ACPS RFP Elementary School Painting (SA 2 9 2024).pdf

AMELIA COUNTY SCHOOL BOARD

8701 OTTERBURN ROAD

AMELIA COURT HOUSE, VA 23002

REQUEST FOR PROPOSAL

RFP # 02122024

Amelia County Elementary School Painting

02/12/2024

ISSUE DATE: February 13, 2024

DUE DATE: March 1, 2024

TIME: 4:00 PM

RFP #: 02122024

ISSUING AGENCY: Amelia County School Board

CONTACT: Bo Lynch Director of Operations Amelia County Public Schools 8701 Otterburn Rd Amelia, VA 23002 blynch@ameliaschools.com

Amelia County School Board solicits proposals from qualified firms to paint the interior and exterior of Amelia County Elementary School.

All proposals in response to this Request for Proposal and any resulting contract shall be consistent with and governed by the Virginia Public Procurement Act.

All proposals shall be turned in no later than 4:00 P.M. EST on March 1, 2024 to the Amelia County School Board Office located at 8701 Otterburn Road, Amelia, Virginia 23002 or by mailing to 8701 Otterburn Rd, Amelia, Virginia 23002. If proposals are sent via a mailing service or hand delivered, please address the proposals to the School Board at the address above. Any proposals that are submitted by e-mail, phone, or facsimile shall not be considered. Any proposals received after the deadline shall be deemed non-responsive and returned unopened. It is the Offeror’s sole responsibility to ensure all information; including addendums are complete and delivered on time. If Amelia County School Board closes its offices due to inclement weather, scheduled receipt of proposals will be extended to the next business day, same time.

A. Competitive Negotiation.

This procurement shall utilize competitive negotiation, pursuant to §§ 2.2-4302.2 and 2.2-4303.

The Amelia County School Board has determined in writing that, pursuant to Virginia Code § 2.2- 4303(D)(2), competitive sealed bidding is not practicable nor is it fiscally advantageous to the public.

B. Communications Prior to the Response Deadline.

mailto:blynch@ameliaschools.com

Any communications pertaining to the scope of work, the preparation or submittal of a proposal, and all other communications referred to this solicitation must be made in writing to:

Bo Lynch Director of Operations Amelia County Public Schools 8701 Otterburn Rd Amelia, VA 23002 blynch@ameliaschools.com

Any revisions to the solicitation will be made only by addendum issued by the procurement representative and posted https://amelia.k12.va.us. Responses to questions from prospective offerors will be posted at the same location. Notifications regarding specifications or questions regarding the procurement may not be considered if received in less than seven (7) business days of the date set for receipt of proposals.

ACPS intends to enter a contract for the services solicited under this RFP with a competent, responsive, responsible firm(s) after using the competitive negotiation process as authorized by the Virginia Public Procurement Act, specifically including Virginia Code Sections 2.2-4301, 2.2-4302.2 and 2.2-4303. The RFP outlines ACPS’s process for selecting the best proposal plus the major elements of the subsequent contract resulting from this selection. ACPS will base its recommendation on the “Evaluation Criteria” set forth in this RFP along with past performance and references of each Offeror.

ACPS may cancel this Request for Proposals or reject proposals at any time prior to an award and is not required to furnish a statement of the reason why a particular proposal was not deemed to be the most advantageous. See Virginia Code § 2.2-4359(D). Should ACPS determine in writing and in its sole discretion that only one (1) Offeror is fully qualified, or that one (1) Offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that Offeror.

mailto:blynch@ameliaschools.com

1. BACKGROUND INFORMATION

Amelia County Public Schools (ACPS) seeks to procure the services of one or more qualified painting companies to paint the interior and exterior of Amelia County Elementary School.

ACPS does not discriminate on the basis of race, religion, color, sex, national origin, age, or disability, or against faith-based organizations as defined under the VPPA on the basis of such organization’s religious or charitable character. Reasonable accommodations will be provided to person with disabilities, if required.

This procurement is governed by the procedures of the VPPA and the procurement procedures of ACPS. Where applicable, the meaning of a word or phrase used herein shall be the meaning given in the VPPA. Specifically, this procurement of professional services will follow the procedures in § 2.2-

4302.1 of the Code of Virginia. There is no expressed or implied obligation for ACPS to reimburse responding firms for any expenses incurred in preparing proposals in response to this request.

2. DESCRIPTION OF PROJECT /PURPOSE

The purpose of this RFP is to establish a lump sum contract with one or more qualified firms for interior and exterior painting of Amelia County Elementary School, in accordance with the RFP specifications.

The division will select and negotiate with a firm according to the Competitive Negotiation Procedures for Professional Service as outlined in the VPPA. The goal is to enter into a contract with one or more selected firms for this project. Work under this Agreement will commence once a Notice to Proceed and/or a PO is issued and through final close out of the project. Paint colors will be provided before or during the mandatory pre proposal meeting.

