FCPS Request for Proposals - Medical Services, Pharmacy, Stop Loss and Vision Insurance Services RFP#10-FY2024-Revised Timeline.pdf

FRANKLIN COUNTY PUBLIC SCHOOLS

Franklin County School Board

25 Bernard Road

Rocky Mount, Virginia 24151

REQUEST FOR PROPOSAL

The Franklin County School Board invites sealed Proposals on:

Medical, Pharmacy, Stop Loss and Vision Insurance Services RFP # 10-FY2024

Issue Date: November 28, 2023

Project Name: Medical and Pharmacy, Stop Loss and Vision

Commodity Code: Non-Professional Services

Issuing Locality & Address: Franklin County School Board

25 Bernard Road

Rocky Mount, Virginia 24151

Location of Work: Division-wide medical and pharmacy plan

Period of Contract: One (1) year with two (2) optional one (1) year renewals

All inquiries for additional information should be directed to:

Name: Jeff Parker, Market Analyst, McGriff Insurance Services

Phone: 804-516-1366

Email: Jeffrey.parker@mcgriff.com

Proposals for furnishing the services described herein will be received until 2:00 PM local time on December 29, 2023. Proposals must be received on or before the deadline stated. The proposal shall be emailed to Jeffrey.parker@mcgriff.com with an email header of RFP# 10-

FY2024- “your company name”

Table of Contents

I. PURPOSE AND INTENT

II. BACKGROUND

III. PRE-PROPOSAL CONFERENCE/SITE VISITS

IV. PERIOD OF PERFORMANCE/DELIVERABLES

V. SCOPE OF WORK

VI. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS

VII. TIME FRAME/SCHEDULE OF EVENTS

VIII. EVALUATION AND AWARD CRITERIA

IX. GENERAL TERMS AND CONDITIONS …………………………………….. 10

MEDICAL/STOP LOSS SPECIFICATIONS.…

PHARMACY RFP………………………………….…………………………………… 23

I. PURPOSE AND INTENT

Franklin County School Board ("FCSB”) seeks to solicit sealed proposals from qualified providers of Medical, Pharmacy, Stop Loss and Vision to establish a contract in accordance with the Scope of Work and Terms and Conditions identified herein. This solicitation includes cooperative use language for use by other public bodies.

It is FCSB’s intent that this Request for Proposal (RFP) permits competition. It shall be the

Offeror’s responsibility to advise the Purchasing Agent, in writing, if any language, requirement, scope of work, specification, etc., or any combination thereof, inadvertently restricts or limits the requirements stated in this RFP to a single source. Such notification must be received by Jeff

Parker, McGriff Marketing Analyst, by December 15, 2023 no later than 2:00 p.m.

This RFP does not commit FCPS to award a contract, to pay any costs incurred in the preparation of a proposal for this request, or to procure or contract for services. All proposals submitted shall become the property of FCSB and will be available for public inspection, with the exception of materials marked as proprietary, upon execution of the contract with the successful

Offeror(s).

All questions must be submitted to Jeff Parker, McGriff Marketing Analyst via email, Jeffrey.parker@mcgriff.com by December 12, 2023 no later than 12:00pm. Please include the email header as follows: RFP# 10-FY2024. Responses to all questions will be issued within 10 days.

II. BACKGROUND

mailto:Jeffrey.parker@mcgriff.com

Franklin County Public Schools is a county-wide public school system located in the Blue Ridge

Mountain foothills south of Roanoke. The school system has a total enrollment of 6271 students in twelve elementary schools, one middle school, and one high school.

III. PRE-PROPOSAL CONFERENCE/SITE VISITS

There is no Pre-Proposal Conference or site visit necessary for this solicitation.

IV. PERIOD OF PERFORMANCE/DELIVERABLES

Any contract resulting from this solicitation shall be for the period of one (1) year with the option to renew for two (2) additional one-year terms, unless terminated by either party. Offerors submitting proposals for less than the contract period specified, or other than a firm fixed rate for the initial contract period, will not be accepted. Any contract rate adjustments shall be negotiated between FCSB and the awarded vendor, and finalized in writing, prior to any renewal period.

