIPTION OF COMMODITY

The School Board of The City of Hampton is seeking proposals from qualified Offerors to provide real time closed captioning services for CPEG Television within Hampton City Schools.

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/AGREEMENT/LEASE OR

HOLDING THE CONTRACTOR HARMLESS. THE SUBMISSION OF A PROPOSAL 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 PROPOSAL REJECTION.

Authorized Agent: _______________________________________________ ______________________ Signature Type or Print Name

Email Address Telephone Number Fax Number Company FEI/FIN#

REQUEST FOR PROPOSALS

ANTI-COLLUSION/NONDISCRIMINATION/DRUG-FREE WORKPLACE REQUIREMENTS

ANTI-COLLUSION CLAUSE:

IN THE PREPARATION AND SUBMISSION OF THIS PROPOSAL, SAID OFFEROR 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 OFFEROR 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.

DRUG-FREE WORKPLACE:

DURING THE PERFORMANCE OF THIS CONTRACT, THE CONTRACTOR AGREES TO (I)

PROVIDE A DRUG-FREE WORKPLACE FOR THE CONTRACTOR'S EMPLOYEES; (II) POST IN

CONSPICUOUS PLACES, AVAILABLE TO EMPLOYEES AND APPLICANTS FOR

EMPLOYMENT, A STATEMENT NOTIFYING EMPLOYEES THAT THE UNLAWFUL

MANUFACTURE, SALE, DISTRIBUTION, DISPENSATION, POSSESSION, OR USE OF A

CONTROLLED SUBSTANCE OR MARIJUANA IS PROHIBITED IN THE CONTRACTOR'S

WORKPLACE AND SPECIFYING THE ACTIONS THAT WILL BE TAKEN AGAINST EMPLOYEES

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

ADVERTISEMENTS FOR EMPLOYEES PLACED BY OR ON BEHALF OF THE CONTRACTOR

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

PROVISIONS OF THE FOREGOING CLAUSES IN EVERY SUBCONTRACT OR PURCHASE

ORDER OF OVER $10,000, SO THAT THE PROVISIONS WILL BE BINDING UPON EACH

SUCONTRACTOR 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 CONTRACTOR 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 SUCESSFUL OFFEROR SHALL BE PROHIBITED:

1. DURING THE PERFORMANCE OF THIS CONTRACT, THE CONTRACTOR AGREES AS

FOLLOWS:

a THE OFFEROR, 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 CONTRACTOR. THE CONTRACTOR AGREES TO POST IN

CONSPICUOUS PLACES, AVAILABLE TO EMPLOYEES AND APPLICANTS FOR

EMPLOYMENT, NOTICES SETTING FORTH THE PROVISIONS OF THIS

NONDISCRIMINATION CLAUSE.

b. THE CONTRACTOR, IN ALL SOLICITATIONS OR ADVERTISEMENTS FOR EMPLOYEES

PLACED BY OR ON BEHALF OF THE CONTRACTOR, SHALL 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 THE

REQUIREMENTS OF THIS SECTION.

2. THE CONTRACTOR 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.

Name and Address of

OFFEROR:

Date: _____ Authorized Signature__________________________

Printed Name:___________________________Title:___________

Phone Number:__________________________ Fax Number:_____________________

Email Address:________________________________________

Federal Tax Identification Number/Social Security Number:

Is Offeror a "minority" business? Yes No If yes, please indicate the "minority" classification below:

African American Hispanic American American Indian Eskimo Asian American Aleut Other; Please Explain:

Is Offeror Woman Owned? Yes No Is Offeror a Small Business? Yes No Is Offeror a Faith-Based Organization? Yes No

I. PURPOSE

The purpose of this RFP is to solicit sealed proposals from qualified offerors to provide real-time captioning services to support CPEG Televison.

Hampton, Virginia

Hampton is an independent city located in Virginia. It is on the southern end of the Virginia Peninsula, bordering the Chesapeake Bay. The City has a total area of 136.2 square miles; 51.8 miles of that is land and 84.4 miles is water, with a total population of more than 137,000.

The City boasts a strong military and technology presence. The nation’s first air base, Langley Air Force Base, is home of the First Fighter Wing and continuing to add new missions. As Joint Base Langley-Eustis, it contributes nearly $4 billion a year to the regional economy. NASA Langley Research Center, where America’s first astronauts were trained, is a major center for aviation research. In addition, the National Institute for Aerospace, run by a consortium of universities, conducts research on both manned and unmanned systems. The most recent research center is Huntington Ingalls, which located its Unmanned Systems Center of Excellence in Hampton to focus on military and business applications for underwater drones. Virginia Tech has an expanded research center focused on seafood and aquaculture and opened an office and lab space as part of its Center for Coastal Studies.