3. SCOPE OF SERVICE

A. General

1. Provide all supervision, parts, labor, tools, travel, materials, equipment, delivery, resources and warranty as may be required for 100% coverage. Work shall be professional and include the maximum warranties. Work includes but is not limited to: paint all existing painted walls, ducts, cove base, metal doors, prep surfaces, repair drywall and block holes/cracks up to 1.5”, sand, tape, spray and roll applications.

B. Approved Product

1. Sherwin Williams Pro-Industrial Water Based Alkyd Urethane Enamel Semi-Gloss and Sherwin Williams Pro-Industrial Pre-Cat Epoxy Semi-Gloss

C. Contractor Responsibility

1. Prospective offerors shall attend the mandatory pre-proposal walk-through and be familiar with all job conditions and measurements to its satisfaction prior to submitting its proposal. All measurements are the sole responsibility of the contractor.

2. Scheduling requirements:

The contractor shall coordinate the days and hours of work in accordance with 2023-2024 school and event calendars. All work must be complete by June 30, 2024.

3. School session hours: Monday – Friday 7:30AM – 4:30PM.

The division calendar can be found at https://core-docs.s3.amazonaws.com/documents/asset/uploaded_file/4193/Amelia_PS/3398169/ACPS_20 23-2024__Instructional_Calendar-_Revised_3-13-23.pdf. Work on weekends and holidays will be permitted to meet the deadline.

4. Contractor must provide proof of current license from the Department of Professional and Occupational Regulation, Title 54.1, Chapter 11 of the Virginia Code.

5. If awarded the contract, the contractor must provide a current certificate of insurance demonstrating that the contractor has the coverage levels and amounts required by the RFP.

D. Painting

1. Paint shall be applied in strict accordance with the manufacture’s recommendations and not diluted.

2. Contractor will furnish all paint, supplies and materials necessary to ensure the successful completion of this job.

3. All surfaces must be prepared to paint manufacturer’s specifications before application.

4. All loose paint will be removed with a scraper.

5. All glossy areas must be dulled with sandpaper or steel wool. All surfaces to be painted must be dry, free of dirt, mildew, loose paint, excessive caulk, oil, grease or other foreign matter.

6. All staples, tape, thumbtacks and nails must be removed. All holes will be filled and cracks caulked up to 1.5”.

7. Contractor will be responsible for cleanup of job-site, removal and disposal of all trash.

8. Contractor will be responsible for replacing all items removed from area prior to painting.

9. ACPS will pull furniture away from walls 3 feet to allow contractor room to complete work.

E. Individual Areas

1. Halls - Hallways are to be painted in Sherwin Williams Pro Industrial pre-cat epoxy Semi- Gloss. Trim and jambs are to be painted in Sherwin Williams using Pro-Industrial Water-based Alkyd Urethane Enamel Semi-Gloss.

2. Classrooms\Storage Rooms – Classroom\Storage room walls are to be painted in Sherwin Williams Pro Industrial pre-cat epoxy Semi-Gloss. Classroom\Storage room trim and jambs are to be painted in Sherwin Williams using Pro-Industrial Water-based Alkyd Urethane Enamel Semi-Gloss. Classroom accent wall will be painted in Sherwin Williams Pro Industrial pre-cat epoxy Semi-Gloss. Cubbies are to be painted in Sherwin Williams Pro Industrial pre-cat epoxy Semi-Gloss.

https://core-docs.s3.amazonaws.com/documents/asset/uploaded_file/4193/Amelia_PS/3398169/ACPS_2023-2024__Instructional_Calendar-_Revised_3-13-23.pdf https://core-docs.s3.amazonaws.com/documents/asset/uploaded_file/4193/Amelia_PS/3398169/ACPS_2023-2024__Instructional_Calendar-_Revised_3-13-23.pdf https://core-docs.s3.amazonaws.com/documents/asset/uploaded_file/4193/Amelia_PS/3398169/ACPS_2023-2024__Instructional_Calendar-_Revised_3-13-23.pdf

3. Library - Walls are to be painted in Sherwin Williams Pro Industrial pre-cat epoxy Semi- Gloss. Trim and jambs will be painted in Sherwin Williams using Pro-Industrial Water-based Alkyd Urethane Enamel Semi-Gloss.

4. Cafeteria - Cafeteria walls are to be painted with Sherwin Williams Pro Industrial pre-cat epoxy Semi-Gloss. Trim and jambs are to be painted in Sherwin Williams using Pro-Industrial Water-based Alkyd Urethane Enamel Semi-Gloss.

5. Office - Office area walls are to be painted in Sherwin Williams Pro Industrial pre-cat epoxy Semi-Gloss. Trim and jambs are to be painted in Sherwin Williams using Pro-Industrial Water-based Alkyd Urethane Enamel Semi-Gloss.

