824453archCps.pdf

DEPARTMENT OF PURCHASING

1421 Kristina Way ⬩ Chesapeake, VA 23320 ⬩ (757) 547-0265

To All Interested Parties:

Please find hereto our Request for Proposal (RFP) 78-2526 – Architectural / Engineering Services – Chesapeake Career Center which can be found at https://procurement.opengov.com/portal/cpschools/projects/265916. Please read carefully the information contained herein.

The District has the following requirements for submitting your response:

• RFP responses are to be submitted electronically exclusively via the School District's OpenGov e-Bidding platform (https://procurement.opengov.com/portal/cpschools). RFP responses must be submitted via OpenGov no later than 4:00 pm on Thursday, June 18, 2026.

• Instructions for proposers to register with the OpenGov e-Bidding Platform are available to download at: https://opengov.my.site.com/support/s/.

• Instructions for submitting an RFP response electronically (e-Bidding) on OpenGov are available for download at: https://www.cpschools.com/page/purchasing.

• Hard copies and responses submitted by e-mail, facsimile, and telephone will not be accepted.

• If Proposers intend to protect any Trade Secrets or Proprietary information, they must submit one (1) identical redacted electronic copy of the proposal at the same time as the original online response, along with invoking the protections in writing as directed in the Vendor Questionnaire .

A non-mandatory site visit of the existing Chesapeake Career Center is being offered on Thursday, June 4, 2026, at 2:00 p.m. Due to limited parking onsite, we are requesting that proposers bring only one (1) vehicle to the site. The address is 1617 Cedar Road, Chesapeake VA 23322. During the site visit and throughout the RFP process, proposers may not ask questions, request clarification, or discuss the details of this project with anyone other than the Purchasing Department’s representative.

Proposers are welcome, upon written approval from a Chesapeake Public Schools designee, to tour the site at Clearfield Avenue at their convenience. Written approval is required and should be taken with you when you tour the site as written proof of staff approval.

All requests for clarification or questions regarding this RFP should be sent via the School District's e-Bidding platform's Question & Answer feature and must be received no later than seven (7) calendar days prior to the RFP due date. If necessary, an addendum will be posted on OpenGov (https://procurement.opengov.com/portal/cpschools/projects/265916) as well as the Chesapeake Public Schools’ Purchasing Department website (https://www.cpschools.com/page/purchasing). To receive notifications regarding the addendum and Questions and Answers, click "Follow" on the RFP's Public Page.

The proposer is encouraged to check OpenGov or the District’s website daily up to 48 hours prior to the proposal closing to check and secure any addenda. Receipt of addenda must be acknowledged on the Letter of Transmittal via OpenGov.

Sincerely, Michele Zimbro, CPPB Buyer https://procurement.opengov.com/portal/cpschools/projects/265916 https://procurement.opengov.com/portal/cpschools https://opengov.my.site.com/support/s/ https://www.cpschools.com/page/purchasing https://procurement.opengov.com/portal/cpschools/projects/254289/document?section=2433364 https://procurement.opengov.com/portal/cpschools/projects/254289 https://procurement.opengov.com/portal/cpschools/projects/254289 https://procurement.opengov.com/portal/cpschools/projects/265916 https://www.cpschools.com/page/purchasing https://procurement.opengov.com/portal/cpschools

LETTER OF TRANSMITTAL

RFP #78-2526 Architectural / Engineering Services – Chesapeake Career Center

**THIS FORM MUST BE SIGNED BELOW AND RETURNED IN THE PROPOSAL TO BE CONSIDERED A VALID OFFER***

ISSUE DATE: MAY 13, 2026 RFP NUMBER: 78-2526

COMMODITY CODES: 018-906-07, 018-906-10, 018-906-38, 018-925-36,

018-925-37

Title: Architectural / Engineering Services – Chesapeake Career Center USING DEPARTMENT: OFFICE OF NEW CONSTRUCTION

CLOSING DATE: THURSDAY, JUNE 18, 2026

DIRECT INQUIRIES TO: Michele Zimbro, CPPB, Buyer CLOSING TIME: 4:00 P.M. EST donna.zimbro@cpschools.com

Proposals will be received until 4:00 p.m. on Thursday, June 18, 2026, for furnishing services described herein. If necessary, an addendum will be posted on OpenGov (https://procurement.opengov.com/) as well as on the Chesapeake Public Schools’ Purchasing Department website (https://www.cpschools.com/page/purchasing).