V. SCOPE OF WORK

Franklin County School Board is interested in securing one or more service providers to provide the following services. FCSB may opt to add additional services as needed, if such services are required.

A. Scope of work will include providing Employee Group Medical/Pharmacy, Stop

Loss and Vision Insurance.

B. The Successful Offeror will be responsible for making sure that all personnel are properly licensed according to applicable state and/or federal regulations.

C. Rates provided by an Offeror shall be all inclusive and not exceed the hourly rates negotiated or agreed upon as a result of any contract, regardless of the personnel’s experience.

These rates shall be valid for the contract term. The all-inclusive hourly rate can be a range to encompass varying levels of expertise. Mileage shall be included in the hourly rates; FCSB will not pay for mileage separately.

D. Confidentiality and Family Education Rights and Privacy Act (FERPA)

1. Any information obtained by the provider concerning the student and/or family members while providing services to FCSB shall be maintained as confidential. If applicable, it is further agreed by both parties that this information shall be safeguarded in accordance with Sections 63.2-102 and 63.2-104 of the Code of Virginia, as amended, and any other applicable provisions of state and federal laws and regulations, including but not limited to the Individuals with Disabilities Education Act (20 U.S.C. 1232g) and/or Educational Records

Management regulations, and the Health Insurance Portability and Accountability Act of 1996

(HIPAA), as amended. In order for the provider to obtain any information about students, to enter into any educational program, or participate in meetings, a release for these purposes must be obtained by the provider prior to initiation of services.

2. The provider will comply with FCSB maintenance of student records consistent with FCSB policy and FERPA requirements, including signed releases maintained in each student record pertaining to school staff communicating with provider staff. The provider will also obtain a release to share information with FCSB prior to providing any services or participating in meetings.

3. Provider and school staff will seek agreement regarding what, if any, documentation of services will be provided to school staff, IEP teams, interdisciplinary intervention teams, or child study teams that are monitoring the student’s performance. Provider staff will ensure the confidentiality of information pertaining to other students that the provider staff may learn while providing services to assigned students.

F. Health Insurance Portability and Accountability Act (HIPAA): The Provider shall comply and shall ensure that any and all subcontractors comply with all state and federal laws and regulations with regard to handling, processing, or using healthcare data. This includes, but is not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA). The Provider will provide a HIPAA notice to the parent of each student served. The Provider will obtain a signed

HIPAA notice prior to the provision of services to each student.

VI. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS

A. Proposals

Offerors are encouraged to submit proposals for any individual category or multiple categories. If an Offeror plans to submit proposals for multiple categories, the Offeror shall clearly section off their proposal, and create multiple unique sections for each category within the proposal. Offerors will be evaluated for each category separately. Regardless of whether applying for one or all categories, the selected Offerors shall furnish all expertise, labor and resources, in accordance with the requirements of that category.

B. General Requirements

1. Proposals shall be signed by a representative of the Offeror authorized to bind the firm into a contract. All information requested must be submitted. Failure to submit all information requested may result in the Purchasing Agent requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Offerors may be given an opportunity to correct a deficiency in their proposals, within an appropriate timeframe, as determined by the purchasing office. Offerors who fail to submit required documentation or meet mandatory requirements, in such time for evaluation purposes may be eliminated from further consideration.

2. This Request for Proposal creates no obligation on the part of FCSB to award a contract or to compensate vendors for proposal preparation expenses. FCSB will not be responsible for any costs incurred by any vendor in preparing or submitting a proposal. FCSB reserves the right to accept or reject any and all proposals, in whole or in part, received as a result of this RFP, to waive minor informalities, or to negotiate with all responsible vendors in any manner necessary to serve the best interests of FCSB. However, FCSB has the right to accept the best proposal as submitted, without negotiation, and may do so; therefore, vendors should not rely on having a chance to negotiate and adjust their proposals.