6. Restrooms - Walls are to be painted in Sherwin Williams using Pro Industrial pre-cat epoxy Semi-Gloss. Trim and jambs are to be painted in Sherwin Williams using Pro-Industrial Water-based Alkyd Urethane Enamel Semi-Gloss.

7. Exterior Door and Columns – Doors are to be painted in Sherwin Williams using Pro- Industrial Water-based Alkyd Urethane Enamel Semi-Gloss. Columns are to be painted in Sherwin Williams using Pro-Industrial Water-based Alkyd Urethane Enamel Semi-Gloss.

8. Gym - Walls are to be painted in Sherwin Williams using Pro Industrial pre-cat epoxy Semi- Gloss. Trim and jambs are to be painted in Sherwin Williams using Pro-Industrial Water-based Alkyd Urethane Enamel Semi-Gloss. Block areas are to be painted Walls are to be painted in Sherwin Williams using Pro Industrial pre-cat epoxy Semi-Gloss. Cross beams are to be painted in Sherwin Williams using Pro-Industrial Water-based Alkyd Urethane Enamel Semi- Gloss.

F. Warranty of Materials and Workmanship

1. The contractor warrants that, unless otherwise specified, all materials and equipment incorporated in the work under the contract shall be new, in first class condition, and in accordance with the contract documents. The contractor further warrants that all workmanship shall be of the highest quality and in accordance with contract documents and shall be performed by persons qualified at their respective trades.

2. Work not conforming to these warranties shall be considered defective.

3. This warranty of materials and workmanship is separate and independent from and in addition to any of the contractor’s other guarantees or obligations in this contract.

4. Contractor shall warranty against cracking, peeling and poor workmanship. At a minimum, the interior warranty shall be for 3 years and the exterior for 1 year, both warranties are all inclusive.

4. TERM OF CONTRACT

The term of this contract shall be from March 12, 2024 until June 30, 2024. Pricing shall remain firm for the contract period. There are no extension periods for this contract.

5. ANTICIPATED SCHEDULE

RFP Issued February 13, 2024

Mandatory Pre-Proposal Meeting February 21, 2024 3:30 PM

Deadline for Questions February 27, 2024

Proposal Due Date and Time March 1, 2024 4:00 PM

School Board Approval March 11, 2024

Issuance of NTP/PO March 12, 2024

Substantial Completion N/A

Final Completion June 30, 2024

6. PROPOSAL PREPARATION

A. Offerors must submit one (1) original, and one (1) hardcopy of the Proposal Requirements and Non-Collusion Statement with signature, and all addenda acknowledgments, if any, signed and filled out as required. Proposals are due on March 1, 2024 by 4:00 P.M.

B. Proposal Format.

1. The proposals are to be submitted in a format that allows uniform review and easy access to information by the evaluation committee. A table of contents shall be provided, and pages and exhibits numbered in an organized manner. All proposals shall provide a delineation of capabilities to satisfy the requirements of this request. Emphasis should be on completeness and clarity of content.

2. Except as otherwise provided, and in accordance with Virginia Code § 2.2-4342, all proceedings, records, contracts, and other public records relating to ACPS’s procurement transactions shall be open to the inspection of any citizen, or any interested person, firm, or corporation, in accordance with the Virginia Freedom of Information Act (Virginia Code § 2.2- 3700 et seq.). Proposals shall not be available for inspection by Offerors until interviews, if scheduled, are completed. After award, all proposals become a matter of public record and are available for inspection by the public, except those portions of the proposals that were properly and timely identified as proprietary and/or copyrighted, and thus not subject to the Virginia Freedom of Information Act.

3. Any contact with any ACPS representative, other than that outlined above, concerning this RFP is prohibited. Such unauthorized contact may disqualify an Offeror from this procurement.

4. ACPS will assume no responsibility for oral instruction or interpretation. Any question regarding the procurement solicitation shall be in writing.

5. Each Offeror shall be prepared, if so requested by ACPS, to present evidence of their experience, qualifications and financial ability to carry out the terms of the Contract.

C. Proposal must include:

1. Attachments A-E

2. Completed W-9

3. Valid Virginia Contractor’s License (Class A, if award amount is over $120,000)

D. Proposal shall be delivered to 8701 Otterburn Rd, Amelia, Virginia 23002, in a sealed envelope or package. The envelope or other containing enclosing the proposal must have the RFP number, offeror’s name and address printed on the outside of the envelope or package.

7. EVALUATION AND AWARD CRITERIA

A. Evaluation Criteria

It is the intent to award to the offeror or offerors deemed to have made the best proposal and provides the best value.

ACPS reserves the right to award a contract or to reject any or all proposals and to waive any informality in proposals received whenever such rejection or waiver is in the best interest of the school division. These criteria are to be utilized in the evaluation of qualifications for development of the short list of those Offerors to be considered for interviews and/or potential negotiations.

