RFP 27036-JS Page 2

In compliance with this Request for Proposals, and subject to all the conditions thereof, the offeror, if the offer is accepted within one hundred and twenty (120) calendar days from the date of the receipt of proposals, agrees to furnish any or all of the items and/or services at the prices set, to be delivered at the time and place specified herein, based on Task Orders negotiated with the offeror and issued by the City. The signature on the previous page certifies the offeror has read, understands, and agrees to all terms, conditions, and requirements of this bid, and is authorized to contract on behalf of firm on the previous page.

SOLICITATION DOCUMENTS

Additional Request for Proposal documents are available on the Purchasing website:

http://apps.suffolkva.us/bids/ or on the Commonwealth’s bid board (eVA), or at Demandstar.com. An e-mail request for the complete RFP form may be sent to the Contract Officer listed on the front page.

Proposals may be sent to proposals@suffolkva.us. In lieu of email, electronic copies (CD or thumb drive) may be delivered to the Purchasing Office, 442 W. Washington Street, Room 1086, Suffolk, Virginia, 23434 prior to the closure date shown, if desired. Documents should be saved as a .pdf document and should conserve disk space to allow transfers of data. Do not send Zip files. Zip files cannot be accepted.

Questions concerning this project must be in writing (email is preferred) and addressed to the Contract Officer listed on the front page of this solicitation, and, should be received no later than five (5) business days preceding the date that the proposals are to be received. E-mail is the preferred method and will get a timelier response.

Proposals can also be submitted via eVA.

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

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

POSSIBLE.

http://apps.suffolkva.us/bids/ mailto:proposals@suffolkva.us

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REQUEST FOR PROPOSAL

Legislative Services

SECTION/TITLE

1.0 PURPOSE

2.0 BACKGROUND

3.0 COMPETITION INTENDED

4.0 TERM OF CONTRACT

5.0 SCOPE OF SERVICES

6.0 INSTRUCTIONS FOR SUBMITTING PROPOSALS

7.0 SPECIFIC PROPOSAL REQUIREMENTS

8.0 EVALUATION AND AWARD CRITERIA

9.0 ADDITIONAL INSTRUCTIONS FOR RFP

10.0 CONTRACT TERMS AND CONDITIONS

SIGNATURE SHEET

PROPRIETARY/CONFIDENTIAL INFORMATION IDENTIFICATION

EXCEPTIONS TO RFP

ANTICOLLUSION

PROOF OF AUTHORITY TO TRANSACT BUSINESS IN VIRGINIA

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1.0 PURPOSE

The City of Suffolk is seeking proposals from qualified firms to provide legislative services for the City of Suffolk. The Offeror will provide strategic assistance and represent the City in the Virginia General assembly and executive agencies.

2.0 BACKGROUND

The City of Suffolk is a thriving city with a population of over 90,000. It is one of the fastest growing cities in Virginia. It has a City Council – City Manager form of government.

3.0 COMPETITION INTENDED

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

4.0 TERM OF CONTRACT

The contract shall cover the period beginning upon receipt of signed Contract and continuing through September 30, 2027. This contract may be renewed based on the terms and conditions herein at the expiration of its term at the sole option of the City for four (4) additional one year periods through September 30, 2031. The contract will renew automatically during these periods. The City retains the right to not renew the Contract at the expiration of any annual anniversary date by furnishing the other party with a thirty (30) day written notice.

Initial rates must be guaranteed for a minimum of twelve (12) months. Any increase in rates for subsequent terms must be submitted in writing no less than sixty (60) days prior to contract renewal. The City reserves the sole right to approve any increase in rates. The City does not guarantee approval of any increase in rates.

5.0 SCOPE OF SERVICES

A. At the direction of the City Manager, or the Deputy City Managers, the successful Offeror will meet with City-elected officials, staff and other groups and individuals to acquire a full understanding of the City’s General Assembly legislative agenda, including transportation needs and the status of other critical issues and projects.