3. Proposals shall be prepared simply and economically, providing a straightforward, concise description of the Offeror’s capabilities to satisfy the requirements of the

RFP. Emphasis should be on completeness and clarity of content.

4. Each copy of the proposal should be bound or contained in a single volume where practicable. All documentation submitted with the proposal should be contained in that single volume.

5. All submissions are final and may not be withdrawn after the proposal submission deadline set forth in this solicitation.

6. Trade secrets or proprietary information submitted for a procurement transaction shall not be subject to public disclosure under the Virginia Freedom of Information

Act; however, the Offeror must invoke the protection of Virginia Code section 2.2-4342(F), in writing, prior to or upon submission of the data or other materials and must identify the data or other materials to be protected and state the reasons why protection is necessary. However, the classification of an entire proposal document, line-item prices, and/or total proposal prices as proprietary or as a trade secret is not acceptable. If, after being given reasonable time, the Offeror refuses to withdraw an entire classification designation, the proposal will be rejected.

7. To be considered for selection, Offerors must submit a complete response to the RFP. If the proposal is submitted in person, one (1) original (clearly identified as such) signed hard copy, five (5) copies of each proposal, and one (1) electronic media version (DVD, CD, flash drive) of each proposal must be submitted to FCSB. If your proposal includes proprietary information and you are invoking protection from disclosure under section 2.2-4342(F) of the

Code of Virginia, you must submit one (1) electronic media version redacted copy of the proposal clearly marked with the words “REDACTED COPY” on the cover. No other distribution of the proposals shall be made by the Offeror. If no redacted copy is included with an Offeror’s proposal, it will be determined that the submission holds no proprietary information and is open to public disclosure in its entirety.

8. If the location for pre-proposal meetings or receipt of proposals is inaccessible due to inclement weather or other emergency situations at the published time, the proposal submission or pre-proposal meeting shall default to the next regular business day at the same time.

B. Finalist Presentation

Offerors who submit a proposal in response to this RFP and are ranked as a top finalist may be required to give a finalist presentation of their proposal and product demonstration (if appropriate) to FCSB. This provides an opportunity for the Offeror to clarify or elaborate on the proposal. This is only a fact-finding and explanation session. The Purchasing Agent or a FCSB representative will schedule the time and location of these presentations. Each Offeror shall be prepared to elaborate on their proposal or demonstrate their product/system for a select group of FCSB staff.

Finalist presentations are an option of FCSB and may or may not be conducted.

C. Submittal Requirements

1. FCSB will only accept emailed proposals. All proposals are to be emailed to the following address: Jeffrey.parker@mcgriff.com

2. The email header should state RFP# 10-FY2024- “your company name”

3. All addenda acknowledgements, if any, signed and filled out as required.

Any addenda to this solicitation can be accessed on the Purchasing Department website at www.frco.k12.va.us. Offerors are responsible for checking the website frequently. Failure to acknowledge all addenda may result in rejection of your submission. FCSB shall not be responsible for verbal clarification or information provided by parties other than staff of the Purchasing

Department.

4. Offeror shall provide a brief company description and history. At a minimum, the following information shall be provided:

a. Name: the name under which the Offeror is licensed to legally do business.

b. Address: the address of the Offeror’s headquarters office

c. Local Address: the address of the Offeror’s local office responsible for the proposed work, if different from the headquarters office.

d. Local Officers: Names, titles, and telephone numbers of local officers or representatives of the Offeror.

e. Years of Experience: the number of years the Offeror has actively participated in work similar to that described in this RFP.

mailto:Jeffrey.parker@mcgriff.com

f. Current Contract Obligations: existing vendor contractual commitments of similar scope and priority, and their estimated impact on the Offeror’s ability to service this contract, if awarded.

5. Offeror’s complete Technical Proposal/Additional Data. This section should include any additional information the Offeror believes to be essential to a thorough evaluation of its proposal, including a list of professionals available to perform the services identified under this Proposal and the license that such professional holds. List all attached reports, financial documents, etc., and sequentially number all pages of the proposal and attachments.