1. The ability, capacity and skill of the offeror to perform the contract or provide the service required;

2. Whether the offeror can perform the contract or provide the service promptly, or within the time specified, without delay or interference;

3. The character, integrity, reputation, judgment, experience and efficiency of the offeror;

4. The quality of performance of previous contracts or services;

5. The previous and existing compliance by the offeror with laws and ordinances relating to the contract or services;

6. The sufficiency of the financial resources and ability of the offeror to perform the contract or provide the service;

7. The quality, availability and adaptability of the goods or services to the particular use required;

8. Lowest pricing, quality goods and services, availability, warranty, return policy and service are factors in awarding this contract. ACPS reserves the right to:

a. accept other than the lowest price

b. waive minor defects or technicalities, formalities and informalities

c. award either in whole or in part, whichever is deemed in the best interest of ACPS

d. reject any or all proposals, in whole or in part, to waive any informality and to delete items prior to making the award, whenever it is deemed in the sole opinion of ACPS to be in its best interest

e. request the submission of proposal modifications at any time before the award is made.

Alter the scope of work reasonably and proposal documents until a contract is executed.

This is an accepted practice if all proposals are over budget.

B. Award of the Contract

The following documents shall be incorporated by reference in the resulting contract and become a part of said contract:

1. RFP and Attachments A-E

2. General/Special Conditions/Terms and Instructions to Offerors

3. Special Provisions and Specifications

4. Attachment Pricing Schedule

5. Any Addenda/Amendments/Memoranda of Negotiations

6. Contract and/or Purchase Order

8. QUESTIONS

Questions pertaining to the Scope of Service must be received in writing at the Amelia County School Board Office, to:

Bo Lynch Director of Operations Amelia County Public Schools 8701 Otterburn Rd Amelia, VA 23002 blynch@ameliaschools.com

SPECIAL TERMS AND CONDITIONS:

A. Certificate Of Compliance: As a condition of any Contract awarded and prior to Notice of Award, the Bidder/Contractor must certify, by executing Attachment B, that neither the Contractor, any employee of the Contractor, nor any other person who will provide services under the Contract and will have direct contact with students on school property during regular school hours or school- sponsored activities, have been convicted of a felony or any offense involving the sexual molestation or physical or sexual abuse or rape of a child. Offeror further acknowledges that such certification shall be binding on the Bidder/Contractor throughout the term of any Contract, including renewals or extensions, thereof, and agrees to provide immediate notice to ACPS of any event which might render such certification untrue, including the arrest indictment, or investigation of any individual providing such services.

Bidder/Contractor acknowledges that, pursuant to Virginia Code § 22.1-296.1(A), any person making a materially false statement on this certification, shall be guilty of a Class 1 misdemeanor, and upon conviction, the fact of such conviction shall be grounds for revocation of the contract or purchase order, B. Extra Charges Not Allowed: The proposed fees shall be for the complete services: e.g., travel, phone calls, supplies, printing (ACPS will not pay for document/drawing review copies), insurance, etc. Extra charges will not be allowed. Contractor will not be permitted to add any administration fee for services obtained by any other contractor to include not limited to professional engineers and printing of proposal documents/drawings.

C. Fees: Negotiated fees shall be in the form of firm fixed fees throughout the contract and shall include salary, benefits, profit, and all other expenses for overhead, insurance, equipment, etc.

D. Insurance: By signing and submitting a proposal under this solicitation, the Offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the work commences. Additionally, Offeror certifies that it will maintain these during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. During the period of the contract, Contractor is to furnish certificates of insurance for the coverage required by the ACPS and the Commonwealth of Virginia as indicated below:

a. Workers Compensation – Statutory requirements and benefits.

b. Employer’s Liability - $100,000.

c. Commercial General Liability - $1,000,000 combined single limit coverage with $2,000,000 general aggregate covering all premises and operations and including Personal Injury, Completed Operations, Contractual Liability, and where applicable to the project (as determined by ACPS), Products and Independent Contractors. The general aggregate limit shall apply to this project. Amelia County School Board is to be named as an additional insured with respect to the services being provided.

d. Automobile Liability - $1,000,000 per occurrence.

e. Professional Liability & Errors and Omissions

i. Architecture, Professional Engineer: $2,000,000 per occurrence, $4,000,000 aggregate.

ii. Surveying: $1,000,000 per occurrence, $1,000,000 aggregate

E. Obligation of Offeror: By submitting a proposal, the Offeror covenants and agrees that it is satisfied, from its own investigation of the conditions to be met, that it fully understands its obligation and that it will not make any claim for, or have right to cancellation or relief from the contract because of any misunderstanding or lack of information.

F. Ownership of Material: Ownership of all data, material and documentation originated and prepared by the Offeror and successful Contractor for ACPS pursuant to this solicitation and any resulting contract shall belong exclusively to ACPS and be subject to public inspection in accordance with the Virginia Freedom of Information Act or other applicable law.