B. Develop a written statement of proposed objectives for the House and Senate during the contract period in collaboration with and subject to approval by the City Manager or Deputy City Managers. The objectives shall be based on the City’s General Assembly legislative agenda and principals.

C. Provide strategic and other upfront assistance with developing the Legislative Agenda, drafting legislative positions, talking points, testimony, legislative proposals, state funding requests based on emerging state policy trends. Provide periodic status updates on funding requests, analysis of reasons for success or failure of particular requests and suggestions on improvements for the future.

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D. Advocate the City’s adopted legislative agenda and priority programs, budget amendments, appropriations, regulatory actions, and policy initiatives, in Richmond, Virginia, before members and committees of the Virginia General Assembly, The Governor’s Office, state and executive agencies, legislative staff, and other relevant state officials.

E. Speak for and represent the City in legislative matters only in conformance with the City’s policies or upon the express direction of the City Manager or Deputy City Managers in conformance with policies of the City Council.

F. Provide identification of Federal and State grant opportunities, assistance with grant requests (size and scope of appropriate projects), and assistance with garnering support of grant applications.

G. On an ongoing basis, identify new bills related to the City’s legislative agenda and policies and provide regular periodic updates of bills identified by the City. Advise the City Manager, Deputy City Managers, and Intergovernmental Affairs Manager of the status of applicable legislation or policy affecting the City’s transportation agenda or other agendas as appropriate.

H. Monitor other transportation legislation and budgets that relate to the City’s transportation program, and any other legislation that may impact the City and report to the City Manager, Deputy City Managers, and Intergovernmental Affairs Manager quickly as developments occur.

I. At the direction of the City Manager, Deputy City Managers, and Intergovernmental

Affairs Manager, periodically meet with City Council, Management Staff, and other parties to identify areas of opportunity and concern associated with the City’s legislative agenda.

J. Maintain a working liaison with federal/general assembly lobbyists employed by the Commonwealth of Virginia, appropriate associates; such as the National League of Cities, etc. Ensure city representation or presence at common interest group entities (e.g., Virginia Municipal League), special issue meetings (high growth community issues such as impact fees, transportation needs, etc.), as well as before regional governing policy groups (Hampton Roads Planning District Commission, Hampton Roads Partnership, Hampton Roads Military and Federal Facilities Alliance, etc.)

K. Schedule and advise the City Manager, Deputy City Managers, and Intergovernmental Affairs Manager regarding the timing and selection of the most appropriate forums of contact by City officials with members of General Assembly, committees, and administration officials. The City Council will designate specific Council Member(s) to attend and participate in General Assembly and administrative advocacy meetings.

L. During General Assembly Session, on a weekly basis, provide synthesized information on hearings/markups/floor activity for the week ahead. Also provide updates on priority issues on a weekly basis and report as needed on time-sensitive issues.

M. Provide the City a monthly report of all pertinent activities. The offeror shall report monthly hours spent representing City of Suffolk. The report shall identify: (1) General

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Assembly committee and subcommittee meetings monitored; (2) the names of legislators, and legislative and Executive Branch staff contacted and lobbied, as well as names of offeror’s staff making the contacts; (3) other meetings attended on behalf of the City; (4) reports, issue papers, and testimony presented.

N. Meet with City Manager or Intergovernmental Affairs Manager monthly off session to discuss recent activities, upcoming events and coordinate the various aspects of the City’s legislative program.

O. Provide the City Manager and the Deputy City Managers a concise

(approximately 2-3 pages), monthly senior executive report which identifies and reports on items of specific relevance to the City. Include a brief description of legislative activities and the opportunities and obstacles affecting the City’s initiatives.

Also include a year-to-date progress report on the statement of objectives developed at the start of the contract period. The report can include a description of meetings, actions being discussed, fiscal and programmatic impacts to the City and any proposed legislative changes.