Show an understanding of the services which need to be performed. Statement and discussion of the requirements as they are analyzed by the Offeror. Clearly state your firm’s ability to meet or exceed the requested services. Please include a statement acknowledging that all personnel providing services are properly licensed according to state and federal regulations/guidelines.

6. References. Offeror shall include a minimum of two (2) school systems of similar size or larger and scope for whom the Offeror has provided these services/products and one (1) other reference for whom the Offeror has provided these services/products of the same size and scope for an organization within the last three (3) years. Include the date(s) when service was provided, the business name, address, and the name and telephone number of the contract administrator. FCSB shall have the option of checking discovered references in addition to references provided by the Offeror. FCSB must be able to contact references without notification to the Offeror.

7. Executive Summary: Offeror shall describe in non-technical terms their approach to implementing the requested service, identifying any unique or distinctive services to which the Offeror wishes the evaluation committee to give particular attention. FCSB encourages innovative thinking and approaches and encourages Offerors to highlight such approaches in their proposals.

8. Vendor Information Form: Section IX must be submitted with the proposal.

9. Certificate of Compliance Form: Section X must be submitted with the proposal.

10. Trade Secret/Proprietary Information Designation Form: Section XII must be submitted with the proposal.

D. Specifications

1. Experience/Qualifications/Ability to Perform. Offeror shall indicate the expertise and experience of the firm relative to the Scope of Work and specific requirements contained in this RFP. Responses must include the names, addresses, and phone numbers of contact persons, size and scope (magnitude and complexity) of service provided, date of award and period of performance.

2. Proposed Approach/Methodologies/Services. Offeror shall respond to the

Scope of Work (Section V). Offeror shall provide a written narrative describing the firm’s ability to meet the minimum requirements set forth herein. Sufficient detail shall be provided to demonstrate the Offeror’s understanding, ability and/or willingness to satisfy the specified requirements. At the minimum, Offeror shall address the following: responsiveness of the proposed plan to FCSB’s needs and requirements; external requirements for proposed plans;

Offeror execution of the plan; training services and plan for cooperation with FCSB for a successful implementation of special education services.

3. Proposed Costs. Offeror shall submit an itemized list of all proposed costs for the services being offered. Costs may be provided as hourly rates where applicable, and by type and level of service, where rates differ.

VII. TIME FRAME/SCHEDULE OF EVENTS

Solicitation Issue Date: November 28, 2023

Questions Due: December 12, 2023

Proposals Due: December 29, 2023

Anticipated Contract Award: March 11, 2024

VIII. EVALUATION AND AWARD CRITERIA

Proposals will be evaluated by a FCSB/Consultant committee using the following criteria as related to the Scope of Work:

Evaluation Criteria Assigned Weight

1. Experience/Qualifications/Ability to Perform

25%

2. Key Staff Qualifications 25%

3. Response to Scope of Work 10%

4. Proposed Cost 25%

5. Experience with Similar Projects 5%

6. Location of Firm 10%

Offerors who appear most capable of providing a service that can best satisfy FCSB’s needs, based on the scoring rubric described above, will be selected as finalists for further evaluation. There is no specified number of finalists that may be selected. Upon the completion of oral presentations (oral presentations are an option of FCSB) and negotiations by selected finalists, the evaluation committee will score proposals on the criteria 1-6 a second time to determine the

Offeror whose proposal best meets the needs outlined by FCSB.

Award of Contract. Selection shall be made of the two or more Offerors deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors identified above. Negotiations shall be conducted with the Offeror(s) selected. Costs shall be considered at this stage but need not be the sole determining factor. After negotiations have been conducted with each Offeror selected, FCSB shall select the Offeror(s) which in its opinion, have submitted the best proposals, and shall award the contract(s) to the Offeror(s). FCSB may cancel the RFP, reject proposals or any portion thereof 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 Section 2.2-4359(D).

Should FCSB determine in writing and in its sole discretion that only one Offeror is fully qualified, or that one Offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that Offeror. The award document will be a contract incorporating by reference all the requirements, terms, and conditions of this solicitation, as well as the Offeror’s proposal as negotiated. Any successful Offeror must sign the contract that is found herein at Attachment A. FCSB will not sign any Offeror contract.

