3300 Pennsylvania Avenue, Charleston, West Virginia 25302 • (304) 348-6120 • Fax: (304) 348-6112

Joshua Lewis, Executive Director of Purchasing

3/31/2026

TO: All Interested Bidders

Subject: Clendenin School Park and Pavillion

IDENTIFICATION NUMBER: RFQ # 26-130

Please submit responses via the Kanawha County Schools Bonfire Portal:

https://kanawhacs.bonfirehub.com/portal/?tab=openOpportunities

Responses will be accepted until 2:00pm, April 28, 2026. Any proposals received after the time and date stated above will not be considered.

RESPONSE

In compliance with the instructions, conditions and specifications herewith attached, we the undersigned, hereby submit this offer, and agree to enter into any written contract, and to furnish such security as may be required herein.

COMPANY NAME: ______________________________

ADDRESS: ______________________________

Submitted by: ______________________________ (Please print or type)

Title: ______________________________ (Signature) Telephone Number_____________________ Fax: _________________________

E-Mail Address:________________________ Date:_________________________

INSTRUCTIONS TO VENDORS SUBMITTING BIDS

1. REVIEW DOCUMENTS THOROUGHLY: The attached documents contain a solicitation for bids.

Please read these instructions and all documents attached in their entirety. These instructions provide critical information about requirements that if overlooked could lead to disqualification of a Vendor’s bid.

All bids must be submitted in accordance with the provisions contained in these instructions and the Solicitation. Failure to do so may result in disqualification of Vendor’s bid.

2. MANDATORY TERMS: The Solicitation may contain mandatory provisions identified by the use of the words “must,” “will,” and “shall.” Failure to comply with a mandatory term in the Solicitation will result in bid disqualification.

3. PREBID MEETING: The item identified below shall apply to this Solicitation.

[ x ] A pre-bid meeting will not be held prior to bid opening.

[ ] A NON-MANDATORY PRE-BID meeting will be held at the following place and time:

[ ] A MANDATORY PRE-BID meeting will be held at the following place and time:

All Vendors submitting a bid must attend the mandatory pre-bid meeting. Failure to attend the mandatory pre-bid meeting shall result in disqualification of the Vendor’s bid. No one person attending the pre-bid meeting may represent more than one Vendor.

An attendance sheet provided at the pre-bid meeting shall serve as the official document verifying attendance. The County will not accept any other form of proof or documentation to verify attendance. Any person attending the pre-bid meeting on behalf of a Vendor must list on the attendance sheet his or her name and the name of the Vendor he or she is representing. Additionally, the person attending the pre-bid meeting should include the Vendor’s E-Mail address and Fax number on the attendance sheet. It is the Vendor’s responsibility to locate the attendance sheet and provide the required information. Failure to complete the attendance sheet as required may result in disqualification of Vendor’s bid.

All Vendors should arrive prior to the starting time for the pre-bid. Vendors who arrive after the starting time but prior to the end of the pre-bid will be permitted to sign in, but are charged with knowing all matters discussed at the pre-bid.

Questions submitted at least five business days prior to a scheduled pre-bid will be discussed at the pre-bid meeting if possible. Any discussions or answers to questions at the pre-bid meeting are preliminary in nature and are non-binding. Official and binding answers to questions will be published in a written addendum to the Solicitation prior to bid opening.

4. VENDOR QUESTION DEADLINE: Vendors may submit questions relating to this Solicitation to the Purchasing Department. Questions must be submitted in writing. All questions must be submitted on or before the date listed within Bonfire in order to be considered. A written response will be published in a Solicitation addendum if a response is possible and appropriate. Non-written discussions, conversations, or questions and answers regarding this Solicitation are preliminary in nature and are non-binding.

Question Submission Deadline: April 17, 2026 at 8:00 PM

Submit Questions through the Bonfire Portal found at:

5. VERBAL COMMUNICATION: Any verbal communication between the Vendor and any County personnel is not binding, including that made at the mandatory pre-bid conference. Only information issued in writing and added to the Solicitation by an official written addendum by the Purchasing Department is binding.

6. BID SUBMISSION: All bids must be submitted by sealed bid, either electronically by the Vendor through the Bonfire portal located at: https://kanawhacs.bonfirehub.com/portal/?tab=openOpportunities , or delivered in sealed envelope on or before the date and time of the bid closing to the Purchasing Department. Those Vendors choosing to submit a bid by sealed envelope rather than using the Bonfire portal, must ensure their bid is signed and delivered to the Purchasing Department at the address listed below on or before the date and time of the bid closing. Any bid received by the Purchasing Department staff is considered to be in the possession of the Purchasing Department and will not be returned for any reason. Should a Vendor decide to deliver their bid response by other means than Bonfire, the bid delivery address is:

Kanawha County Schools

Purchasing Office 3300 Pennsylvania Avenue Charleston, West Virginia 25302-4697

The bid should contain the information listed below on the face of the envelope or the bid may not be considered:

SEALED BID

BUYER:________________Joshua Lewis________________________

SOLICITATION NO.:_____26-130______________________________

BID OPENING DATE:____April 28, 2026 __________

BID OPENING TIME:____2:00 PM_____________________________

FAX NUMBER:______________________________________________

The completed transmission must be received by the Purchasing Department prior to the specified date and time for submission of the bid. A vendor choosing to submit a bid or a written change to a bid accepts full responsibility for the transmission and receipt of the bid or change. Kanawha County Schools accepts no responsibility for the unsuccessful and/or incomplete transmission of bids.