IN COMPLIANCE WITH THIS RFP AND TO ALL THE CONDITIONS IMPOSED THEREIN AND HEREBY INCORPORATED BY REFERENCE, THE UNDERSIGNED OFFERS, AND AGREES TO FURNISH SERVICES REQUESTED IN THE SOLICITATION. I HEREBY CERTIFY THAT THE INFORMATION SUPPLIED HEREIN IS CORRECT AND THAT

NEITHER THE PROPOSER NOR ANY PERSON(S) CONNECTED WITH THE PROPOSER AS A PRINCIPAL OR OFFICER, TO MY KNOWLEDGE, IS NOT DEBARRED OR

OTHERWISE DECLARED INELIGIBLE BY ANY AGENCY OF THE FEDERAL, STATE AND / OR LOCAL GOVERNMENT, THE COMMONWEALTH OF VIRGINIA, OR ANY

LOCALITY IN THE STATE OF VIRGINIA, FROM CONTRACTING TO PROVIDE THE GOODS AND / OR SERVICES REQUESTED HEREIN, NOR IS IT AN AGENT OF ANY

PERSON OR ENTITY THAT IS CURRENTLY SO DEBARRED.

THIS SECTION MUST BE COMPLETED AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF YOUR FIRM.

Name and Address of Firm:

________________________________________________________ Date:

(Firm)

________________________________________________________ Name:

(Street Address) (Please print)

________________________________________________________ Signature:

(City) (Signature of person authorized to bind the Firm contractually)

_________________________________ _________________ Title:

(State) (Zip Code)

Phone: ________________________________________________ Fax:

FEI #: __________________________________________________ DUNS #:

E-Mail Address:

Acknowledge receipt of Addendum #1 _____ #2 _____ #3 _____ #4 _____ #5 _____ #6 _____ #7 _____

(Initial above for each addendum received)

Vendors, please note—your Bid/RFP response must be submitted utilizing Open Gov E-Bidding platform. RFPs submitted by any other method will not be accepted.

https://procurement.opengov.com/

~ Proposers: Please complete and return this form with your proposal ~

Proposer’s Authorization to Transact Business in the Commonwealth

To the extent the Contractor is organized as a stock or non-stock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership; such entity shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity by the State Corporation Commission. Any such business entity shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth to be revoked or cancelled at any time during the term of this contract. The Owner may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of Virginia Code Section 2.2-4311.2.

Any bidder or offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 shall include in its bid or proposal the identification number issued to it by the State Corporation Commission. Any bidder or offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title

13.1 or Title 50 or as otherwise required by law shall include in its bid or proposal a statement describing why the bidder or offeror is not required to be so authorized.

State Corporation Commission Identification Number:

or

Describe why the bidder or offeror is not required to be authorized by the State Corporation

Commission:

TABLE OF CONTENTS

Part 1: Project Background

1.1 Introduction

1.2 Project Scope ................................................................................................................................ 7-8

1.3 Guidelines ..................................................................................................................................... 8-9

1.4 Additional Information………………………………………………………………………………………………………………..9

Part 2: General Submittal Requirements

General Terms and Conditions

2.1 Anti-Discrimination ................................................................................................................... 12-13

2.2 Ethics in Public Contracting

2.3 Immigration Reform and Control Act of 1986

2.4 Certificate of Compliance Regarding Certain Offenses

2.5 Debarment Status

2.6 Antitrust

2.7 Required Format and Terms and Conditions

2.8 Precedence of Terms

2.9 Qualification of Proposers

2.10 Assignment of Contract

2.11 Default

2.12 Changes to the Contract ........................................................................................................... 14-15

2.13 Terminations

2.14 Debarment and Prohibited Contracts ...................................................................................... 16-17

2.15 Taxes

2.16 Insurance .................................................................................................................................. 17-18

2.17 Minority Business Enterprise Utilization

2.18 Drug-Free Workplace

2.19 Announcement of Award

2.20 Applicable Laws and Courts

2.21 Use of Brand Names ................................................................................................................. 18-19

2.22 Inspection of Records

2.23 Dispute Resolution

Special Terms and Conditions

2.24 Issuing Agent

2.25 Submission Requirements

2.26 Late Proposals

2.27 Weather Closing

2.28 Proposal Costs

2.29 Acceptance

2.30 Tentative Procurement and Implementation Schedule

2.31 Confidential Information

2.32 Advertising

2.33 Hold Harmless Clause .............................................................................................................. 20-21

2.34 Workmanship and Inspection

2.35 Confidential Matters

2.36 Fund-Out Clause

2.37 Severability

2.38 License Requirement

2.39 Payment of Taxes

2.40 Retention of Proposer Material

2.41 Product Substitution

2.42 Ownership of Intellectual Property

2.43 Confidential Information

2.44 Warranty

Part 3: Requirements ........................................................................................................................... 24-28