IX. GENERAL TERMS AND CONDITIONS

1. SCHOOL DIVISION LEGAL STATUS: The school board is a corporate body whose official title is Franklin County School Board, herein referred to as FCSB.

2. GENERAL PROVISIONS: Nothing in the agreement shall be construed as authority for either party to make commitments which will bind the other party beyond the scope of services contained herein.

3. PRECEDENCE OF TERMS: Any Special Conditions contained in this solicitation that may be in variance or conflict with these General Terms and Conditions shall have precedence over these General Terms and Conditions. If no changes or deletions to General Terms and

Conditions are made in the Special Conditions, then the General Terms and Conditions shall prevail in their entirety.

4. APPLICABLE LAWS: The contract shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of the Commonwealth of

Virginia. The Successful Offeror shall perform its obligations under the contract in compliance with any and all applicable federal, state and local laws, rules, and regulations, including applicable licensing requirements, and in compliance with any and all rules of FCSB relative to the premises. The Successful Offeror shall be responsible for obtaining all permits, consents, and authorizations as may be required to perform its obligations.

5. AUTHORITY: The Superintendent, or her designee, has the responsibility and authority to issue Requests for Proposals, negotiations, placing or modification requests, purchase orders, and awards issued by and for FCSB. In the discharge of these responsibilities, the

Superintendent may be assisted by delegating to the Purchasing Agent or other staff members.

No other School Board officer or employee is authorized to enter into purchase negotiations, change orders, contracts, or in any way obligate the School Board for any indebtedness. Any purchase order or contract made contrary to these provisions and authority shall be of no effect and void, and FCSB shall not be bound thereby.

6. TERM OF AGREEMENT: The initial term of this agreement shall begin on the day the contract is fully executed for the period of one year, with options for four (4) one-year renewals.

7. RECEIPT OF PROPOSALS: To be considered for selection, proposals must be received by the FCSB Administrative Office by the designated date and hour. The official time used in the receipt of proposals is local prevailing Eastern Standard or Eastern Daylight Savings time, whichever is applicable. Proposals received after the date and hour designated are non-responsive, automatically disqualified, and will not be considered. FCSB is not responsible for delays in the delivery of mail by the U.S. Postal Service, private couriers, or any other means.

It is the sole responsibility of the Offeror to ensure that its proposal reaches the FCSB

Administrative Office by the designated date and hour.

8. MANDATORY USE OF RFP FORMS AND TERMS AND CONDITIONS: Failure to submit a proposal on the official FCSB forms provided for that purpose may be cause for rejection of the proposal. Unauthorized 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 Purchasing Agent reserves the right to decide, on a case by case basis, in his/her sole discretion, whether to reject such a proposal as non-responsive. As a precondition to its acceptance, FCSB may, in its sole discretion, request that the Offeror withdraw or modify non-responsive portions of a proposal, which do not affect quality, quantity, price, or delivery.

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

10. CONTRACTOR/EMPLOYEE BACKGROUND CERTIFICATION: As required by

Section 22.1-296.1 of the Code of Virginia, Offerors who will provide services that will place

Contractor or Contractor’s employees in direct contact with students on school property during regular school hours or during school-sponsored activities, shall certify, by signing and submitting their bid or proposal, that none of the individuals who will perform the work under the contract have been convicted of a felony or any offense involving the sexual molestation or physical or sexual abuse or rape of a child. Any person making a materially false statement regarding any such offense shall be guilty of a Class 1 misdemeanor and, upon conviction, the fact of such conviction shall be grounds for the revocation of the contract to provide such services and, when relevant, the revocation of any license required to provide such services.

Offerors must complete the Certification of Compliance Involving Crimes Against Children.

The Offeror further acknowledges that it understands that allowing any person subject to the direct or indirect control of the Offeror to perform work or enter on school division property if such person has been convicted of such a crime, constitutes a breach of contract and may result in default action being taken by FCSB in addition to any criminal penalties that may result from such breach or conduct.