In the event that Vendor is responding to a request for proposal, the Vendor shall submit one original technical and one original cost proposal plus ___ convenience copies of each to the Purchasing Department at the address shown above. Additionally, the Vendor should identify the bid type as either a technical or cost proposal on the face of each bid envelope submitted in response to a request for proposal or expression of interest as follows:

BID TYPE: [ ] Technical

[ x ] Cost

7. BID OPENING: Bids submitted in response to this Solicitation are considered sealed and will be opened at the location identified below on the date and time listed below. Delivery of a bid after the bid opening date and time will result in bid disqualification. For purposes of this Solicitation, a bid is considered delivered when received by the Kanawha County Schools Purchasing Department through Bonfire.

Bid Opening Date and Time: April 28, 2026 at 2:00 PM

Bid Opening Location : Kanawha County Schools Purchasing Office 3300 Pennsylvania Avenue Charleston, West Virginia 25302-4697

8. ADDENDUM ACKNOWLEDGEMENT: Changes or revisions to this Solicitation will be made by an official written addendum issued by the Purchasing Department. Vendor should acknowledge receipt of all addenda issued with this Solicitation by completing an Addendum Acknowledgment Form, a copy of which is included herewith. Failure to acknowledge addenda may result in bid disqualification. The addendum acknowledgement should be submitted with the bid to expedite document processing.

9. BID FORMATTING: Vendor should type or electronically enter the information onto its bid to prevent errors in the evaluation. Failure to type or electronically enter the information may result in bid disqualification.

GENERAL TERMS AND CONDITIONS:

1. CONTRACTUAL AGREEMENT: Issuance of an Award Document signed by the Purchasing

Department Director and, if applicable, approved as to form by the Treasurer and Superintendent, and the Board of Education constitutes acceptance of this Contract made by and between Kanawha County Schools and the Vendor. Vendor’s signature on its bid signifies Vendor’s agreement to be bound by and accept the terms and conditions contained in this Contract.

2. DEFINITIONS: As used in this Solicitation / Contract, the following terms shall have the meanings attributed to them below. Additional definitions may be found in the specifications included with this Solicitation / Contract.

2.1 “Bonfire” means the software platform which the Kanawha County Board of Education utilizes for the solicitation and award of various projects. Vendors must use this platform in response to a solicitation. The Bonfire portal is located at:

2.2 “County” means the Kanawha County Board of Education or other Public School Board of

Education located within the State of West Virginia seeking to procure goods or services under this Contract.

2.3 “Contract” means the binding agreement that is entered into between the County and the Vendor to provide the goods and services requested in the Solicitation.

2.4 “Director” means the Director of Kanawha County Schools, Purchasing Department.

2.5 “Purchasing Department” means the Kanawha County Schools, Purchasing Department.

2.6 “Purchase Order” means the document signed by the Purchasing Department, and approved as to form, if applicable, by the Treasurer and Superintendent, and the Board of Education, that identifies the Vendor as the Contract holder.

2.7 “Solicitation” means the official notice of an opportunity to supply the Purchasing Department with goods or services.

2.8 “Vendor” or “Vendors” means any entity submitting a bid in response to the Solicitation, the entity that has been selected as the lowest responsible bidder, or the entity that has been awarded the Contract as context requires.

3. CONTRACT TERM; RENEWAL; EXTENSION: The term of this Contract shall be determined in accordance with the category that has been identified as applicable to this Contract below:

[ ] Term Contract

Initial Contract Term: This Contract becomes effective on ____ and extends for a period of ___ year(s).

Renewal Term: This Contract may be renewed upon the mutual written consent of the County, and the Vendor, with approval of the Purchasing Department. Any request for renewal must be submitted to the Purchasing Department Director thirty (30) days prior to the expiration date of the initial contract term or appropriate renewal term. A Contract renewal shall be in accordance with the terms and conditions of the original contract. Renewal of this Contract is limited to 2 successive one (1) year periods. Automatic renewal of this Contract is prohibited.

Reasonable Time Extension: At the sole discretion of the Purchasing Department Director, this Contract may be extended for a reasonable time after the initial Contract term or after any renewal term as may be necessary to obtain a new contract or renew this Contract. Any reasonable time extension shall not exceed twelve (12) months. Vendor may avoid a reasonable time extension by providing the Purchasing Department Director with written notice of Vendor’s desire to terminate this Contract 30 days prior to the expiration of the then current term. During any reasonable time extension period, the Vendor may terminate this Contract for any reason upon giving the Purchasing Department Director 30 days written notice. Automatic extension of this Contract is prohibited.