G. Prime Contractor Responsibilities: The Contractor shall be responsible for completely supervising and directing the work under this contract and all subcontractors that it may utilize, using its best skill and attention. Subcontractors who perform work under this contract shall be responsible to the prime Contractor. The Contractor agrees to be fully responsible for the acts and omissions of its subcontractors and of persons employed by them as it is for the acts and omissions of its own employees.

H. Subcontracts: No portion of the work shall be subcontracted without prior written consent of ACPS. In the event that the Contractor desires to subcontract some part of the work specified herein, the Contractor shall furnish ACPS the names, qualifications, and experience of its proposed subcontractors.

The Contractor shall, however, remain fully liable and responsible for the work to be done by its subcontractor(s) and shall assure compliance with all requirements of the contract.

AMELIA COUNTY SCHOOL BOARD GENERAL TERMS AND CONDITIONS

These general terms, conditions and instructions apply to all purchases and are a part of each solicitation and every contract awarded by Amelia County School Board, unless otherwise specified in such solicitation or contract. The Purchasing Office is responsible for the purchasing activity of Amelia County Public Schools and its governing body, the Amelia County Public School Board. The term “ACPS” as used herein refers to the contracting entity which is the signatory on the contract and may be either ACPS, or the Amelia County School Board, or both. Offeror or its authorized representatives are expected to inform themselves fully as to the conditions, requirements, and specifications before submitting proposals – FAILURE TO

DO SO WILL BE AT THE OFFEROR’S OWN RISK.

These general terms, conditions and instructions are subject to all applicable federal, state and local statutes, policies, resolutions, and regulations (collectively “laws”), and are to be interpreted so as to be consistent with such laws. In the case of irreducible conflict, these general terms and conditions are preempted by applicable laws.

AUTHORITY

1. The Director of Operations has been delegated authority for issuance of request for proposals, modifications, purchase orders and awards approved by and for ACPS. In the discharge of these responsibilities, the Director of Operations may be assisted by delegating to Buyers and other Purchasing Office staff. Unless specifically delegated by the Director of Operations, no other ACPS officer or employee is authorized to enter into purchase negotiations, change orders, contracts, or in any way obligate ACPS for indebtedness. Any purchase order or contract made which is contrary to these provisions and authorities shall be of no effect and void, and ACPS shall not be bound thereby.

CONDITIONS OF OFFERING A PROPOSAL

2. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, ACPS will publicly post such notice on the web at http://amelia.k12.va.us

3. DEBARMENT STATUS: By submitting its proposal, the Offeror certifies that he/she is not currently debarred by the Commonwealth of Virginia or ACPS from submitting proposals on contracts for the type of goods and/or services covered by this solicitation, nor is the Offeror an agent of any person or entity that is currently so debarred.

4. ETHICS IN PUBLIC CONTRACTING: By submitting its proposal, the Offeror certifies that its proposal is made without collusion or fraud and that it has not offered or received any kickbacks or inducements from any other Offeror, supplier, manufacturer or subcontractor in connection with its proposal, and that it has 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.

5. INCLEMENT WEATHER: Due to inclement weather conditions, ACPS may elect to close schools and administration offices.

5.1. In the event of a delay school opening, all times shall remain as stated in the Request for Proposal.

http://amelia.k12.va.us/

5.2. In the event that ACPS closes, any optional/mandatory pre-proposal conference and all proposal openings will be held on the next business day the ACPS experiences a normal opening. In the event of a delayed opening activity will be held at the time previously scheduled. No exceptions will be made.

6. LATE PROPOSALS: To be considered for selection, proposals must be received by the ACPS Purchasing Office by the designated date and hour. The official time used in the receipt of proposals is that time on the automatic time stamp machine in the Purchasing Office. Proposals received in the Purchasing Office after the date and hour designated are late, automatically disqualified and will not be considered.

ACPS is not responsible for delays in the delivery of mail by the U.S. Postal Service, private couriers, or the intra-school mail system or delivery by any other means. It is the sole responsibility of the Offeror to ensure that its proposal reaches the Purchasing Office by the designated date and hour.

7. MANDATORY USE OF ACPS FORM AND TERMS AND CONDITIONS: Failure to submit a proposal in the format as required by the Request for Proposals may be cause for rejection of the proposal.

Modification of or additions to the General and/or Special Terms and Conditions of this solicitation may be cause for rejection of the proposal; however, the Director of Operations reserves the right to decide, on a case by case basis, in their sole discretion, whether to reject such a proposal as non-responsive. As a precondition to its acceptance, ACPS may, in its sole discretion, request that the Offeror withdraw or modify any additions or deletions to the proposal that render it nonresponsive.

8. OBLIGATIONS OF OFFEROR: By submitting a proposal, the Offeror covenants and agrees that it is satisfied, from its own investigation of the conditions to be met, that it fully understands its obligation and that it will not make any claim for, or have right to cancellation or relief from the contract because of misunderstanding or lack of information.