11. NON-DISCRIMINATION:

a. FCSB shall not discriminate against any potential Offeror in the solicitation or award of this contract because of race, religion, color, sex, national origin, age or disability, or against faith-based organizations. If the award of this contract is made to a faith-based organization, and an individual, who applies for or receives goods or services 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 or services, FCSB shall offer the individual, within a reasonable period after the date of the objection, access to equivalent goods or services from an alternate provider.

b. Successful Offeror agrees that during the performance of the Agreement:

i. It will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or 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

Successful Offeror. Successful Offeror agrees to post in conspicuous places available to employees and applicants notices setting forth the provisions of this nondiscrimination clause.

ii. It will state that it is an equal opportunity employer in all solicitations or advertisements for employees placed by it or on its behalf. Notices, solicitations, and advertisements placed in accordance with federal law, rule, or regulation shall be deemed sufficient for the purposes of meeting the requirements of this section.

iii. It will include the provisions of the foregoing paragraphs i. and ii. in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each such subcontractor or Contractor.

12. DRUG FREE WORKPLACE: A drug-free workplace is to be maintained by the Successful

Offeror pursuant to Virginia Code Section 2.2-4312.

a. During the performance of the contract, the Successful Offeror agrees to (i) provide a drug-free workplace for the Offeror’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 Offeror’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 Offeror that the contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000.00, so that provisions will be binding upon each subcontractor or vendor.

b. 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 an Offeror in accordance with this chapter, the employees of whom are prohibited from engaging in the unlawful manufacture sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract.

13. IMMIGRATION LAW. Successful Offeror represents and warrants that it does not, and shall not during the performance of the contract, knowingly employed an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986 or otherwise violate those provisions.

14. ERRORS IN PROPOSALS: When an error is made in extending total prices, the proposed unit price will govern. Erasures in proposals must be initialed by the Offeror. Carelessness in quoting prices, or preparation of proposals will not relieve the Offeror. Offerors are cautioned to recheck their proposals for possible errors. Errors discovered after public opening cannot be corrected.

15. ETHICS IN PUBLIC CONTRACTING: By submitting their proposal, Offerors certify that their proposal is made without collusion or fraud and that they have not been offered or received any kickbacks or inducements from any other Offeror, subcontractor or other person, and have not conferred upon 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 greater or equal value was exchanged.

16. PROTEST OF AWARD OR DECISION TO AWARD: Any Offeror may protest the award or decision to award a contract by submitting a protest in writing to the Superintendent no later than ten (10) days after public notice of the award or the announcement of the decision to award, whichever occurs first. The written protest shall include the basis for the protest and the relief sought. The Superintendent shall issue a decision in writing within ten (10) days of the receipt of the protest stating the reasons for the action taken.

If prior to award it is determined that the decision to award is arbitrary or capricious then the sole relief shall be a finding to that effect. The Purchasing Agent shall cancel the proposed award or revise it to comply with the law. If, after an award, it is determined that an award of a contract was arbitrary or capricious, then the sole relief shall be as hereinafter provided.

Where the award has been made but performance has not begun, the performance of the contract may be halted. Where the award has been made and performance has begun, FCSB may declare the contract void upon a finding that this action is in the best interest of FCSB.

Where a contract is declared void, the performing Offeror shall be compensated for the cost of performance up to the time of such declaration. In no event shall the performing Offeror be entitled to lost profits.

Pending final determination of a protest or appeal, the validity of a contract awarded and accepted in good faith in accordance with this paragraph shall not be affected by the fact that a protest or appeal has been filed.

An award need not be delayed for the period allowed an Offeror to protest, but in the event of a timely protest, no further action to award the contract will be taken unless there is a written determination that proceeding without delay is necessary to protect the public interest or unless the offer would expire.

17. EXHAUSTION OF ADMINISTRATIVE REMEDIES: No potential Offeror shall institute any legal action until all administrative remedies available under this solicitation and resulting contract have been exhausted and until all statutory requirements have been met.