In addition to these advanced research centers, higher education opportunities include Hampton University, a pre-eminent HBCU that offers 90 programs; the Virginia Peninsula Community College;

Old Dominion University’s Peninsula Center; and Bryant & Stratton College.

The City is also home to multiple medical facilities including Sentara Careplex Hospital, the Hampton Veteran’s Administration Medical Center, the Hampton University Proton Therapy Institute for specialized cancer treatment, centers affiliated with Riverside Regional Medical Center and the Children’s Hospital of the Kings’ Daughters, as well as military and retiree care at the Langley base.

Other major employers include Science Systems and Applications, Analytical Mechanics, Howmet, Amsec, Measurement Specialists Inc., Zel Technologies, Ferguson Enterprises, Registrar, Liberty Source, Old Point National Bank, VersAbility Resources, and Faneuil. Huntington Ingalls also has employees at another Hampton location (in addition to the Unmanned Center). Tourism is also an important economic driver.

The City is situated between two airports, each less than 15 miles from downtown: Norfolk International Airport and the smaller Newport News/Williamsburg International Airport.

Hampton is part of a dynamic metropolitan region. Besides Hampton, the region contains four other cities with populations greater than 100,000. Hampton Roads now has a population of 1.8 million and is the 37th largest metropolitan region in the nation.

The city’s public school system has been recognized nationally, and the city’s government has been recognized for its flooding resilience programs, transparency, use of technology to benefit residents, and extensive citizen engagement.

Hampton is a welcoming and diverse city – large enough to provide a wide variety of festivals, music, arts and culture – but small enough that people know their neighbors. Hampton is more than 400 years old (the oldest continually occupied city in the original 13 Colonies) and has a rich history.

Approximately half of the residents are African-American, and 37% are white, with the remainder split among multiple races and other categories. About 6% of the population is Hispanic. Additional demographic data may be accessed by the hyperlink: http://hampton.gov/90/Demographics

The School Board of HCS of Hampton is seeking proposals for Real Time Captioning Services.

II. SCOPE OF WORK

Provide real-time captioning services for school board meetings, commencement ceremonies, city council meetings and public hearings, planning commission meetings and other required meetings.

Meeting schedules are subject to change. The contractor shall provide adequate personnel to provide continuous, uninterrupted, real-time captioning through the conclusion of the meeting which may occasionally end well after 11:00 p.m. EST.

Provide a minimum of ninety-eight percent (98%) accuracy level word count per session

Provide captioners with experience in comparable real time captioning services (e.g. board meetings, public hearings). Captioner shall be a certified shorthand reporter (CSR) and a registered professional reporter (RPR)

Provide real-time captioning services for special meetings as required by the City or School Division. Hampton City Schools CPEG -TV will provide a minimum of forty-eight hours (48) notice and will guarantee at least two (2) hours of captioning time. Special Meetings may last from two (2) to six (6) hours.

Provide Hampton City Schools PEG-TV with a text file immediately following any meeting.

Provide Hampton City Schools PEG-TV with an account representative to serve as the point person to receive service complaints and to facilitate resolutions to service complaints to maintain service quality throughout the contract year.

A. SPECIAL Definitions:

Issuing Office:

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

Tammy Martin, Senior Buyer Consolidated Procurement Division Community, Municipal Services/Education 1 Franklin Street, Suite 345 Hampton, VA 23669 Phone: (757) 727-2205 Email: tmartin@hampton.gov

School Board of the City of Hampton Contract Administrator:

http://hampton.gov/90/Demographics

Wherever used in this Invitation to Bid and for purposes of any notices under this contract, HCS Contract Administrator will be:

Lisa Wassel CPEG Televison Hampton City Schools 1819 Nickerson Blvd.

Hampton VA 23663

III. INSTRUCTIONS TO THE OFFEROR

A. Contact with City/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 RFP or any subject related to this RFP is expressly prohibited except with the prior knowledge and permission of the Purchasing Agent or designated representative.

B. Questions:

Offerors must submit questions regarding the Request For Proposal in writing by email to tmartin@hampton.gov no later than 3:00 PM EST May 26, 2026. Necessary replies will be issued to all Offerors of record as addenda that shall become part of the contract documents.

Oral instructions do not form a part of the Proposal documents.

Offeror is responsible for checking the http:/www.hampton/bids-contracts web site or contacting the Issuing Office within 48 hours prior to Proposal closing to secure any addenda issued for this RFP.