Delivery Order Limitations: In the event that this contract permits delivery orders, a delivery order may only be issued during the time this Contract is in effect. Any delivery order issued within one year of the expiration of this Contract shall be effective for one year from the date the delivery order is issued. No delivery order may be extended beyond one year after this Contract has expired.

[ x ] Fixed Period Contract: This Contract becomes effective upon Vendor’s receipt of the notice to proceed and must be completed between N/A excluding weekends and Holidays.

[ ] Fixed Period Contract with Renewals: This Contract becomes effective upon Vendor’s receipt of the notice to proceed and part of the Contract more fully described in the attached specifications must be completed within N/A days. Upon completion, the vendor agrees that maintenance, monitoring, or warranty services will be provided for N/A successive one year periods or multiple periods of less than one year provided that the multiple renewal periods do not exceed N/A months in total.

[ ] One Time Purchase: The term of this Contract shall run from the issuance of the Award

Document until all of the goods contracted for have been delivered, but in no event will this contract extend for more than one fiscal year.

[ ] Other: See attached.

4. NOTICE TO PROCEED: Vendor shall begin performance of this Contract immediately up receiving the notice to proceed unless otherwise instructed by the County. Unless otherwise specified, the fully executed Award Document will be considered the notice to proceed.

5. QUANTITIES: The quantities required under this Contract shall be determined in accordance with the category that has been identified as applicable to this Contract below.

[ ] Open End Contract: Quantities listed in this Solicitation are approximations only, based on estimates supplied by the County. It is understood and agreed that the Contract shall cover the quantities actually ordered for delivery during the term of the Contract, whether more or less than the quantities shown.

[ ] Service: The scope of the service to be provided will be more clearly defined in the specifications included herewith.

[ x ] Combined Service and Goods: The scope of the service and deliverable goods to be provided will be more clearly defined in the specifications included herewith.

[ ] One Time Purchase: This Contract is for the purchase of a set quantity of goods that are identified in the specifications included herewith. Once those items have been delivered, no additional goods may be procured under this Contract without an appropriate change order approved by the Vendor, Purchasing Department, and, if applicable, Treasurer and Superintendent, and the Board of Education.

6. PRICING: The pricing set forth herein is firm for the life of the Contract, unless specified elsewhere within this Solicitation/Contract by the County. A Vendor’s inclusion of price adjustment provisions in its bid, without an express authorization from the County in the Solicitation to do so, may result in bid disqualification.

7. EMERGENCY PURCHASES: The Purchasing Department Director may authorize the purchase goods or services in the open market that Vendor would otherwise provide under this Contract if those goods or services are for immediate or expedited delivery in an emergency. Emergencies shall include, but are not limited to, delays in transportation or an unanticipated increase in the volume of work. An emergency purchase in the open market, approved by the Purchasing Department Director, shall not constitute of breach of this Contract and shall not entitle the Vendor to any form of compensation or damages. This provision does not excuse the County from fulfilling its obligations under a One Time Purchase contract.

8. REQUIRED DOCUMENTS: All of the items checked below must be provided to the Purchasing

Department by the Vendor as specified below.

[ x ] BID BOND: All Vendors shall furnish a bid bond in the amount of five percent (5%) of the total amount of the bid protecting the County. The bid bond must be submitted with the bid. See Exhibit B.

[ X ] PERFORMANCE BOND: The apparent successful Vendor shall provide a performance bond in the amount of 100% of the Contract value. The performance bond must be issued and received by the Purchasing Department prior to Contract award. On construction contracts, the performance bond must be 100% of the Contract value. See Exhibit C.

[ ] LABOR/MATERIAL PAYMENT BOND: The apparent successful Vendor shall provide a labor/material payment bond in the amount of 100% of the Contract value. The labor/material payment bond must be issued and delivered to the Purchasing Department prior to Contract award.

[ ] MAINTENANCE BOND: The apparent successful Vendor shall provide a two (2) year maintenance bond covering the roofing system. The maintenance bond must be issued and delivered to the Purchasing Department prior to Contract award.

[ x ] WORKERS’ COMPENSATION INSURANCE: The apparent successful Vendor shall have appropriate workers’ compensation insurance and shall provide proof thereof upon request.

[ x ] INSURANCE: The apparent successful Vendor shall furnish proof of the following insurance prior to Contract award:

[ x ] Commercial General Liability Insurance: The apparent successful vendor’s Commercial General Liability Policy shall contain at a minimum, Contractual liability and Products/Completed Operations Liability which must meet or exceed the following limits: Bodily Injury of $1,000,000.00 per person, $1,000,000.00 per occurrence; Property Damage of at least $1,000,000.00 per occurrence; Bodily Injury/Property Damage of at least $2,000,000.00 combined single limit.

[ ] Builders Risk Insurance: builders risk – all risk insurance in an amount equal to

100% of the amount of the Contract.

[ ] Comprehensive Automobile Liability Insurance: The apparent successful vendor shall have and maintain at a minimum, during the life of this contract, Comprehensive Automobile Liability, including non-owned and hired vehicle, of at least $1,000,000.00 per person, $1,000,000.00 per occurrence; property damage of at least $1,000,000.00 per occurrence, or bodily injury/property damage of at least $2,000,000.00 combined single limit.