P. Provide a detailed report by June 30th, 2021. The report should include (1) an analysis of successes and failures; (2) a progress report on the objectives for the year

(3) recommendations for goals, objectives, strategies, and suggestions for improvements for the next year; and (4) an annual update to the list of clients, current and during the preceding three years for whom the offeror serves or has served as a Federal or State lobbyist and an annual update to the list of issues covered for these clients.

Q. The City recognizes that Offerors may represent multiple clients. Such representation must not impair the Offeror’s ability to provide independent and effective representation of the City. Offerors shall disclose all current clients whose legislative, regulatory, funding, or policy interests may conflict with, compete with, or otherwise affect the City’s interests, including:

Other Virginia local governments;

• Private entities, associations, authorities, utilities, developers, or governmental entities;

• Clients with positions that may differ from the City’s; and

• Relationships that could limit the Offeror’s ability to advocate for the City.

During the contract term, the successful Offeror shall promptly disclose any new or changed client relationship that may create an actual, potential, or perceived conflict. The successful Offeror shall not represent another client on a matter directly adverse to the City or otherwise materially impair its representation of the City without prior written disclosure to and approval by the City. Failure to disclose a conflict may result in rejection of a proposal, contract termination, or other available remedies.

R. Be in full compliance with Code of Virginia, Registration of Lobbyists, Article 3, §2.2-418 to §2.2-435.

S. Generally provide such other assistance, advice, consultation as appropriate and requested.

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6.0 INSTRUCTIONS FOR SUBMITTING PROPOSALS

A. Submission of Proposals

An electronic document shall be submitted by e-mail attachment to proposals@suffolkva.us with the RFP number and title in the subject line. In lieu of emailing proposals, an electronic copy (CD or thumb drive) may be delivered to the Purchasing Office, 442 West Washington Street, Room 1086, Suffolk, Virginia prior to the closure date shown, if desired. Documents should be saved as a .pdf document and should conserve disk space to allow transfers of data. ZIP files cannot be accepted; they do not work in the City’s system. To receive confirmation of receipt of proposal, send request to the contracting officer at jsmigielski@suffolkva.us Do NOT send proposal directly to contracting officer.

Offerors so selected will be allowed to make a formal presentation of their qualifications and job approach, and may be selected for final negotiations of contract. Therefore, care should be given to address the issues relating to the criteria to follow.

Read the entire solicitation before submitting a proposal. Failure to read any part of this RFP shall not relieve any offeror from his or her contractual obligations.

B. Questions and Inquiries

Questions and inquiries pertaining to the Request for Proposals will be accepted from any and all firms via e-mail or fax. Inquires must provide RFP number and title. Material questions will be answered by Addendum and will be posted on the City’s website:

https://www.suffolkva.us/Bids.aspx?CatID=17 provided that all questions are received five (5) business days prior to opening date.

Jay Smigielski, Purchasing Agent, is the designated authorized spokesperson for the City of Suffolk with respect to this RFP. All questions and/or comments should be directed to his attention. The respondents to this RFP shall not contact, either directly or indirectly, any other employee or agent of the City regarding this RFP. This prohibition shall also extend to the Suffolk City Council and other elected City officials.

Any such unauthorized contact may disqualify the Offeror from the procurement.

C. Addendum and Supplement to Request

If it becomes necessary to revise any part of this request or if additional data are necessary to enable an exact interpretation of provisions of this request, an addendum will be issued. It is the responsibility of the Offeror to ensure that he has received all addendums prior to submitting a proposal. All addenda can be downloaded from https://www.suffolkva.us/Bids.aspx?CatID=17

D. Firm Pricing for City Acceptance

Offers made during negotiation must be honored for City acceptance for 120 days from the date of offer.

mailto:jsmigielski@suffolkva.us

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E. Proprietary Information

Trade secrets or proprietary information submitted by an Offeror in connection with this solicitation shall not be subject to disclosure under the Virginia Freedom of Information Act; however, the Offeror must invoke the protections of this section prior to or upon submission of the data or other materials, and must clearly identify the data or other materials to be protected and state the reasons why protection is necessary. Offerors shall not mark sections of their proposal as proprietary if they are to be part of the award of the contract and are of a "Material" nature. Any propriety information must be listed on the attached “Proprietary/confidential Information Identification” form and submitted with the proposal. An all-inclusive statement that the entire proposal is proprietary will result in rejection of the proposal.