Part 4: Detailed Submittal Requirements ........................................................................................... 30-34

Part 5: Selection Process

5.1 Selection Process ...................................................................................................................... 36-37

5.2 Award

Part 6: Attachments

Attachment A ............................................................ Certificate of Compliance Regarding Certain Offenses Attachment B ........................................ Certificate of Compliance With Immigration Laws and Regulations Attachment C .............................................................................................. Claim of Business Confidentiality Attachment D ...................................................................... Course Information / Studies / CIP information Attachment E ........................................................................................................................ Site Information Attachment F ..................................................................................... Digital Copy of Site Information / Plats

CHESAPEAKE

PUBLIC SCHOOLS

ARCHITECTURAL / ENGINEERING

SERVICES – CHESAPEAKE CAREER CENTER

REQUEST FOR PROPOSAL

Part 1

Project Background

1.1 INTRODUCTION

Chesapeake Public Schools (also referred to as “the District” and “CPS”) seeks proposals from qualified architectural firms, licensed to do business in the Commonwealth of Virginia, for the purpose of entering into a contract to perform professional services for the identified Chesapeake Public Schools’ project. Through this Request for Proposal (RFP), the District is seeking to identify an Architectural / Engineering Design Team(s) (also referred to as “the A/E”) that can most fully meet the needs of the District as specified in this document and any associated attachments.

Based on enrollment, the District is the seventh largest school district in Virginia. With nearly 40,000 students and

6,000 employees in 47 schools and centers, the District is committed to providing excellence in education for the children of Chesapeake.

1.2 PROJECT SCOPE

The District requires professional architectural and engineering services for replacement of the existing Chesapeake Career Center. The District reserves the right to select one (1) or more qualified architectural firm(s) to meet our need for a new facility.

The Project is intended to provide a facility with a programmed capacity of 700 students at any given time. It is anticipated that there will be a morning set of classes and an evening set of classes, consisting of 700 students each. It will include professional services for programming, design, construction documents, special inspections, and contract administration for all building and site improvements. The design will need to incorporate support for the installation of technology, infrastructure, and hardware being provided by other proposers to meet the District’s standards. The A/E will work with the District to develop programmatic requirements and design concepts that support the most current accepted practices for preparing a future ready workforce with the skills to succeed in their chosen pathways. The A/E will also be expected to design spaces that will provide the greatest amount of adaptability for changes to the facility’s programming as the District’s needs evolve.

The District may build this facility using the Construction Manager at Risk (CMAR) or alternative construction processes. Proposers are responsible for ensuring that all aspects of such a process are adhered to in accordance with state code and District policy. Furthermore, proposers will also need to be prepared to advise the District on best practices in this regard.

Site Description It is the District’s intention to build the project at 727 Clearfield Avenue in Chesapeake, Virginia. The surrounding area is primarily low density residential. A commerce park lies directly to the west of the property. The site is bordered by Clearfield Avenue on its northern exposure and a line of the Norfolk Southern Railway on its western exposure, with single-family residences to the south and east. A Dominion Energy easement extends the length of the western perimeter. The site supports primarily natural turf grasses with a tree line buffering the east perimeter.

At the time of purchase by the District (2001), the site was described as 20 AC, Zoned R-15S and A-1 and appeared to lie in Flood Zone X (2000). The Corps of Engineers (COE) found it to be outside of US jurisdictional waters and wetlands (2000). A limited geotechnical investigation estimated 2000 PSF bearing capacity with strip footings (1997).

Construction procurement methods The District reserves the right to use the Construction Manager at Risk (CMAR) method or other alternative procurement methods to build the Career Center. A/E services shall be required to facilitate professional consulting services associated with research, development, design and construction for the project scope described herein. It will be a requirement of the successful proposer to ensure that the District follows as defined by state code and School Board policy including, but not limited to, the written determination of the CMAR process as defined by Code of Virginia § 2.2-4382. Should there not be enough justification, the District reserves the right to use other delivery methods, including but not limited to, design-bid, building procurement methods for the construction of the building.

Should it be determined that alternative procurement methods are not allowed under code, the selected A/E team will be required to provide documents that will allow the District to procure the building under the Design / Bid / Build method.

During the negotiation stages of the contract, the selected proposer(s) will need to ensure that the additional costs are clearly identified for each procurement method as allowed under state code. The expectation is that separate cost proposals will be presented for each procurement method.