[ ] Professional Liability/Errors and Omission Coverage: The apparent successful vendor shall have and maintain at a minimum, during the life of this contract Professional Liability/Errors and Omission Coverage of $1,000,000.00 per occurrence, $3,000,000.00 aggregate.

The apparent successful Vendor shall also furnish proof of any additional insurance requirements contained in the specifications prior to Contract award regardless of whether or not that insurance requirement is listed above.

[ x ] LICENSE(S) / CERTIFICATIONS: In addition to anything required under the Section entitled

Licensing, of the General Terms and Conditions, the apparent successful Vendor shall furnish proof of the following licenses prior to Contract award, in a form acceptable to the Purchasing Department.

[ x ] Valid WV Contractors license

The apparent successful Vendor shall also furnish proof of any additional licenses or certifications contained in the specifications prior to Contract award regardless of whether or not that requirement is listed above.

9. LITIGATION BOND: The Director reserves the right to require any Vendor that files a protest of an award to submit a litigation bond in the amount equal to one percent of the lowest bid submitted or $5,000, whichever is greater. The entire amount of the bond shall be forfeited if the hearing officer determines that the protest was filed for frivolous or improper purpose, including but not limited to, the purpose of harassing, causing unnecessary delay, or needless expense for the County. All litigation bonds shall be made payable to the Purchasing Department. In lieu of a bond, the protester may submit a cashier’s check or certified check payable to the Purchasing Department. Cashier’s or certified checks will be deposited with and held by the County. If it is determined that the protest has not been filed for frivolous or improper purpose, the bond or deposit shall be returned in its entirety.

10. ALTERNATES: Any model, brand, or specification listed herein establishes the acceptable level of quality only and is not intended to reflect a preference for, or in any way favor, a particular brand or vendor. Vendors may bid alternates to a listed model or brand provided that the alternate is at least equal to the model or brand and complies with the required specifications. The equality of any alternate being bid shall be determined by the County at its sole discretion. Any Vendor bidding an alternate model or brand should clearly identify the alternate items in its bid and should include manufacturer’s specifications, industry literature, and/or any other relevant documentation demonstrating the equality of the alternate items. Failure to provide information for alternate items may be grounds for rejection of a Vendor’s bid.

11. EXCEPTIONS AND CLARIFICATIONS: The Solicitation contains the specifications that shall form the basis of a contractual agreement. Vendor shall clearly mark any exceptions, clarifications, or other proposed modifications in its bid. Exceptions to, clarifications of, or modifications of a requirement or term and condition of the Solicitation may result in bid disqualification.

12. LIQUIDATED DAMAGES: In furtherance of the State of West Virginias AIA A201-2017

Supplementary Conditions, §9.11.1 it is acknowledged that the Contractor’s failure to achieve substantial completion of the Work within the Contract Time provided by the Contract Documents will cause the Owner to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by the Owner of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof.

Accordingly, in lieu of actual damages for such delay, the Contractor agrees that liquidated damages may be assessed and recovered by the Owner as against Contractor and its Surety, in the event of delayed completion and without the Owner being required to present any evidence of the amount or character of actual damages sustained by reason thereof; therefore Contractor shall be liable to the Owner for payment of liquidated damages in the amount indicated below for each day (Sundays and Holidays included) that Substantial Completion is delayed beyond the Contract Time as adjusted for time extensions provided by the Contract Documents. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and Contractor shall pay them to Owner without limiting Owner’s right to terminate this agreement for default as provided elsewhere herein.

Liquidated damages will be assessed as $2,000.00 per day. This clause shall in no way be considered exclusive and shall not limit the County’s right to pursue any other available remedy.

13. ACCEPTANCE/REJECTION: The County may accept or reject any bid in whole, or in part.

Vendor’s signature on its bid signifies acceptance of the terms and conditions contained in the Solicitation and Vendor agrees to be bound by the terms of the Contract, as reflected in the Purchase Order, upon receipt.

14. REGISTRATION: Prior to Contract award, the apparent successful Vendor must be properly registered with the Kanawha County Schools Purchasing Department if applicable.

15. COMMUNICATION LIMITATIONS: Communication with the County or any of its employees regarding this Solicitation during the solicitation, bid, evaluation or award periods, except through the Purchasing Department, is strictly prohibited without prior Purchasing Department approval. Purchasing Department approval for such communication is implied for all exempt purchases.

16. FUNDING: This Contract shall continue for the term stated herein, contingent upon funds being appropriated by the County or otherwise being made available. In the event funds are not appropriated or otherwise made available, this Contract becomes void and of no effect beginning on July 1 of the fiscal year for which funding has not been appropriated or otherwise made available.

17. PAYMENT: Payment in advance is prohibited under this Contract. Payment may only be made after the delivery and acceptance of goods or services. The Vendor shall submit invoices, in arrears, to the County at the address on the face of the purchase order labeled “Invoice To.”