18. ADDENDA: Any changes or supplemental instructions to a solicitation shall be in the form of written addenda. Most addenda are included with each solicitation. Each offeror is responsible for obtaining all addenda posted on the Purchasing Department website, or by calling the Purchasing Department office. Acknowledgement of receipt of all addenda shall be in the space provided within the solicitation or by returning a copy of each addendum, signed by the offeror. Failure to do so may result in rejection of the solicitation. All addenda issued shall become part of the solicitation and all resulting contract documents. The prospective

Offerors are responsible for asking for clarification concerning language in the RFP, details about specifications, or any other matter prior to submitting a proposal.

19. REFERENCES: If requested, the Offeror shall provide references which substantiate past work performance and experience in the type of work required for the contract. FCSB may contact all references furnished by Offerors. FCSB further reserves the right to contact references other than, and/or in addition to, those furnished by the Offeror.

20. CONTRACT AWARD: The award(s) made in response to an RFP will be made to the highest qualified Offeror whose proposal is determined, in writing, to be the most advantageous to

FCSB taking into consideration the evaluations factors set forth in the RFP. FCSB reserves the right to make a separate award for each item, a group of items, or all items, and to make awards either in whole or in part, whichever is deemed by FCSB to be in its best interest. FCSB reserves the right to reject any or all proposals, in whole or in part, to waive any informality and to delete items prior to making the award(s), whenever it is deemed in the sole opinion of

FCSB to be in its best interests.

21. CONTRACT DOCUMENTS: The final contract awarded under the provisions of this RFP shall consist of the following documents, incorporated by reference. Should any document appear inconsistent with any other, they shall be interpreted in the order they are listed, with the executed contract taking precedence over the RFP and so on:

a. The agreed and executed contract

b. This RFP and any addenda

c. The Successful Offeror’s Proposal

By responding to this RFP, the Successful Offeror acknowledges that any standard form contracts it proposes are subject to modification before being finalized.

22. MODIFICATION TO THE CONTRACT: Changes to the contract can be made in the following ways:

a. The parties may agree to modify the scope of the contract. No modification for a fixed price contract may be increased by more than 25%, or $50,000, whichever is greater, without the advanced written approval of FCSB.

b. FCSB may order changes within the general scope of the contract at any time by written notice to the Successful Offeror. Successful Offeror shall comply with the notice upon receipt and shall be compensated for any additional costs incurred as a result of the change order or give a credit for savings.

c. Any and all change orders must be approved by the FCSB Finance Office prior to work being performed.

23. INDEPENDENT CONTRACTOR RELATIONS: The Successful Offeror, its employees, assignees and/or consultants shall not be deemed employees of FCSB while performing services for FCSB. The Successful Offeror shall not be the agents, subagents, or representatives of FCSB, and this contract shall not make FCSB liable to any person, firm, corporation, or other entity who contracts with or provides goods or services to the Successful

Offeror.

24. INVENTIONS & COPYRIGHTS: The Successful Offeror is prohibited from copyrighting any papers, interim reports, forms, or other materials and/or obtaining patents on any invention resulting from its performance of the project, except when specific written authorization of

FCSB is given. The copyright or patent shall belong to FCSB.

25. TERMINATION: FCSB may, with or without cause, terminate the contract upon sixty (60) days written notice to the other party. Upon this termination for convenience, the Successful

Offeror shall be paid only for those additional fees and expenses incurred between notification of termination and the effective date of termination that are necessary for curtailment of its work under the contract. The parties may mutually agree in writing to an earlier termination.

a. In the event of a breach by the Successful Offeror of the contract, FCSB shall have the right to immediately rescind, revoke, or terminate the contract. In the alternative, FCSB may give written notice to the Successful Offeror by specifying the manner in which the contract has been breached. If a notice of breach is given and the Successful Offeror has not substantially corrected the breach within ten (10) days of receipt of the written notice, FCSB shall have the right to terminate the contract. A waiver of breach of any provision of the contract shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of the contract. A violation of any state or federal law or regulation by the Successful Offeror shall be considered a breach of the contract.

b. In the event of rescission, revocation, or termination, all documents and other materials related to the performance of the contract shall remain the property of FCSB.

c. The contract shall be null, void, and unenforceable if FCSB fails to receive, or to continue to receive, funds which, in its sole opinion, are sufficient to meet its obligations hereunder.