1.3 GUIDELINES

By virtue of submitting a proposal, interested parties are acknowledging:

A. This RFP is a request for Architectural and Engineering Services for the design and to ultimately build a new Career Center.

B. It is the intention of the District to enter into a primary contractual relationship with one (1) or more firms who will serve as the prime proposer(s) responsible for providing the architectural and engineering services. The following provides guidance to proposers who wish to collaborate in their submission.

Offeror(s) responding to this solicitation as (i) associated firms, (ii) a joint venture, (iii) a partnership, or (iv) other entity in which two (2) or more firms will perform the services sought by the RFP and share in the profits and losses (collectively referenced as “RFP Project Partnership”) should provide documentation and information sufficient to enable the Owner to:

• Understand the legal relationships and responsibilities among the participating firms

• Verify that each firm is properly licensed and insured

• Confirm that the RFP Project Partnership has adequate financial resources to complete the project

• Identify which individuals have authority to bind the RFP Project Partnership contractually

Such documentation and information may include:

• Any organizing agreement, operating agreement, corporate charter documents, bylaws, articles of incorporation, organizational chart, or shareholder agreement

• A description of the organization and management structure for the RFP Project Partnership, including details regarding who is authorized to enter into contractual agreements, negotiate, and act on behalf of the RFP Project Partnership

• Evidence that each participant of the RFP Project Partnership satisfies the licensing and / or registration requirements to offer the proposed services in Virginia. Proof of licensure is required before executing any agreements.

• Evidence of the RFP Project Partnership's professional liability insurance coverage. Certificates of insurance meeting the requirements of this RFP will be required before executing any contracts.

• Evidence of each firm's financial condition and stability regarding fulfilling its obligations under the agreement. Information to meet this requirement can be found in Part 4, Section 8 of this RFP.

• Explanation of the RFP Project Partnership’s risk allocation agreement (e.g. joint and several, etc.)

The Owner reserves the right to seek additional information that it deems necessary to determine whether the RFP Project Partnership will adequately protect the Owner’s interests.

C. Unpriced proposals must be submitted for the entire scope of coverage contained in this RFP.

D. The District reserves the right to reject any or all proposals if it determines that proposals are not responsive to the

RFP or if the proposals themselves are incomplete, or deemed not to be in the best interest of the District. The District also reserves the right to meet with proposers to gather additional information. Furthermore, the District reserves the right to delete or add specific related services up until the final negotiation stage.

E. This procurement involves a negotiated contract for professional services as defined in § 2.2-4301 of the Virginia Public Procurement Act. It is anticipated that, once the District identifies two (2) or more fully qualified, responsible, and suitable proposers, and after demonstrations and other evaluative processes, competitive negotiations will take place, beginning with the proposer ranked first, until a fair and reasonable price is reached, and terms and conditions are acceptable to the District. If a contract with the first ranked proposer is not found to be fair, reasonable, and pursuant to the terms found in the RFP, negotiations with the offeror ranked first shall be formally terminated and negotiations conducted with the offeror ranked second, and so on until such a contract can be negotiated at a fair and reasonable price.

F. All proposers submitting proposals agree that their terms are valid for a minimum of 90 days after the proposal due date.

G. All proposers hereby certify that they have carefully examined all of the documents for the project, have carefully and thoroughly reviewed the RFP, understand the nature and scope of the work to be done, and that their proposal is based upon the terms, specifications, requirements, and conditions of the RFP. The proposer further agrees that the performance time specified is a reasonable timeframe, having carefully considered the nature and scope of the project as aforesaid.

H. All questions should be submitted in writing to the buyer whose name appears on the face of the solicitation before 4:00 p.m. Eastern Standard Time on Thursday, June 11, 2026. All questions requiring clarification to the specifications will be answered to the extent possible in the form of addenda. Any oral responses are not official.

Proposers are encouraged to check OpenGov or the District’s website daily up to 48 hours prior to the proposal closing date to check and secure any addenda. Receipt of addenda must be acknowledged on the Letter of Transmittal.

I. When responding to this RFP, follow all instructions carefully. Submit proposal contents according to the outline specified and submit all documents electronically through the OpenGov e-Bidding Platform.

J. This solicitation is subject to the provisions of the District’s purchasing procedures and the Virginia Public

Procurement Act, which are hereby incorporated into this RFP by reference. If the policy or this document conflict with the Virginia Public Procurement, the Virginia Public Procurement Act will take precedence.

K. The District is not responsible for any errors or ambiguities associated with analyzing the proposer’s proposal.

L. It is the intent of the District to award a contract no later than July - August 2026. It is the intent of the District for the successful proposer’s proposal, any additional information requested, and negotiated changes to be incorporated by reference into this agreement. The District will issue a Letter of Intent, Award Letter, and / or Contract for the services procured.