9. OFFICIAL NOT TO BENEFIT:

9.1. Each Offeror certifies by signing a proposal that to the best of its knowledge no ACPS official or employee having official responsibility for the procurement transaction or member of his/her immediate family has received or will receive any financial benefit of more than nominal or minimal value relating to the award of this contract. If such a benefit has been received or will be received, this fact shall be disclosed with the proposal or as soon thereafter, as it appears that such a benefit will be received. Failure to disclose the information prescribed above may result in suspension or debarment, rescission of the contract, or recovery of the cost of the financial benefit from the contractor, recipient, or both.

9.2. In the event the Offeror has knowledge of benefits as outlined above, this information should be submitted with the proposal. If the above does not apply at the time of award of contract and becomes known after inception of a contract, the Offeror shall address the disclosure of such facts to: Director of Operations, Amelia County Public Schools, 8701 Otterburn Rd, Amelia, VA 23002. The Request for Proposal number shall be referenced in the disclosure.

10. PRECEDENCE OF TERMS: ACPS intends for the Contract Documents to be consistent and the Contract Documents shall be interpreted to be consistent if possible. If the Contract Documents conflict, however, the controlling provision will be the one which appears highest in the following list:

a. The Notice of Award or Purchase Order/Contract (highest precedence),

b. Addenda,

c. Scope of Services

d. Request for Proposal

e. The signed proposal submitted by the Contractor

f. Any Special Terms and Conditions

g. These General Terms and Conditions (lowest precedence).

11. QUALIFICATIONS OF OFFERORS: ACPS may make such reasonable investigations as deemed proper and necessary to determine the ability of the Offeror to perform the work/furnish the item(s), and the Offeror shall furnish to ACPS all such information and data for this purpose as may be requested. ACPS further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such Offeror fails to satisfy ACPS that such Offeror is properly qualified to carry out the obligations of the contract and to complete the work/furnish the item(s) contemplated herein.

CONTRACT PROVISIONS

12. ANTI-DISCRIMINATION: By submitting its proposal, the Offeror certifies to ACPS that it will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Act of 1975, as amended, where applicable, the Virginians with Disabilities Act, the Americans with Disabilities Act and Section 2.2-4311 of the VPPA (VPPA). In every contract over $10,000 the provisions in 13.1 and 13.2 below apply:

During the performance of this contract, the Contractor agrees as follows:

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

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

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

12.4. The Contractor will include the provisions of 12.1, 12.2 and 12.3 above in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

13. ANTI-TRUST: By entering into a contract, the Contractor conveys, sells, assigns, and transfers to ACPS all rights, title and interest in and to all causes of 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 ACPS under said contract.

14. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, including but not limited to the

VPPA, and any litigation with respect thereto shall be brought in a court of competent jurisdiction in Amelia County, Virginia. The Contractor shall comply with applicable federal, state and local laws and regulations, and be legally authorized to do business in the Commonwealth of Virginia.

15. APPROPRIATION OF FUNDS: All funds for payments by ACPS under this contract are subject to the availability of an annual appropriation for this purpose by ACPS. In the event of non-appropriation of funds by ACPS for the goods or services provided under the contract or substitutes for such good or services which are as advanced or more advanced in their technology, ACPS will terminate the contract, without termination charge or other liability to ACPS, on the last day of the then current fiscal year or when the appropriation made for the then current year for the services covered by this contract is spent, whichever event occurs first. If funds are not appropriated at any time for the continuation of this contact, cancellation will be accepted by the Contactor on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and ACPS shall not be obligated under this contract beyond the date of termination.

16. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the Contractor in whole or in part without the written consent of ACPS Director of Operations.

17. AUTHORITY TO TRANSACT BUSINESS IN THE COMMONWEALTH OF VIRGINIA: Any Offeror registered or organized as a stock or non-stock corporation, limited liability company, business trust, or limited partnership or a registered limited liability partnership shall be authorized to transact business in the Commonwealth of Virginia as a domestic or foreign business entity as described in the VPPA § 2.2-4311.2. The proper legal name of the firm or entity, form of the firm (i.e. corporation, limited partnership, etc.) and the identification number issued to the Offeror by the State Corporation Commission must be written in the space provided on the proposal submission form and Vendor Information Form. Any Offeror not required to be authorized to transact business in the Commonwealth of Virginia shall include in its proposal a statement/documentation from its legal counsel describing why the Offeror is not required to be registered. Failure of a prospective and/or successful Offeror to provide such documentation shall be grounds for rejection of its proposal. For further information, refer to the Commonwealth of Virginia State Corporation Commission Web site at: www.scc.virginia.gov. Any falsification or misrepresentation contained in the statement submitted by the Offeror pursuant to the Virginia Code § 2.2-4311.2, Title 13.1 or Title 50 may be cause for debarment by ACPS.