C. Changes or Modifications:

Changes or modifications to this Request for Proposals made prior to the date and time of closing will be addressed by addenda from the Issuing Office. Offerors are to acknowledge receipt of addenda in the space provided on the cover page of this Request for Proposal.

Oral communications are not a part of the Proposal documents. This RFP and any addenda shall be incorporated, by reference, into any resulting contract.

D. RFP Closing:

Offeror shall ensure its Proposal is time stamped by the Issuing Office no later than the Closing Date and Time shown on the cover page of this Information for Proposal. Proposals received after the specified date and time (time stamped 1:01 P.M.or later) will not be considered and will be returned to the Offeror unopened.

E. Proposal Submittal Requirements:

1. Each Proposal submission shall be submitted to the Issuing Office and shall include the following documents:

a. The cover page of this Request for Proposal, which will contain:

1) Original signature of an agent authorized to bind the company;

2) Requested contact information;

3) Company FEI/FIN number; and,

4) Acknowledgment of any addenda on page one (1);

5) Federal Funding Sheet Attachment

b. Completed and signed anticollusion/nondiscrimination clauses on page 2;

2. Proposals must be submitted utilizing the following requirements:

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

a. Offerors shall submit proposals in a sealed envelope or package, and label the envelope or package with the Request for Proposal's item number and the name and address of the Offeror. Proposals received by telephone, telegraph, facsimile, or any other means of electronic transfer shall not be accepted.

b. Submit the original and 1 USB Drive of the proposal.

c. All proposals 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 Request for Proposal. Any proposal received after the specified date and time (1:01 PM EST or later) will not be considered and will be returned to the Offeror unopened.

d. Proposals must include all elements noted in the “Preparation of Proposals” section below.

e. Include a statement setting forth the basis for protection of proprietary information, if any, as detailed in the “Proprietary Information/Disclosure” section.

f. Proposals are to be organized in the following tabs

g. Tab 1 – Experience

Tab 2 – Services to be provided Tab 3 – Capabilities and Skills Tab 4 – Costs Tab 5 – Exceptions Tab 6 – Proposed alternatives to HCS requirements

Overall Proposal Score Exceptional (5): The submission exceeds expectations, excellent probability of success and in achieving all objectives. Very innovative.

Good (4): Very good probability of success. Achieves all objectives in reasonable fashion.

Acceptable (3): Has reasonable probability of success. Some objectives may not be met.

Poor (2): Falls short of expectations and has a low probability of success.

Unacceptable (1): Submission fails to meet requirements and the approach has no probability of success.

CRITERIA

PERCENTAGES

Experience

25%

Capability and Skills

Services to be Provided

Costs

20%

Minority/Woman Owned Service Disabled Veteran Owner

5%

F. Evaluation of Proposals:

1. After the proposal opening, HCS will select for further consideration two or more Offerors deemed to be fully qualified and best suited among those submitting proposals based on Offerors’ responses to the information requested in this RFP.

2. The following criteria will be used in the evaluation process:

Offeror's experience in providing the services requested;

Offeror's capability and skills to perform the services required;

Services to be provided by the Offeror; and Price.

3. Exceptions/Alternatives will also be considered.

4. Based on the initial evaluation, HCS may request the selected Offerors to make oral presentations. Thereafter, HCS will conduct negotiations with each of the selected short-listed Offerors. Individuals representing the Offeror during negotiations shall have the authority to negotiate and contractually bind the company to a contract.

5. After negotiations are completed, HCS will select the Offeror who, in HCS opinion, has made the best proposal and shall award the contract to that Offeror (referred to in this RFP as the Contractor). Should HCS 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.

6. HCS is not required to furnish a statement of the reason(s) why a proposal was not deemed to be the most advantageous.

G. Presentation/Demonstration:

If in HCS’s opinion, vendor presentations or demonstrations of the Offeror’s proposed system’s features and capabilities are warranted, HCS will notify the appropriate vendors.

Such presentation or demonstration will be at a HCS site at a date and time mutually agreed to between HCS and Offeror and will be at the Offeror’s expense.

Preparation of Proposals:

In presenting their proposals, Offerors are encouraged to be thorough in addressing the Specific Requirements, the Preparation Guidelines, and the Proposal Submittal Requirements as outlined in this RFP.

To facilitate HCS’s evaluation of Offeror’s proposal, Offeror is to number all pages of its proposal and provide tabs as indicated above. Offeror must fully address each of the following items and submit proposals using the following format:

1. Experience - Provide a concise description of all work experiences as they relate to the scope of work outlined herein. Said description should include, but not be limited to:

Offeror’s established experience record in providing comparable services to organizations similar to Hampton City Schools.

Number and types of customers the Offeror has served with comparable services.