18. UNIT PRICE: Unit prices shall prevail in cases of a discrepancy in the Vendor’s bid.

19. DELIVERY: All quotations are considered freight on board destination (“F.O.B. destination”) unless alternate shipping terms are clearly identified in the bid. Vendor’s listing of shipping terms that contradict the shipping terms expressly required by this Solicitation may result in bid disqualification.

20. INTEREST: Interest attributable to late payment will only be permitted if authorized by the West Virginia Code. Presently, there is no provision in the law for interest on late payments.

21. TAXES: The Vendor shall pay any applicable sales, use, personal property or any other taxes arising out of this Contract and the transactions contemplated thereby. The County is exempt from federal and state taxes and will not pay or reimburse such taxes.

22. CANCELLATION: The Purchasing Department Director reserves the right to cancel this Contract immediately upon written notice to the vendor if the materials or workmanship supplied do not conform to the specifications contained in the Contract.

23. WAIVER OF MINOR IRREGULARITIES: The Director reserves the right to waive minor irregularities in bids or specifications in accordance with West Virginia Department of Education Policy 8200.

24. TIME: Time is of the essence with regard to all matters of time and performance in this Contract.

25. APPLICABLE LAW: This Contract is governed by and interpreted under West Virginia law without giving effect to its choice of law principles. Any information provided in specification manuals, or any other source, verbal or written, which contradicts or violates the West Virginia Constitution, West Virginia Code, West Virginia Code of State Rules or the applicable policies of the West Virginia Department of Education and Kanawha County Schools is void and of no effect.

26. COMPLIANCE: Vendor shall comply with all applicable federal, state, and local laws, regulations and ordinances. By submitting a bid, Vendors acknowledge that they have reviewed, understand, and will comply with all applicable law.

27. [RESERVED]

28. ARBITRATION: Any references made to arbitration contained in this Contract, Vendor’s bid, or in any

American Institute of Architects documents pertaining to this Contract are hereby deleted, void, and of no effect.

29. MODIFICATIONS: This writing is the parties’ final expression of intent. Notwithstanding anything contained in this Contract to the contrary, no modification of this Contract shall be binding without mutual written consent of the County, and the Vendor, with approval of the Purchasing Department and if applicable, approved as to form by the Treasurer and Superintendent, and the Board of Education. No Change shall be implemented by the Vendor until such time as the Vendor receives an approved written change order from the Purchasing Department.

30. WAIVER: The failure of either party to insist upon a strict performance of any of the terms or provision of this Contract, or to exercise any option, right, or remedy herein contained, shall not be construed as a waiver or a relinquishment for the future of such term, provision, option, right, or remedy, but the same shall continue in remain in full force and effect. Any waiver must be expressly stated in writing and signed by the waiving party.

31. SUBSEQUENT FORMS: The terms and conditions contained in this Contract shall supersede any and all subsequent terms and conditions which may appear on any form documents submitted by Vendor to the County or Purchasing Department such as price lists, order forms, invoices, sales agreements, or maintenance agreements, and includes internet websites or other electronic documents. Acceptance or use of Vendor’s forms does not constitute acceptance of the terms and conditions contained thereon.

32. ASSIGNMENT: Neither this Contract nor any monies due, or to become due hereunder, may be assigned by the Vendor without the express written consent of the Purchasing Department, or if applicable, approved as to form by the Treasurer and Superintendent, and the Board of Education, and any office that may be required to approve such assignments. Notwithstanding the foregoing, Purchasing Department approval may or may not be required on certain exempt purchases.

33. WARRANTY: The Vendor expressly warrants that the goods and/or services covered by this Contract will: (a) conform to the specifications, drawings, samples, or other description furnished or specified by the County; (b) be merchantable and fit for the purpose intended; and (c) be free from defect in material and workmanship.

34. COUNTY EMPLOYEES: County employees are not permitted to utilize this Contract for personal use and the Vendor is prohibited from permitting or facilitating the same.

35. BANKRUPTCY: In the event the Vendor files for bankruptcy protection, the County may deem this Contract null and void, and terminate this Contract without notice.

36. CONFIDENTIALTIY: The Vendor agrees that it will not disclose to anyone, directly or indirectly, any such persoanlly identifiable information or other confidential information gained from the County, unless the individual who is the subject of the information consents to the disclosure in writing or the disclosure is made pursuant to the County’s policies, procedures, and rules.

37. DISCLOSURE: Vendor’s response to the Solicitation and the resulting Contract are considered public documents and will be disclosed to the public in accordance with the laws, rules, and policies governing the Kanawha County Schools Purchasing Department. Those laws include, but are not limited to, the Freedom of Information Act found in West Virginia Code § 29B-1-1 et seq.