F. Authority to Bind Firm in Contract

Proposals must give full firm name and address of Offeror. Failure to sign proposal may disqualify it. Person signing proposal should show title or authority to bind his firm in a contract.

G. Preparation and Submission of Proposals

1. All proposals shall be signed by the individual or authorized principals of the firm.

2. All attachments to the Request for Proposal requiring executing by the firm are to be returned with the proposals.

3. Proposals are to be submitted electronically; title shall indicate the RFP number, time and date of public acceptance, and the title of the proposal.

4. It is the Offeror’s responsibility that the proposals are received by the

Purchasing Division BEFORE the hour specified on the opening date. Requests for extensions of this time and date will not be granted. Proposals or unsolicited amendments to proposals received by the City after the acceptance date will not be considered.

H. Miscellaneous Requirements

1. The City will not be responsible for any expenses incurred by a offeror in preparing and submitting a proposal. All proposals shall provide a straightforward, concise delineation of the offeror's capabilities to satisfy the requirements of this request. Emphasis should be on completeness and clarity of content.

2. Offerors who submit a proposal in response to this RFP may be required to make an oral presentation of their proposal. The Purchasing Division will schedule the time and location for this presentation.

3. The contents of the proposal submitted by the successful Offeror and this RFP will become part of any contract awarded as a result of the Scope of Services

RFP 27036-JS Page 9 contained herein. The successful offerer will be expected to sign a contract with the City.

4. The City reserves the right to reject any and all proposals received by reason of this request, or to negotiate separately in any manner necessary to serve the best interests of the City.

7.0 SPECIFIC PROPOSAL REQUIREMENTS

Proposals should be as thorough and detailed as necessary to allow the City of Suffolk to properly evaluate the offeror’s capabilities to provide the required services. Offerors are required to submit the following items in the format provided as a complete proposal.

The City reserves the right to request clarification of information submitted and to request additional information if deemed necessary.

A. Cover Letter

The Offeror will complete and submit the Signature Sheet (included in the proposal) and submit it with a brief cover letter. The cover letter should summarize key elements of the proposal. An individual authorized to bind offeror must sign the letter and Signature Sheet as well. Indicate the address and telephone number of the Offeror’s office.

B. Background and Project Summary Section

This section should describe your understanding of the City, the work to be performed, and the objectives to be accomplished. Refer to the “Scope of Services” Section of this

RFP.

C. Methodology Section

Provide a detailed description of the approach and methodology to be used to accomplish the “Scope of Services” of this RFP. The Methodology Section should include the following:

1. An implementation plan that describes in detail (a) the methods, including controls by which your firm manages projects of the type sought by this RFP;

and (b) any other management or implementation strategies or techniques that the respondent intends to employ in carrying out the work.

2. Detailed description of efforts your firm will undertake to achieve client satisfaction and to satisfy the requirements of the “Scope of Services” Section.

3. Detailed description of specific tasks you will require from City staff. Explain what the respective roles of City staff and your staff would be to complete the tasks specified herein.

D. Staffing Section

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Provide a list of principal individuals who will likely be working on this contract and indicate the level/title of each member, and the function that each will perform. Include a brief resume for each designated individual, to include licenses, certifications, and other qualifications.

E. Qualifications

The information requested in this section should describe the qualifications of the offeror, key staff, and subcontractors performing projects within the past five (5) years that are similar in size and scope to that requested in the RFP. Information shall include the following:

1. A summary of the offeror’s demonstrated capability, including length of time that the offeror has provided the services being requested herein.

2. Provide at least three (3) references that received similar services from your organization. Public agency references preferred. The City reserves the right to contact any the organizations or individuals listed. Information shall include:

• Client name

• Start and end dates

• Client manager name, email and telephone number

F. Fee Proposal

Provide a fee schedule to provide the services offered.