M. The contract term will commence upon award, and expires upon the final completion of all phases of the construction project. The contract may be extended upon mutual agreement of both parties should the project require such an extension. Any change in cost(s) must be negotiated through the District’s Purchasing Department.

Proposed cost changes must be initiated by the successful proposer.

N. It is understood that all matters may not be closed during the above contract term; however, all terms and conditions of the agreement, including all rights and obligations, shall survive until the related work is completed, with the exception of the District’s right to request, and the proposer’s right to provide advice, representation, opinions, etc. for new matters.

1.4 ADDITIONAL INFORMATION

The District reserves the right to ask any proposer to submit information missing from its proposal, to clarify the proposal, in part or in full, and to submit additional information that the District determines desirable. Any such inquiries, if applicable, will only be requested by the Purchasing Department. Any inquiries made by any other person or entity are to be forwarded to the Purchasing Department which will provide direction. Any information or inquiries given to any other entity / person may be grounds for disqualification of your proposal.

Part 2

General Submittal

Requirements

In order to be considered for selection, proposers must provide a complete response to this RFP. RFP proposals are to be submitted electronically exclusively via OpenGov (https://procurement.opengov.com/portal/cpschools). RFP responses must be submitted via OpenGov no later than 4:00 p.m. Eastern Standard Time on Thursday, June 18, 2026.

PREPARATION

Proposals shall be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of this RFP. Emphasis will be placed on completeness and clarity of content. The District shall have no obligation to compensate any proposer for any costs incurred in preparing their proposal to this solicitation.

Follow the format in Part 4 of this RFP to provide the required information. Failure to use this format may result in the proposal not being considered.

The proposer’s proposal shall be signed by an authorized representative of the firm making submission. All information requested shall be submitted. Failure to submit all information required may result in the proposer’s proposal being rejected or a lowered evaluation of their proposal.

If the District requires additional information regarding a firm’s proposal, the Purchasing Department may contact the proposer and provide them with an opportunity to clarify or elaborate on their proposal. No negotiations will be conducted during this time. Any presentations or interviews will be scheduled by the District’s Purchasing Department as outlined in Section 5 of this document. The District reserves the right to conduct multiple interviews and to structure questions / prompts that would best assist the District in selecting the most qualified proposer.

GENERAL TERMS AND CONDITIONS

2.1 ANTI-DISCRIMINATION

By submitting their proposals, proposers certify to the District that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended; 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, gender 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).

In every contract over $10,000, the provisions in A and B below apply:

A. During the performance of this contract, the proposer agrees as follows:

1. The proposer will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the proposer. The proposer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause.

2. The proposer, in all solicitations or advertisements for employees placed by or on behalf of the proposer, will state that such proposer is an equal opportunity employer.

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

https://procurement.opengov.com/portal/cpschools

B. The proposer will include the provisions of A above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or proposer.

2.2 ETHICS IN PUBLIC CONTRACTING (SEC 2.2-4367 ET SEQ. CODE OF VIRGINIA):

By submitting their proposals, proposers certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other proposer, supplier, manufacturer, or subcontractor in connection with their proposal; and that they have not conferred on any public employee having official responsibility for this procurement transaction, any payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

2.3 IMMIGRATION REFORM AND CONTROL ACT OF 1986

By submitting their proposals, proposers certify that they do not and will not during the performance of this contract employ illegal alien workers or otherwise violate the provisions of the Federal Immigration Reform and Control Act of 1986.

The Federal Immigration Reform and Control Act makes it unlawful for a person or other entity to hire, recruit, or refer for a fee for employment in the United States, an alien, knowing the alien is unauthorized to work in the United States. Section 40.1-11.1 of the Code of Virginia makes it unlawful for any employer to knowingly employ an alien who cannot provide documents indicating that he or she is legally eligible for employment in the United States. These laws place an affirmative duty on employers to ensure that aliens have proof of eligibility for employment. In addition, Section 54-72.2 of the Chesapeake City Code requires that any person or entity doing business with the City of Chesapeake, including its boards and commissions, shall provide a sworn certification by the contractor or proposer of compliance with all federal immigration laws and regulations. The District requires a completed Certificate of Compliance with Immigration Laws and Regulations form for transactions that total more than $50,000. This certificate shall be attached to the contract document, if applicable (Attachment B).