Number of years Offeror has been providing these types of services.

A minimum of five (5) references for which Offeror has completed services comparable to those described in this RFP. Include references for work performed in an environment comparable to HCS’. For each reference, detail:

Name of firm;

Address of firm;

Name, title, address, e-mail address, and phone and fax number of a contact for the firm;

Number of years Offeror has served the firm; and

Brief summary of scope of services provided.

Information detailing projects of similar scope Offeror is currently engaged in, including:

Name of firm;

Address of firm;

Name, title, address, e-mail address, and phone and fax number of a contact for the firm;

Number of years Offeror has served the firm; and Brief summary of scope of services being provided.

Other available documentation to verify Offeror’s experience.

A statement detailing why the Offeror is the best candidate to provide HCS with the services requested in this RFP.

2. Capability and skill - Describe the qualifications and skills of the organization to provide the services. Said description should provide, but not be limited to, the following information:

Background information about the organization, e.g., philosophy, ownership, size, facilities and locations, etc.

Offeror’s management structure of the firm -- e.g. organization chart of the firm, project team, etc.

Size and location of the office that will serve HCS;

Offeror’s qualifications to perform the services, including all resources available to Offeror for the performance of the contract.

Qualifications and resumes of the design team and other employees who will be managing and performing the services under this contract. Projects of individual team members may be submitted.

Name, title, address, e-mail address, phone and fax numbers, and work hours of the Offeror’s Contract Representative for the following functions:

Contact for prompt contract administration upon award of the contract;

Contact during the period of evaluation;

Authorized agent to accept any notices provided for in this contract.

Indicate the type of organization you represent, i.e. individual, partnership or corporation.

If the Offeror is a corporation, list the names of the President, Vice-President, Secretary, Treasurer and all principals. If the Offeror is a partnership, include the names of all principals or partners.

A detailed history of all mergers or acquisitions.

A copy of the certificate verifying the firm is registered to do business in the Commonwealth of Virginia.

A detailed list of contractor licenses held, including license class and number.

Offeror’s current financial condition. Provide supporting documentation and audited annual reports for the past three (3) years. If company is privately held, supply sufficient information to document the company’s financial status and capability to perform under this contract. Include any financial ratings held by the firm.

If Offeror intends to subcontract any part of the work under this contract, indicate services to be subcontracted and subcontractor(s) to provide said services.

3. Services to be Provided - Provide a detailed description of the services to be provided under this contract. Said description is to address, at a minimum:

An introduction - An overview of Offeror’s understanding of the scope of work and services to be provided.

Best practice approaches to providing services to HCS that enhance efficiency and effectiveness. Innovative solutions will be considered by HCS.

EACH of the Specific Requirements set forth under the Scope of Work specified in this

RFP.

A detail of any assistance, equipment, or other items the Offeror will require HCS to furnish under this contract.

A statement explaining why the Offeror’s proposed solution would be the most advantageous to HCS.

Describe the one attribute that places the Offeror ahead of the competition.

4. Price

Complete and submit with the proposal the attached Pricing Sheet (Attachment A).

Offeror is to provide as an attachment to Appendix A any additional pricing information or alternative pricing structures offered.

Offeror’s prices will be subject to negotiations.

After negotiations and award of this contract, Contractor’s pricing for the services provided under this contract shall be a firm fixed-price during the term of the contract and any extensions.

5. Exceptions/Alternatives - Detail any exceptions taken to the Scope of Work and Terms and Conditions sections of this RFP. For each exception, specify the RFP page number, section number, and the exception taken. Offeror must not incorporate its standard contract document into its proposal, by reference or in full text, without listing each exception it represents to the terms and conditions of this RFP, as described in the Exceptions/Alternatives section of this RFP.

6. Minority / Woman Owned Programs -see attachement

H. Cost of Responding:

This solicitation does not commit HCS to pay any costs incurred by the Offeror or any other party in the preparation and/or submission of proposals or in making necessary studies or designs for the preparation thereof, nor is HCS obligated to procure or contract for such services.

II. GENERAL TERMS AND CONDITIONS

A. Contract Document:

This RFP, its addenda, Contractor’s proposal, any additional information requested, and negotiated changes and 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. This contract shall be governed by the contract documents in the following order of precedence:

This RFP document;

Any negotiated changes to the foregoing documents; and Offeror’s proposal

B. Proposal Binding For One-hundred Twenty (120) Days:

Offeror agrees that its Proposal shall be binding and may not be withdrawn for a period of one-hundred (120) calendar days after the scheduled closing date of this Request For Proposals.

C. Proprietary Information/Non-Disclosure:

Offeror 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 Offeror.