G. A list of clients, current and during the preceding three years for whom the offeror serves or has served as a Federal or State lobbyist and an list of issues covered for these clients.

H. Format

Proposal should be submitted in the following format:

• Cover Letter (A)

• Proposal sequenced in accordance with Paragraphs B-G above

• Forms as follows: (All forms must be signed.)

o Signature Sheet (Page 24) o Propriety/Confidential Information Identification (Page 25) o Exceptions to RFP (Page 26) o Anti-collision/Nondiscrimination/Drug Free Workplace Clauses (Pg. 27) o Proof of Authority to Transact Business in Virginia (Page 28)

8.0 EVALUATION AND AWARD CRITERIA

The City’s Evaluation Committee shall review each proposal and verify the claims and credentials of each Offeror. Selection will be made for each proposal on the basis of the criteria listed below. Each criteria will be evaluated based upon the strengths and weaknesses of the submittal or subsequent information gained in the process.

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Understanding and approach of offeror to meeting the tasks and requirements (25%) Qualifications, credentials, and related experience of the Offeror’s key personnel (25%) Adequacy and availability of support resources (25%) Fee schedule (25%)

Once each member of the Evaluation Committee has read and rated each proposal by use of the criteria, a consensus of the Committee shall be used established ranking the proposals.

This ranking shall be used to select the firms for further consideration—the short-list. At this point, the Evaluation Committee may conduct interviews with two or more of the top ranked firms.

Should the City determine, in its sole discretion, that only one Offeror is qualified, or that one Offeror is clearly more highly qualified than the other under consideration, a contract may be negotiated and awarded to that Offeror. The file will show the Committee’s perception of the strengths and weaknesses of each proposal received as basis for selection.

The successful firm will be expected to enter into a contract with the City of Suffolk based upon their submittal and any additional negotiated terms. The successful firm shall execute and return the contract documents to the City within ten (10) business days of receipt.

9.0 ADDITIONAL INSTRUCTIONS FOR RFP

1. Use of Form: All proposals should be submitted in electronic (.pdf) format in accordance with this form. The offeror may attach/scan other information as required to the electronic document that will be made a part of the proposal. Electronic submittals on CD, DVD, flash drives, or other electronic media will be accepted if delivered prior to the closing time. The preferred method is by an attachment to an email addressed to: proposals@suffolkva.us. ZIP files cannot be accepted.

2. Submittals: Except as noted above, all proposals shall be sent as an attachment to email to: proposals@suffolkva.us. The subject line must show the proposal number and title.

3. Late Proposals: Proposals, if received by the City’s Purchasing Division (“Purchasing”) after the date and time specified, will not be considered. It will be the responsibility of the offeror to see that their proposal is received by Purchasing as specified. There will be no exceptions. Electronic proposals show the date and time sent. This must be prior to the closing date published on the front cover.

4. City Hall Closure: Should the City’s electronic networks connectivity prevent receipt of proposals at the time of the scheduled proposal closing, the proposals will be accepted and opened on the next business day of the City, at the original scheduled hour, or as soon as connectivity is restored during normal business hours.

5. Competition Intended: It is the City’s intent that this RFP permits competition. It shall be the offeror’s responsibility to advise the Contract Officer in writing if any language requirement, specification, terms, conditions, or any combination thereof, inadvertently restricts or limits the requirements stated in this RFP to a single source. Such notification must be received by the Contract Officer prior to the date set for proposals

RFP 27036-JS Page 12 to close.

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

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

8. Offeror’s Qualifications: Only proposals from established offerors for work similar in scope to work herein shall be considered; the City reserves the right to request specific reference information prior to award. Offeror shall demonstrate that they have adequate and appropriate manpower, tools and equipment to respond and perform in accordance with the provisions herein.

The City may, at its option, disqualify an offeror and reject its proposal for cause.

Reasons deemed to be sufficient for this action shall include, but not be limited to, the following:

Evidence of collusion among offerors.