If a Vendor considers any part of its bid to be exempt from public disclosure, Vendor must so indicate by specifically identifying the exempt information, identifying the exemption that applies, providing a detailed justification for the exemption, segregating the exempt information from the general bid information, and submitting the exempt information as part of its bid but in a segregated and clearly identifiable format. Failure to comply with the foregoing requirements will result in public disclosure of the Vendor’s bid without further notice. A Vendor’s act of marking all or nearly all of its bid as exempt is not sufficient to avoid disclosure and WILL NOT BE HONORED. Vendor’s act of marking a bid or any part thereof as “confidential” or “proprietary” is not sufficient to avoid disclosure and WILL NOT BE HONORED. In addition, a legend or other statement indicating that all or substantially all of the bid is exempt from disclosure is not sufficient to avoid disclosure and WILL NOT BE HONORED. Vendor will be required to defend any claimed exemption for nondiclosure in the event of an administrative or judicial challenge to the State’s nondisclosure. Vendor must indemnify the County for any costs incurred related to any exemptions claimed by Vendor. Any questions regarding the applicabality of the the various public records laws should be addressed to your own legal counsel prior to bid submission.

38. LICENSING: Vendor must be licensed and in good standing in accordance with any and all state and local laws and requirements by any state or local agency of West Virginia, including, but not limited to, the West Virginia Tax Department, West Virginia Insurance Commission, or any other state agency or political subdivision. Upon request, the Vendor must provide all necessary releases to obtain information to enable the Purchasing Department Director or the County to verify that the Vendor is licensed and in good standing with the above entities.

39. ANTITRUST: In submitting a bid to, signing a contract with, or accepting a Purchase Order from the

County, the Vendor agrees to convey, sell, assign, or transfer to the County all rights, title, and interest in and to all causes of action it may now or hereafter acquire under the antitrust laws of the United States and the State of West Virginia for price fixing and/or unreasonable restraints of trade relating to the particular commodities or services purchased or acquired by the County. Such assignment shall be made and become effective at the time the purchasing agency tenders the initial payment to Vendor.

40. VENDOR CERTIFICATIONS: By signing its bid or entering into this Contract, Vendor certifies (1) that its bid or offer was made without prior understanding, agreement, or connection with any corporation, firm, limited liability company, partnership, person or entity submitting a bid or offer for the same material, supplies, equipment or services; (2) that its bid or offer is in all respects fair and without collusion or fraud; (3) that this Contract is accepted or entered into without any prior understanding, agreement, or connection to any other entity that could be considered a violation of law; and (4) that it has reviewed this Solicitation in its entirety; understands the requirements, terms and conditions, and other information contained herein. Vendor’s signature on its bid or offer also affirms that neither it nor its representatives have any interest, nor shall acquire any interest, direct or indirect, which would compromise the performance of its services hereunder. Any such interests shall be promptly presented in detail to the County.

The individual signing this bid on behalf of Vendor certifies that he or she is authorized by the Vendor to execute this bid or any documents related thereto on Vendor’s behalf; that he or she is authorized to bind the Vendor in a contractual relationship; and that, to the best of his or her knowledge, the Vendor has properly registered with any State agency that may require registration.

41. PURCHASING CARD ACCEPTANCE: The County currently utilizes a Purchasing Card program, administered under contract by a banking institution, to process payment for goods and services. The Vendor must accept the County’s Purchasing Card for payment of all orders under this Contract.

[ x ] Vendor is not required to accept the County’s Purchasing Card as payment for all goods and services

42. VENDOR RELATIONSHIP: The relationship of the Vendor to the County shall be that of an independent contractor and no principal-agent relationship or employer-employee relationship is contemplated or created by this Contract. The Vendor as an independent contractor is solely liable for the acts and omissions of its employees and agents. Vendor shall be responsible for selecting, supervising, and compensating any and all individuals employed pursuant to the terms of this Solicitation and resulting contract. Neither the Vendor, nor any employees or subcontractors of the Vendor, shall be deemed to be employees of the County for any purpose whatsoever. Vendor shall be exclusively responsible for payment of employees and contractors for all wages and salaries, taxes, withholding payments, penalties, fees, fringe benefits, professional liability insurance premiums, contributions to insurance and pension, or other deferred compensation plans, including but not limited to, Workers’ Compensation and Social Security obligations, licensing fees, etc. and the filing of all necessary documents, forms and returns pertinent to all of the foregoing. Vendor shall hold harmless the County, and shall provide the County with a defense against any and all claims including, but not limited to, the foregoing payments, withholdings, contributions, taxes, Social Security taxes, and employer income tax returns.

43. INDEMNIFICATION: The Vendor agrees to indemnify, defend, and hold harmless the County, their officers, and employees from and against: (1) Any claims or losses for services rendered by any subcontractor, person, or firm performing or supplying services, materials, or supplies in connection with the performance of the Contract; (2) Any claims or losses resulting to any person or entity injured or damaged by the Vendor, its officers, employees, or subcontractors by the publication, translation, reproduction, delivery, performance, use, or disposition of any data used under the Contract in a manner not authorized by the Contract, or by Federal or State statutes or regulations; and (3) Any failure of the Vendor, its officers, employees, or subcontractors to observe State and Federal laws including, but not limited to, labor and wage and hour laws.