18. BUSINESS LICENSES: The Contractor must comply with the provisions of Chapter 11 (Business Licenses) of Amelia County Code. Information regarding business license requirements is available on the Amelia County website at http://ameliacova.com.

19. CONTRACT DOCUMENTS/PURCHASE ORDERS: The Contract entered into by the parties shall consist of the Request for Proposal, the signed proposal submitted by the Contractor, the Notice of Award or Purchase Order/Contract, these General Terms and Conditions and any Special Terms and Conditions, including all modifications thereof, all of which shall be referred to collectively as the Contract Documents. All time limits stated in the Contract Documents are of the essence of the Contract unless stated otherwise. Orders against contracts will be placed with the Contractor on a Purchase Order or Procurement Card.

20. CONFIDENTIALITY AND RETURN OF RECORDS:

20.1. The Contractor agrees that all findings, memoranda, correspondence, documents or records of any type, whether written or oral, and all documents generated by the Contractor or its subcontractors as a result of ACPS’ request for services under this Contract, are confidential records (“Record” or “Records”), and neither the Records nor its contents shall be released by the Contractor, its subcontractors, or other third parties; nor shall their contents be disclosed to any http://ameliacova.com/ person other than the Contract Administrator or designee. The Contractor agrees that all oral or written inquiries from any person or entity regarding the status of any Record generated as a result of the existence of this Contract shall be referred to the Contract Administrator or designee for response. At ACPS’ request, the Contractor shall deliver all Records to the Contract Administrator, including “hard copies” of computer records, and at the ACPS request, shall destroy all computer records created as a result of ACPS’ request for services under this Contract.

20.2. The Contractor agrees to include the provisions of this section as part of any Contract the Contractor enters into with subcontractors or other third parties for work related to work pursuant to this Contract.

20.3. No termination of this Agreement shall have the effect of rescinding, terminating or otherwise invalidating this section.

21. COPYRIGHT:

21.1. The Contractor hereby irrevocably transfers, assigns, sets over and conveys to the ACPS all right, title and interest, including the sole exclusive and complete copyright interest, in any and all copyrightable works created pursuant to this Contract. The Contractor further agrees to execute such documents as ACPS may request to affect such transfer or assignment.

21.2. Further, the Contractor agrees that the rights granted to ACPS by this paragraph are irrevocable. Notwithstanding anything else in this Contract, the Contractor’s remedy in the event of termination of or dispute over the terms of this Contract shall not include any right to rescind, terminate or otherwise revoke or invalidate in any way the rights conferred pursuant to the provisions of this paragraph. Similarly, no termination of this Contract shall have the effect of rescinding, terminating or otherwise invalidating the rights acquired pursuant to the provisions of this “Copyright” paragraph.

21.3. The use of subcontractors or third parties in developing or creating input into any copyrightable materials produced as a part of this Agreement is prohibited unless the ACPS approves the use of such subcontractors or third parties in advance and such subcontractors or third parties agree to include the provisions of this paragraph as part of any contract its enters into with the Contractor for work related to work pursuant to this Contract.

22. DRUG-FREE WORKPLACE: During the performance of this contract, the Contractor agrees as follows:

22.1. Provide a drug-free workplace for the Contractor’s employees.

22.2. Post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor’s workplace and specifying the actions that will be taken against employees for violations of such prohibition.

22.3. State in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace.

22.4. Include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a Contractor in accordance with this section, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

23. EMPLOYEES NOT TO BENEFIT: No employee of ACPS shall be admitted to any share or part of this contract or to any benefit that may arise therefrom which is not available to the general public.

24. IMMIGRATION REFORM AND CONTROL ACT OF 1986: In accordance with Virginia Code § 2.2-4311.1, the Contractor acknowledges that it does not, and shall not, during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in The Federal Immigration Reform and Control Act of 1986.

25. INDEMNIFICATION: Contractor shall indemnify, keep and save harmless ACPS, its agents, officials, employees and volunteers against claims of injuries, death, damage to property, patent claims, suits, liabilities, judgments, cost and expenses which may otherwise accrue against ACPS in consequence of the granting of a contract or which may otherwise result therefrom, if the act was caused through negligence, error, omission, or reckless or intentional misconduct (or, in the case of intellectual property rights, by any act done without proper permission) of the Contractor or his or her employees, or that of the subcontractor or his or her employees, if any; and the Contractor shall, at his or her own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith; and if any judgment shall be rendered against ACPS in any such action, the Contractor shall, at his or her own expense, satisfy and discharge the same. Contractor expressly understands and agrees that any performance bond or insurance protection required by this contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless and defend ACPS as herein provided.

26. LIABILIITY: The Contractor will not be held responsible for failure to perform the duties and responsibilities imposed by the contract if such failure is due to strikes, fires, riots, rebellion and major forces beyond the control of the Contractor that make performance impossible or illegal, unless otherwise specified in the Contract.