Receipt of more than one proposal on any project from an individual, or from a corporation. This restriction does not apply to sub-consultants Default on any previous contract.

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

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

Offeror does not meet project-specific requirements, as identified in the solicitation.

9. Pricing to be F.O.B. Destination – Freight Allowed: Pricing shall be F.O.B.

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

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

11. Silence of Specifications: The apparent silence of these specifications and any supplemental specifications as to any detail or the omission from the specifications of a detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and correct type, size and design are to be used. All interpretations of these specifications shall be made on the basis of this statement.

12. Capacity of Offeror: All proposals must be signed by a responsible officer or employee having the authority to bind the firm in contract. The offeror agrees that its

RFP 27036-JS Page 13 contract performance shall be in strict conformance with the contract documents.

13. Rights to Damages: By signing its proposal, the offeror assigns to the City any and all rights that it may have under the antitrust laws of the United States and the Commonwealth of Virginia in any way arising from or pertaining to this proposal. This provision is remedial in nature and is to be liberally construed by any court in favor of

14. Anti-collusion: The offeror certifies by signing its proposal that the proposal is made without prior understanding, agreement, or accord with any other person or firm submitting a proposal for the same goods and/or services and the this proposal is in all respects bona fide, fair, and not the result of any act of fraud or collusion with another person or firm engaged in the same line of business or commerce. Any false statement hereunder may constitute a felony and can result in a fine and imprisonment, as well as civil damages. Should sub-consultants have interest in multiple submittals, this clause does not apply except when an act of collusion or fraud has occurred.

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

All questions shall be in writing to the Contract Officer shown on the title page of the proposal. The respondents to this RFP shall not contact, either directly or indirectly, any other employee or agent of the City regarding this RFP. This prohibition shall also extend to the Suffolk City Council and locally elected officials. Any such unauthorized contact may disqualify the offeror from this procurement.

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

17. Ethics in Procurement: Offeror must provide written disclosure with their proposal if one of its officers, directors, trustees, partners, employees, or lenders is an employee or officer of the City of Suffolk or an immediate family member of the employee or officer (as defined by Section 2.2-4368 of the Virginia Procurement Act) who is involved personally or substantially participates in procurement transactions or owns or controls an interest of more than three percent (3%) of the company or receives more than $5,000 annually from the Offeror.

18. Addenda: If issued, addenda to this solicitation will be posted on the Purchasing website: https://www.suffolkva.us/Bids.aspx?CatID=17 It is the offeror’s responsibility to check the website or contact the Purchasing Division prior to the submittal deadline to ensure that the Offeror has a complete, up-to-date package. Acknowledgement of all issued Addenda shall be indicated in the proposal.

19. Withdrawal of Proposals: Proposals may be withdrawn (cancelled) any time prior to the closing time and date. Withdrawal of proposals may be accomplished by submitting such request in writing on the issuing company's letterhead either by email, in person, or by certified mail.

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20. Award: Award will be made to the offeror considered by the City’s sole determination after following the procedure outlined herein. The process used for this solicitation shall be Competitive Negotiations as outlined in the Virginia Public Procurement Act.

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

22. Offer/Acceptance: Each proposal is received with the understanding that the acceptance in writing by the City of the offer to furnish any or all of the goods and/or services described therein, shall constitute a contract between the Offeror and the City, which shall bind the offeror to furnish and deliver the goods and/or services quoted at the prices stated and in accordance with the conditions of the accepted proposal; and the City on its part to order from such offeror, except for causes beyond reasonable control; and pay for, at the agreed prices, all goods and/or services specified and delivered.

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

24. Appeals Procedure: Upon offeror’s request, administrative appeals information will be provided that shall be used for hearing protests of a decision to award, or an award, appeals from refusal to allow withdrawal of proposals, appeals from disqualification, appeals for debarment or suspension, or determination of non-responsibility and appeals from decisions or disputes arising during the performance of a contract. To be timely all appeals shall be made within the time periods set forth by the Virginia Public Procurement Act, §2.2-4357, et seq. Contact the Contract Officer at once for assistance.