2.4 CERTIFICATE OF COMPLIANCE REGARDING CERTAIN OFFENSES

Code of Virginia § 22.1-296.1 requires that prior to awarding a contract, the contractor and the contractor’s employees who may be in direct contact with students in the performance of the contract certify that both the contractor and the contractor’s employees have not been convicted of any violent felony set forth in the definition of barrier crime in Subsection A of § 19.2-392.02. This certificate shall be attached to the contract document, if applicable. (Attachment A).

2.5 DEBARMENT STATUS

In compliance with this RFP and to all the conditions imposed therein and hereby incorporated by reference, the proposer offers, and agrees to furnish services requested in this solicitation. The proposer attests their firm is not currently debarred or otherwise declared ineligible by any agency of the Federal, State, and / or Local Government, the Commonwealth of Virginia, or any locality in the State of Virginia, from contracting to provide the goods and / or services requested herein, nor is it an agent of any person or entity that is currently so debarred.

2.6 ANTITRUST

By entering into a contract, the proposer conveys, sells, assigns, and transfers to the District all rights, title and interest in and to all causes of the action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the District under said Contract.

2.7 REQUIRED FORMAT AND TERMS AND CONDITIONS

Failure to submit a proposal utilizing the format provided in Part 4 of this RFP might be a cause for rejection of the proposal. Modification of or additions to the General Terms and Conditions of the solicitation may be cause for rejection of the proposal; however, the District reserves the right to decide, on a case-by-case basis, at its sole discretion, whether to reject such a proposal.

2.8 PRECEDENCE OF TERMS

In the event there is a conflict between the other required General Terms and Conditions and any Special Conditions in this solicitation, the Special Conditions shall apply.

2.9 QUALIFICATIONS OF PROPOSERS

The District may make such reasonable investigations as deemed proper and necessary to determine the ability of the proposer to perform the services and / or furnish the goods required, and the proposer shall furnish to the District all such information and data for this purpose as may be requested. The District reserves the right to inspect the proposer’s physical facilities prior to award to satisfy questions regarding the proposer’s capabilities.

The District further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such proposer fails to satisfy the District that such proposer is properly qualified to carry out the obligations of the contract and to provide the services and furnish the goods contemplated therein.

2.10 ASSIGNMENT OF CONTRACT

The proposer shall not assign any right, nor delegate any duty for the work (in whole or part) proposed pursuant to this RFP document including, but not limited to, selling or transferring the contract by way of merger with another firm or otherwise transfer ownership without the prior written consent of the District.

2.11 DEFAULT

In case of failure to deliver goods and / or services in accordance with the contract terms and conditions, the District, after due written notice, may procure them from other sources and hold the proposer responsible for any resulting additional purchases and administrative costs. This remedy shall be in addition to any other remedies, which the District may have. Any proposer judged non-responsive or in default will be removed from the District’s bidders list for a minimum of one (1) year or one (1) bid cycle, whichever is longer. If reinstatement to the bidders’ list is possible, reinstatement can only occur after a meeting between the proposer and a representative of the Chesapeake Public Schools’ Purchasing Department in which the proposer supplies appropriate documentation that the original problem resulting in debarment has been corrected.

2.12 CHANGES TO THE CONTRACT

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

A. The parties may agree in writing to modify the scope and terms of the contract only in an agreement signed by the parties. An increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as part of their written agreement to modify the scope of the contract and must accord with the requirements of § 2.2-4363 of the Code of Virginia.

B. The District may order changes within the general scope of the contract at any time by written notice to the vendor. Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of installation. The vendor shall comply with the notice upon receipt of the written approval of the District. The vendor shall be compensated for any additional costs incurred as the result of such order and shall give the District a credit for any savings. Said compensation shall be determined by one (1) of the following methods:

1. By mutual agreement between the parties in writing; or

2. By agreeing upon a unit price set forth in the contract, if the work to be done can be expressed in units, and the vendor accounts for the number of units of work performed, subject to the Purchasing Department’s right to audit the vendor’s records and/or to determine the correct number of units independently; or

3. By ordering the vendor to proceed with the work and keep record of all costs incurred and savings realized. A markup of overhead and profit may be allowed if provided by the contract.

The same markup shall be used for determining a decrease in price as the result of savings realized. The vendor shall present the Purchasing Department with all vouchers and records of expenses incurred and savings realized. The Purchasing Department shall have the right to audit the records of the vendor, as it deems necessary to determine the cost or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the Purchasing Department within 30 days from the date of receipt of written order from the Purchasing Department.