44. PURCHASING AFFIDAVIT: In accordance with West Virginia Code § 5A-3-10a, all Vendors are required to sign, and submit the Purchasing Affidavit stating that neither the Vendor nor a related party owe a debt to the State in excess of $1,000. The affidavit must be submitted prior to award, but should be submitted with the Vendor’s bid. A copy of the Purchasing Affidavit is included herewith.

45. ADDITIONAL COUNTY AND REGIONAL EDUCATION SERVICE AGENCY USE: This

Contract may be utilized by and extends to other County and Regional Education Service Agencies, of the State of West Virginia (“Other School Entities”). This Contract shall be extended to the aforementioned Other School Entities on the same prices, terms, and conditions as those offered and agreed to in this Contract. If the Vendor does not wish to extend the prices, terms, and conditions of its bid and subsequent contract to the Other School Entities, the Vendor must clearly indicate such refusal in its bid. A refusal to extend this Contract to the Other School Entities shall not impact or influence the award of this Contract in any manner.

46. CONFLICT OF INTEREST: Vendor, its officers or members or employees, shall not presently have or acquire any interest, direct or indirect, which would conflict with or compromise the performance of its obligations hereunder. Vendor shall periodically inquire of its officers, members and employees to ensure that a conflict of interest does not arise. Any conflict of interest discovered shall be promptly presented in detail to the County.

47. REGISTERED SEX OFFENDERS: In compliance with Kanawha County Board of Education Policy:

Sex Offender Registry Notification Series 54 and as found in West Virginia Code § 15-12-1 et seq, The contractor (Vendor) shall not send any employee or agent who is a registered sex offender to any school building or school property. Quarterly, the contractor (Vendor) shall check the registry to determine if the employee is registered. For information regarding the Sex Offender Registry, Vendors should contact the West Virginia State Police.

SUPPLEMENTAL TERMS AND CONDITIONS (Construction Contracts Only)

1. DEFINITIONS: As used in this Solicitation / Contract, the following terms shall have the meanings attributed to them below. Additional definitions may be found in the specifications included with this Solicitation / Contract.

1.1 “Contractor” means the Vendor as defined in the General Terms and Conditions and is further defined as a firm corporation, partnership, or individual with whom the County makes a direct contract for the construction of all or any portion of this project.

1.2 “General Contractor” means the firm, corporation, partnership, or individual, with main responsibility for the construction, improvement, or renovation project under contract, and is the party signing the prime construction contract for a project. The general contractor is the person or entity who hires all of the subcontractors and suppliers for a project. It is an individual, partnership, corporation, or other business entity that is capable of performing construction work as a contractor with overall responsibility for the satisfactory completion of a project using its own forces to perform or supervise part of the work. The General Contractor may be considered the Vendor if so mandated within the specifications.

1.3 “Subcontract” means a contract/agreement between the Vendor of the original contract and that of a third party. If a Vendor intends to subcontract all or any part of the work, the name(s) and address(es) of sub-contractor(s) should be provided with the bid proposal and must be provided upon request. (Use additional sheet if necessary). The Vendor shall be responsible for subcontractor(s) full compliance with the requirements of the bid specifications.

1.4 “Subcontractor” means a firm corporation, partnership, or individual, other than employees of a

Vendor, with whom a Vendor or Subcontractor makes a contract to furnish labor and/or material, and/or service in connection with the project. The County will not responsible for payments to subcontractors.

1.5 “Work” means labor or materials or both in regards to the Vendor or Subcontractor.

1.6 “Written Notice” means the firm, corporation, partnership, or individual, or other entity have been duly served if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered mail to the last business address known to the entity who gives the notice. Matters in contest or which are related to arbitration shall be covered in writing and transmitted by registered mail.

2. CORRELATION OF DOCUMENTS: The intention of the documents is to include all labor and materials, equipment and transportation necessary for the proper execution of the work; provided, however, it is not intended, that work not covered under any heading, section, branch, class or trade of the specifications, shall be supplied unless it is shown on drawings or is reasonably inferable there from as being necessary to produce the intended results.

The description of materials or work in which words, as employed in the given context, have a well known technical or trade meaning shall be interpreted in accordance with recognized meanings.

In case of disagreement between drawings and specifications or within either document itself, the better quality or greater quantity of work shall be estimated and the matter drawn to the County's attention for decision and/or adjustment.

3. FEES AND INSPECTIONS: Vendor is responsible to take out all permits and arrange for all inspections required by State, City or other authorities having lawful jurisdiction; and pay all fees and costs incurred.

4. BUILDING PERMITS: The Kanawha County Board of Education is exempt from Building Permits.

5. NOTICES OF ENTRY FEES: Vendor will issue any and all written notices to County of adjacent or nearby property which may be required by pertinent Law and Ordinance. Vendor will make all arrangements and pay all costs or fees in connection therewith, if entry on adjoining or nearby property becomes necessary in connection with this project, or, if use, obstruction of or encroachment on a public way becomes similarly necessary.

6. LAW COMPLIANCE: All materials used, all building construction work, and all mechanical installations and appliances connected therewith shall comply with all State and Municipal Laws and Regulations, and with all local ordinances and rules pertaining to this work. Such laws, regulations, ordinances and rules shall be considered to be part of these specifications.