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

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

RFP 27036-JS Page 15

10.0 CONTRACT TERMS AND CONDITIONS

1. Conflict: In the event of a conflict between the contract documents, including these Contract Terms and Conditions, the final executed contract documents shall control.

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

3. Anti-Discrimination: The Consultant certifies to the City that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians with Disabilities Act, the Americans with Disabilities Act and §2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, sexual orientation, gender identity, or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia 2.2.4343.1E).

The following provisions apply to all contracts over $10,000:

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

a. The Consultant will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, service disabled veterans 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 Consultant. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

b. The Consultant, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, will state that such Consultant 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 Consultant will include the provisions of the foregoing paragraphs a, b, and c above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

RFP 27036-JS Page 16

4. Assignment of Contract: A contract shall not be assignable by the Consultant in whole or in part without the written consent of the City.

5. Availability of Funds: A contract shall be deemed in force only to the extent of appropriations available to each department for the purchase of such goods and/or services. The City’s extended obligations on those contracts that envision extended funding through successive fiscal periods shall be contingent upon actual appropriations for the following years.

6. Changes and Additions: It shall be the responsibility of the Consultant to notify the City, in writing, of any necessary modifications or additions in the Scope of the contract.

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

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

7. Conflicts of Interests: The Consultant shall not accept or receive commissions or other payments from third parties for soliciting, negotiating, procuring, or effecting insurance on behalf of the City. The City may not procure supplies, equipment, materials or other goods from a Consultant on the same project.

8. Consultant’s Failure to Perform: Failure of the Consultant to perform the contract by reason of the City’s non-acceptance of additional conditions submitted after the award shall result in termination of the contract by the City, and may result in debarment of the Consultant for a period of up to three (3) years. Termination and /or debarment of the Consultant shall not constitute a waiver by the City of any other rights or remedies available to the City by law or contract.

9. Contractual Disputes: The Consultant shall give written notice to the Purchasing

Agent of his intent to file a claim for money or other relief at the time of the occurrence or the beginning of the work upon which the claim is to be based.

The written claim shall be submitted to the Purchasing Agent no later than sixty (60) days after final payment. If the claim is not disposed of by agreement, the Purchasing Agent shall reduce his decision to writing and mail or otherwise forward a copy thereof to the Consultant within thirty (30) days of receipt of the claim.

The Purchasing Agent's decision shall be final unless the Consultant appeals within thirty (30) days by submitting a written letter of appeal to the City Manager, or his designee. The City Manager shall render a decision within sixty (60) days of receipt of the appeal.

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

11. Default: In event of default by Consultant, the City reserves the right to procure the goods and/or services from other sources, and hold Consultant liable for any excess cost occasioned thereby. Such actions taken by the City shall not release the Consultant from additional remedies that may be allowed by law.

12. Drug-Free Workplace: During the performance of this contract, the Consultant agrees to (1) provide a drug-free workplace for the Consultant's employees; (2) post in conspicuous place, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Consultant's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (3) state in all solicitation or advertisement for employees placed by or on behalf of the Consultant that the Consultant maintains a drug-free workplace; and (4) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each sub-consultant or vendor.

For the purposes of this section, "drug-free workplace" means a site for the performance of work done in connection with a specific contract awarded to a Consultant, 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.

13. Entire Agreement: This contract and any additional or supplementary documents incorporated herein by reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. The contract shall not be modified, altered, changed or amended unless in writing and signed by the parties hereto.

14. Exemption from Taxes: The City is exempt from state sales tax and federal excise tax. A tax exemption certificate indicating the City’s tax exempt status will be furnished by the City upon request.

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

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

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

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

18. Independent Contractor: The Consultant and any employees, agents, or other persons or entities acting on behalf of the Consultant shall act in an independent capacity and not as officers, employees, or agents of the City.