2.13 TERMINATIONS

A. Termination for Cause If the vendor should breach the contract or fail to perform the services required by the contract, the District may terminate the contract for cause by giving a 30-day written notice or may give the vendor a stated period of time within which to remedy its breach of contract. If the vendor shall fail to remedy the breach within the time allotted by the District, the contract may be terminated by the District at any time thereafter upon written notice to the vendor or, in the alternative, the District may give such extension of time to remedy the breach as the District determines to be in its best interest. The District’s forbearance by not terminating the contract for a breach of contract shall not constitute a waiver of the District’s right to terminate nor acquiescence in future act or omissions by the vendor of a like nature. If the contract is terminated for cause, breach of contract or failure to perform, the vendor may be subject to a claim by the District for the costs and expenses incurred in securing a replacement vendor to fulfill the obligations of the contract. Vendors judged to be non-responsive/in breach of contract will be removed from the bidders’ list for a minimum of one (1) year or one (1) bid cycle, whichever is longer. If reinstatement to the bidders’ list is possible, reinstatement can only occur after a meeting between the vendor and a representative from the District’s Purchasing Department in which the vendor demonstrates that the unsatisfactory condition/ action has been corrected.

B. Termination for Convenience

The contract may be terminated by the District in whole or in part for the convenience of the District without a breach of contract by delivering to the vendor a written notice of termination specifying the extent to which performance under the contract is terminated and the effective date of the termination.

Such notification shall be with a minimum of a 60-day notice. If the contract is terminated in whole or in part for the convenience of the District, the vendor shall be entitled to those fees earned for work done prior to the notice of termination and thereafter shall be entitled to any fees earned for work not terminated, but shall not be entitled to lost profits for the portions of the contract which were terminated. The vendor will be compensated for reasonable costs or expenses arising out of the termination for the convenience of the District for delivery to the District of all products of the services for which the vendor has or will receive compensation.

C. Delivery of Materials

Any contract cancellation notice shall not relieve the vendor of the obligation to deliver to the District all products of the services for which the vendor has been or will be compensated. Unless otherwise agreed to in writing, the vendor shall deliver the materials to the District within 30 days of the Notice of Termination of the Contract. Failure to do so may result in action for “breach of contract”, “failure to perform”, or specific performance of the contract.

D. Compensation Due the Vendor

Upon such termination, the vendor shall be entitled to the compensation accrued to the date of termination. Payment of the balance of the accrued compensation shall be dependent on the vendor providing the required project material to the District. Said fees, which have been earned, shall be billed to the District in accordance with the normal billing process, but in no case later than 60 days after the last work is performed. Any termination by the District for default, found by a court of competent jurisdiction not to have been justified as a termination for default, shall be deemed a termination for the convenience of the District. The vendor shall submit invoices for all such amounts in accordance with the normal billing process, but in no event later than 60 days after all services are performed. All amounts invoiced are subject to deductions for amounts previously paid. All payments due the vendor under this contract are subject to appropriation by the District.

2.14 DEBARMENT AND PROHIBITED CONTRACTS

In accordance with §2.2-4321 and 4321.1 of the Code of Virginia, a prospective contractor may be debarred or prohibited from contracting for particular types of supplies, services, insurance, or construction for specific periods of time.

The following sets forth the purpose, causes, procedures for debarring a prospective contractor, and the reinstatement of a contractor.

A. Purpose of debarment is to protect the school system from risks associated with awarding contracts to a contractor having exhibited an inability or unwillingness to fulfill contractual requirements and/or the unsatisfactory performance of a contract and to protect the interest and integrity of the procurement process. The seriousness of the contractor’s acts or omissions showing non-responsibility; the ability and willingness of the contractor to promptly correct them; any mitigating factors; and the public interest should be considered in making any debarment decision. Contractors meeting the above may be debarred for a period of (1) one year or (1) one bid period cycle whichever is longer.

B. Causes for debarment may include, but are not limited to, the following acts:

1. Conviction of or civil judgment against the contractor or any of its principals or affiliates within the last five (5) years for:

a. Commission of fraud or a criminal offense in connection with (i) obtaining, (ii) attempting to obtain, or (iii) performing a public contract or subcontract.

b. Violation of federal or state criminal statutes or civil antitrust, false claim, or procurement laws.

c. Commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, receiving stolen property, or other offense involving moral turpitude.

d. Commission of any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of a government contractor or subcontractor.

2. Failure to have an effective business ethics and compliance training and reporting program in place for officers and employees.

3. Listing on the Excluded Parties List (EPLS) maintained by the General Services Administration.

This includes any debarment that may have taken place at the state and local levels.

4. Subcontracting with a business concern, organization, entity, or person that has been debarred by any Agency or Department of the Commonwealth of Virginia, or which is listed on the EPLS.