Should Vendor's investigation of local codes or rules reveal stipulations contrary to requirements of the drawings or of these specifications, he shall so advise the County without delay, and obtain ruling in writing. In the absence of notification of a conflict, the Vendor will be deemed to have evaluated such conflict and to have made due contingency allowance therefore. If Vendor performs any work which does not comply with pertinent laws, codes, rules, ordinances or regulations without notice to the County of such noncompliance, he shall remove the non-complying work and replace it with proper work, at his own expense.

No compensation will be allowed by reason of any difficulties which the Vendor could have discovered or reasonably anticipated prior to bidding.

7. LABOR: All Vendors and Subcontractors employed upon the work shall conform to the Labor Laws of the State of West Virginia and the various acts amendatory and supplementary thereto; and to all other laws, ordinances, and legal requirements applicable thereto.

All labor shall be performed in the best and most workmanlike manner by mechanics skilled in their respective trades. The standards of the work required throughout shall be of such grade as will bring first-class results. Mechanics whose work is unsatisfactory to the County, or are considered by the County to be unskilled or otherwise objectionable, shall be instantly dismissed from the work upon notice from the County.

8. SUBCONTRACTS: The Vendor may let subcontracts for the performance of such portions of the work as are usually executed by special trades. All such subcontracts shall be based on conformation with all pertinent conditions set forth in the Special Conditions, General Conditions and other documents as well as the detailed requirements of the portions of the drawings and specifications which depict or describe the special item covered by the subcontract.

No work shall be sublet without the approval of the County, who reserves the right to disapprove any proposed Subcontractor whose record does not establish his experience, competence and financial ability to perform the work.

The Vendor shall, and in signing contract does agree that he is as fully responsible to the County for the acts and omissions of his subcontractors and of persons either directly or indirectly employed by them, as he is for the acts and omissions of persons directly employed by him.

Nothing contained in the contract documents shall create any contractual relation between any Subcontractor and the County.

9. MATERIALS: In addition to the requirements prescribed under “Alternatives” of the General Terms and Conditions, any request for approval of a material or item of equipment as equal to that specified shall be accompanied by a statement of difference in cost, if any, and by data adequate to establish such equality and a citation of several situations wherein the substituted material has been successfully used.

The Vendor shall submit duplicate samples of all items for which such action is specifically required or when a substitution is offered in lieu of an item specified by name or manufacturer and furnish such information and data describing items or material offered as equal to those specified as may be necessary to establish such equality. The County's decision as to equality of proposed substitution shall be final.

Contract must mark samples clearly to show:

Name or trade designation, quality or grade and any further designation necessary to identify the item or material, and must contain, at a minimum, the following:

(a) Manufacturer's or producer's name.

(b) Name of Vendor and Subcontractor, if any.

(c) Name of Project.

Vendor shall submit all samples promptly to County at a sufficiently early date to insure that approval can be given in time to secure delivery of the items or materials when needed, and in ample time to permit resubmission, if an item or material is unacceptable.

In order to produce color schedule, where applicable, sufficient information in relation to color choices shall be furnished to the County, allowing seven (7) days for final selection.

All materials are subject to approval by the County both before and after incorporation in the building.

All condemned material or work shall be removed from the premises.

10. ROYALITIES AND PATENTS: The Vendor shall pay all royalties and license fees. He shall defend all suits or claims for infringement of any patent rights and shall save the County harmless from loss on account thereof, except that the County shall be responsible for all such loss when a particular process or the product of a particular manufacturer is specified, but if the Vendor has information that the process or article specified is an infringement of a patent he shall be responsible for such loss unless he promptly gives such information to the County.

11. DRAWINGS AND SPECIFICATIONS ON THE WORK: The Vendor shall keep the drawings and one copy of the specifications on the work, in good order, available to the County and his representatives.

12. OWNERSHIP OF DRAWINGS AND MODELS: All drawings, specifications and copies thereof furnished by the County are the County’s property. They are not to be used on other work and, with the exception of the signed Contract set, are to be returned to County upon request, at the completion of the work. All models are property of the County.

13. VENDORS RESPONSIBILITY FOR CONDITION OF WORK: The Vendor shall, prior to responding to this solicitation, be held to have examined the premises, so as to compare them with the Drawings and Specifications, and be satisfied with the existing conditions of the premises, and limitations under which the work will have to be executed. No allowance shall subsequently be made on behalf of the Vendor if awarded the Contract, by reason of any error, or neglect on the part of the Vendor for having failed to follow the instructions here given.

The Vendor shall be held to have carefully read the Terms and Conditions, Supplemental Conditions, Specifications and any other documents pertaining to this contract, the Vendor’s work and any other branches of the work. In addition, the Vendor must carefully examine all Drawings pertaining to the work, to the end that the Vendor may be fully informed not only as to the work the Vendor is to perform but also know about the work that will be required to be done by all Subcontractors

14. CHANGES IN THE WORK: The County, without…