19. Insurance: Consultant shall procure, maintain, and provide proof of insurance coverage for injuries to persons and property damage as may arise from or in conjunction with the work performed on behalf of the City by the Consultant, his agents, representatives, employees or subcontractors. Proof of coverage as contained herein shall consist of all policies, endorsements, declaration pages, and certificates of insurance and shall be submitted fifteen (15) days prior to the commencement of work, and such coverage shall be maintained by the Consultant for the duration of the contract period; for occurrence policies. Claims made policies must extend reporting period for two (2) years after expiration date.

a. General Liability

Coverage shall be as broad as: Comprehensive General Liability endorsed to include Broad Form, Commercial General Liability Form including Products/Completed Operations.

Minimum Limits

$2,000,000 General Aggregate Limit $2,000,000 Products & Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence Limit $ 50,000 Fire Damage Limit $ 5,000 Medical Expense Limit

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b. Automobile Liability

Coverage sufficient to cover all vehicles owned, used, or hired by the Consultant, his agents, representatives, employees or subcontractors.

Minimum Limits

$1,000,000 Combined Single Limit $ 5,000 Medical Expense Limit

c. Workers' Compensation

Limits as required by the Workers' Compensation Act of Virginia. Employers Liability, $100,000/$500,000/$100,000

d. Umbrella/Excess Liability

$2,000,000 umbrella/excess liability coverage

e. Coverage Provisions

1. All deductibles or self-insured retention shall appear on the certificate(s).

2. The City of Suffolk, its officers, officials, employees, agents and volunteers shall be added as "additional insured" as their interests may appear. This provision does not apply to Professional Liability or Workers' Compensation/Employers' Liability.

3. The Consultant's insurance shall be primary over any applicable insurance or self-insurance maintained by the City.

4. Shall provide 30 days’ written notice to the City before any cancellation, suspension, or void of coverage in whole or part, where such provision is reasonable.

5. All coverage for subcontractors of the Consultant shall be subject to all of the requirements stated herein.

6. Failure to comply with any reporting provisions of the policy(s) shall not affect coverage provided the City, its officers/officials, agents, employees and volunteers.

7. The insurer shall agree to waive all rights of subrogation against the City, its' officers/officials, agents, employees or volunteers for any act, omission or condition of premises which the parties may be held liable by reason of negligence.

8. The Consultant shall furnish the City certificates of insurance including endorsements affecting coverage. The certificates are to be signed by a person authorized by the insurance company(s) to bind coverage on its behalf, if executed by a broker, notarized copy of authorization to bind, or certify coverage must be attached.

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9. All insurance shall be placed with insurers maintaining an A.M. Best rating of no less than an A:VII. If A.M. Best rating is less than A:VII, approval must be received from City's Risk Officer.

All coverage designated herein shall be as broad as the Insurance Services Office (ISO) forms filed for use with the Commonwealth of Virginia.

20. Invoicing/Payment and Interest: Prior to payment the Consultant shall provide their federal employer identification number. Payment to the Consultant shall be made not more than forty-five (45) days after goods or services are received; or not more the forty-five (45) days after the invoice is rendered, whichever is later.

Unless otherwise provided under the terms of this contract, interest for late payment shall not exceed one percent (1%) per month.

The Consultant shall submit invoices on a frequency to be determined, as agreed upon by the City, for each payment requested. Such statement shall also include a detailed breakdown of all charges.

All such invoices will be paid promptly unless any items thereon are questioned, in which event payment will be withheld pending verification of the amount claimed and the validity of the claim. The Consultant shall provide complete cooperation during any such investigation.

21. Laws, Regulations: Consultant shall keep fully informed of all federal, state, and local laws, ordinances and regulations that in any manner affect the conduct of the work.

Consultant shall at all times observe and comply with all such laws, ordinances and regulations.

22. License Requirement: All firms doing business in the City are required to be licensed in accordance with the City of Suffolk business license ordinance. Wholesale and retail merchants without a business location in the City of Suffolk are exempt from this requirement.