27. MODIFICATIONS TO THE CONTRACT: ACPS may, upon mutual agreement with the Contractor, issue written modifications to the scope of services of this contract, and within the general scope thereof, except that no modifications can be made which will result in an increase of the original contract price by a cumulative amount of more than $50,000 or 25%, whichever is greater, without the advance written approval of the Amelia County School Board. In making any modification, the resulting increase or decrease in cost for the modification shall be determined by one of the following methods as selected by the Director of Operations:

27.1. The written modification shall stipulate the mutually-agreed price for the specific addition to or deletion from the scope of services which shall be added to or deducted from the contract amount.

27.2. The written modification shall stipulate the number of unit quantities added to or deleted from the contract and multiplied by the unit price which shall be added to or deducted from the contract amount.

27.3. The written modification shall direct the Contractor to proceed with the work and to keep, and present in such form as ACPS may direct, a correct account of the cost of the change together with all vouchers therefore. The cost shall include an allowance for overhead and profit to be mutually agreed upon by ACPS and the Contractor.

28. NON-DISCRIMINATION OF CONTRACTORS: Any potential Offeror or Contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment. Faith-based organizations are also protected from discrimination on the basis of religious character as provided below.

28.1. Faith-based organizations may enter into contracts with ACPS on the same basis as any other nongovernmental source may do so without impairing the religious character of such organization and without diminishing the religious freedom of the beneficiaries of assistance provided under such contracts.

28.2. ACPS shall not impose conditions on contracts that restrict the religious character of the faith-based organization, except that money paid to the faith-based organization by or on behalf of ACPS will not be spent for religious worship, instruction, or proselytizing.

28.3. Any faith-based organization awarded a contract by ACPS 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 ACPS.

28.4. Faith-based organizations retain the right to employ persons of a particular religion to perform work connected with the carrying on by such organization of its activities.

28.5. If an award of contract is made to a faith-based organization, and an individual who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith- based organization from which the individual receives or would receive the goods, services, or disbursements, ACPS shall offer the individual, within a reasonable period of time after the date of objection, access to equivalent goods, services, or disbursement from an alternative provider.

28.6. Any faith-based organization that is awarded a contract to provide goods, services, or disbursements to individuals shall also provide to such individuals a notice in bold face type that states: “Neither the public body’s selection of a charitable or faith-based provider of services nor the expenditure of funds under this contract is an endorsement of the provider’s charitable or religious character, practices, or expression. No provider of services may discriminate against you on the basis of religion, a religious belief, or your refusal to actively participate in a religious practice. If you object to a particular provider because of its religious character, you may request assignment to a different provider. If you believe that your rights have been violated, please discuss the complaint with your provider.”

29. PATENTS AND ROYALTIES: The Contractor covenants to save, defend, keep harmless, and indemnify ACPS and all of its officers, departments, agents and employees (collectively known as “ACPS”) from and against any and all claims, losses, damages, injuries, fines, penalties, costs (including court costs and attorney’s fees), charges, liability, or exposure, however caused, for or on account of any trademark copyright, patented or unpatented invention, process, or article manufactured or used in the performance of the contract, including its use by ACPS. If the Contractor uses any design, device, or materials covered by letters patent or copyright, it is mutually agreed and understood without exception that the contract price includes, all royalties or costs arising from the use of such design, device, or materials in any way involved with the work.

30. PRICE REDUCTION: If at any time after the date of the proposal the Contractor makes a general price reduction in the comparable price of any material covered by the contract to customers generally, an equivalent price reduction based on similar quantities and/or considerations shall apply to this contract for the duration of the contract period (or until the price is further reduced). Such price reduction shall be effective at the same time and in the same manner as the reduction in the price to customers generally. For purpose of this provision, a “general price reduction” shall mean any horizontal reduction in the price of an article or service offered (1) to Contractor’s customers generally, or (2) in the Contractor’s price schedule for the class of customers, i.e., wholesalers, jobbers, retailers, etc., which was used as the basis for proposal on this solicitation. An occasional sale at a lower price, or sale of distressed merchandise at a lower price, would not be considered a “general price reduction” under this provision. The Contractor shall submit his or her invoice at such reduced prices indicating on the invoice that the reduction is pursuant to the “Price Reduction” provision of the contract documents. The Contractor in addition will within ten days of any general price reduction notify ACPS of such reduction by letter. FAILURE TO DO SO MAY RESULT IN TERMINATION OF THE CONTRACT FOR CAUSE. Upon receipt of any such notice of a general price reduction, all ordering offices will be duly notified by ACPS.

31. PROJECT STAFF: ACPS will, throughout the life of the contract, have the right of reasonable rejection and approval of staff or subcontractors assigned to the project by the Contractor. If ACPS reasonably rejects staff or subcontractors, the Contractor must provide replacement staff or subcontractors satisfactory to ACPS in a timely manner and at no additional cost to ACPS.