5. Failure to collect and/or remit taxes may result in prohibition from contracting with the school system as set forth in §2.2-4321.1

C. Procedures governing the debarment decision making process are designed to be consistent with principles of fundamental fairness:

1. The Director of Purchasing, shall notify the contractor by certified mail, return receipt requested, that debarment is being considered. This notice shall include:

a. The reasons for the proposed debarment in terms sufficient to put the contractor on notice of the circumstances upon which it is based;

b. The procedures the contractor may take to examine evidence of the proposed debarment;

c. The contractor may submit to the Director of Purchasing, within thirty (30) calendar days after receipt of notice, written information and argument to the proposed debarment, including any additional specific information that raises a genuine dispute over a material fact.

d. The contractor may also submit information and materials showing (i) that it had an effective business ethics and compliance training and reporting program in place for officers and employees; (ii) the steps it has taken to address the conduct giving rise to the proposed debarment including, but not limited to, disciplinary action, restitution, restructuring, and additional internal controls and training; and (iii) its cooperation with government authorities and investigators.

e. Prior to the issuance of a written determination of debarment, the Director of Purchasing shall (i) notify the contractor in writing of the results of the evaluation, and

(ii) disclose the factual support for the determination. The contractor shall have ten (10) business days for rebuttal.

f. The Director of Purchasing shall issue its written determination of disqualification based on all information in the possession of Chesapeake Public Schools, including any rebuttal information, within ten (10) business days of the date the Director of Purchasing received such rebuttal information.

g. Debarment shall commence upon notification.

2.15 TAXES

Sales to the District are normally exempt from state sales tax. State sales and use tax certificates of exemption, Form ST-12, will be issued upon request. Deliveries against this contract shall usually be free of Federal excise and transportation taxes. The District’s excise tax exemption registration number is 54-0972327.

2.16 INSURANCE

By signing and submitting a proposal under this solicitation, the vendor certifies that if awarded the contract, it will furnish a Certificate of Insurance(s) certifying the following minimum insurance coverages are in effect at the time the contract is awarded, and will submit subsequent certifications upon policy renewals. For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. The vendor further certifies that the vendor and any subcontractors will maintain these insurance coverages during the entire term of the contract and that all insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

INSURANCE COVERAGE AND LIMITS REQUIRED:

The District reserves the right to review and revise any insurance requirements, including limits, coverages and endorsements, based upon insurance market conditions affecting the availability and affordability of coverage.

Additionally, the District reserves the right to review and reject any insurance policies, certificates of insurance, or insurer failing to meet the criteria stated herein. The District must be named as an additional insured and receive the endorsements to the required policies.

Minimum Limits

A. Workers’ Compensation – Statutory limits, statutory requirements and benefits require that the District be added as an additional named insured party on proposer’s policy. (Including coverage under United States Longshoremen’s and Harbor Workers Act, where applicable).

B. Employer’s Liability - $1,000,000

C. Commercial General (Public) Liability - $1,000,000 per occurrence, $2,000,000 general aggregate.

Commercial General Liability is to include Premises/Operations Liability Products and Completed Operations Coverage, and Independent Contractor’s Liability or Owner’s and Contractor’s Protective Liability.

D. Automobile Liability - $1,000,000 per occurrence. The District must be named as an additional insured and receive the endorsements to the required policies.

E. Malpractice / Professional Liability / Errors and Omissions Coverage - $2,000,000 per occurrence or claim, $2,000,000 aggregate.

The successful vendor must obtain the applicable insurance coverage prior to the award of a contract and must maintain said coverage for the duration of the contract. The successful firm will provide a certificate of insurance naming Chesapeake Public Schools as an additional insured prior to the execution of any contract document. Failure to provide shall be justification to retract the award.

2.17 MINORITY BUSINESS ENTERPRISE UTILIZATION

It is the desire of the District to contribute to the establishment, preservation, and strengthening of minority businesses (as defined by the Code of Virginia, Section 2.1-64.32:1), small businesses, and women-owned businesses. Towards that end, The District encourages vendors to provide for the participation of minority businesses, small businesses, and businesses owned by women through partnerships, joint ventures, subcontracts, and other contractual opportunities. If the total amount of the contract exceeds $100,000, the vendor may be asked to complete and submit with its request for final payment, a report describing the Utilization/Participation of Small Businesses and Businesses Owned by Women and Minorities in the work on this Contract.

2.18 DRUG-FREE WORKPLACE

During the performance of this contract, the proposer agrees to (i) provide a drug-free workplace for the proposer’s employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the proposer’s workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the proposer that the proposer maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provision will be binding upon each subcontractor or proposer.