Specifically, if Offeror seeks to protect any proprietary data or materials, pursuant to Section 2.2-4342, Offeror shall:

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

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

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

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

5. HCS reserves the right to submit such information to HCS attorney for concurrence of the

Offeror’s claim that it is in fact proprietary.

6. 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.

7. Trade secrets or proprietary information submitted by an Offeror in conjunction with this RFP is not subject to public disclosure under the Virginia Freedom of Information Act

(VFOIA).

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

9. An all-inclusive statement that the entire Proposal is proprietary is unacceptable. A statement that Offeror’s costs and/or Proposal pricing are to be protected is unacceptable.

Offeror will be requested to remove any such statement(s) in order to be eligible for further consideration.

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. Offeror Obligation:

Offeror shall carefully examine the contents of this Request for Proposals and any subsequent addenda. Failure to do so shall not relieve the Contractor of its obligation to fulfill the requirements of any contract awarded as a result of this RFP.

F. Conditions of Work:

Offeror shall inform itself fully of the conditions relating to services required herein. Failure to do so will not relieve a Contractor 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, Contractor supplies goods or services by or through another party or subcontractor, Contractor agrees that:

1. Contractor 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.

2. Contractor represents and warrants that Contractor 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

HCS is not liable to such third parties or subcontractors for any work performed under this contract.

3. 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.

4. Contractor shall be solely responsible for all work performed and materials provided by subcontractors.

5. Contractor shall be responsible for the liability of subcontractors for the types and limits required of the Contractor under this contract.

6. To obtain payment for work performed under this Agreement, if the Contractor is an individual, the individual Contractor shall provide his social security number. If the Contractor is a proprietorship, partnership, or corporation, the Contractor shall provide its federal employer identification number.

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 HCS; or, shall notify the HCS 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.

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 HSC. 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:

Contractor 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. Anticollusion/Nondiscrimination Requirements Form:

The attached “Anticollusion/Nondiscrimination Requirements” form, on page 2 of this RFP, shall be executed by Offeror and is to be submitted with Offeror’s Proposal. The requirements set forth on said form shall be considered to be binding terms and conditions in any contract resulting from this RFP. A contract will not be awarded to an Offeror who has not signed the anticollusion/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) HCSbusiness 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 HCS Contract Administrator as designated in this RFP.

To Contractor: Contractor’s Contract Administrator as defined in Contractor’s Proposal.

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.

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 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, addressed to the Contractor’s Contract Administrator. 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. In the event 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, HCS 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, HCS 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 HCS 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’s 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.

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 this contract. Contractor represents that it possesses all necessary licenses and permits required to conduct its business and/or will acquire any additional licenses and permits necessary for performance of this contract prior to the initiation of work. If the Contractor is a corporation, Contractor further expressly represents that it is a corporation of good standing in the Commonwealth of Virginia and will remain in good standing throughout the term of the contract and any extensions. 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 City 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 City 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 herein that HCS shall be bound hereunder only to the extent that the funds shall have been appropriated. In the event no funds or insufficient funds are appropriated, HCS shall immediately notify the Contractor of such occurrence and this Contract shall terminate on the last day funds are available without penalty or expense to HCS of any kind whatsoever.

X. Tax Exemption:

HCS 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 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 City purchase order awarding this contract or any subsequent change orders issued by the Consolidated Purchasing Division. All shipping costs are the Contractor’s responsibility, except to the extent such charges are identified in the executed City 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 RFP number and HCS Purchase Order Number.

Z. Contractual Disputes:

Any dispute concerning a question of fact as a result of a contract with HCS which is not disposed of by agreement shall be decided by HCS 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 HCS 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 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 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 will be considered in the evaluation of Proposals. All other payment terms shall be net thirty (30) calendar days or greater. Payment terms not specified by Offeror shall be Net 45 days.

Special Educational or Promotional Discounts Contractor shall extend any special educational or promotional sale prices or discounts immediately to HCS during the term of the contract. Such notice shall also advise the duration of the specific sale or discount price.

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. 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 RFP 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 a fully qualified Offeror submitting the best proposal based on the criteria set forth herein and as determined by HCS in its sole discretion. At HCS’s sole discretion, HCS may reject any or all proposals 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.

FF. Disposition of Proposals:

All materials submitted in response to this RFP will become the property of HCS. One (1) copy of each proposal 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 RFP.

GG. Non-Exclusivity:

HCS reserves the right to procure goods or services covered under this contract from a third party when, in HCS’s sole discretion; it is deemed to be in HCS’s best interest.

III. SPECIAL TERMS AND CONDITIONS

A. Contract Term:

This 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 RFP.

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…