This termination shall be complete upon depletion of the previously allocated funds.

26. FAILURE TO DELIVER: Failure to comply with the terms and conditions of a resulting contract or failure to deliver the contracted goods or services will be considered default of the contract. Should the Successful Offeror fail to deliver an order or services at the time specified or within a reasonable time thereafter, as determined by the Purchasing Agent, FCSB may acquire the goods or services in the open market and the Successful Offeror shall reimburse

FCSB for all costs when purchases are made in the open market. This remedy shall be in addition to any other remedies FCSB may have.

27. FINANCE/INTEREST CHARGES: Finance and/or interest charges imposed by the

Contractor on any invoice shall not be paid by FCSB.

28. ASSIGNMENT: A contract shall not be assigned by the Successful Offeror in whole or in part without the written consent of FCSB and other participating jurisdictions. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of FCSB, nor shall it be construed as giving any rights or benefits hereunder to anyone other than FCSB and the Successful Offeror.

29. SEVERABILITY: Each paragraph and provision of the Agreement is severable from the entire Agreement, and if any provision is declared invalid, the remaining provisions shall nevertheless remain in effect.

30. CONTINGENT FEE WARRANTY: The Successful Offeror warrants that it has not employed or retained any person or persons for the purpose of soliciting or securing the

Agreement. The Successful Offeror further warrants that it has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon the award or making of the Agreement. For breach of one or both of the foregoing warranties, the School Board shall have the right to terminate the

Agreement without liability, or, in its discretion, to deduct the amount of said prohibited fee.

31. FINANCIAL RECORDS AVAILABILITY: The Successful Offeror agrees to retain all books, records, and other documents relative to the Agreement for five (5) years after final payment. The School Board, its authorized agents and/or auditors shall have full access to and the right to examine any of said materials during this period.

32. OWNERSHIP OF DOCUMENTS: Any reports, plans, documents, studies, photographs, negatives or other documents or materials prepared by the Successful Offeror or related to the performance of the contract shall be the property of FCSB and retained by the Successful

Offeror and shall be remitted to FCSB by the Successful Offeror upon completion, termination or cancellation of the contract. The Successful Offeror shall not willingly use or allow or cause to have such materials used for any purpose other than performance of the Successful Offeror’s obligations under the contract without the prior written consent of FCSB.

33. CONFIDENTIAL INFORMATION: All confidential and proprietary information and data furnished to the Successful Offeror by FCSB shall remain the property of FCSB. The

Successful Offeror agrees to retain in confidence, and not to disclose to or use for the benefit of third parties, any information disclosed to the Successful Offeror by FCSB without FCSB’s prior written consent. Excluded from the provisions of the contract shall be such information as:

a. Information which is in the public domain or which the Successful Offeror can show to have been in its possession independently of and prior to such disclosure by FCSB;

b. Information which becomes public knowledge after such disclosure, without fault on the part of the Successful Offeror or its employees;

c. Information made available to the Successful Offeror from a third-party source without any secrecy obligation attaching thereto; and

d. All information uncovered during an investigation conducted by the Successful Offeror that is required to be reported by the Successful Offeror to appropriate agencies pursuant to local, state or federal statutes (i.e., especially concerning or affecting public health and safety). The Successful Offeror will notify FCSB prior to any such reporting.

34. SENSITIVE INFORMATION HANDLING: Any information in the possession of FCSB which is specific to an employee, student, including education and/or scholastic records, citizen, FCSB business function, private business entity, or other government entity which is not generally available to the public shall be designated as Sensitive Information. Contract workers will under no circumstance remove Sensitive Information from FCSB facilities. Any

Sensitive Information which must reside temporarily on a hard drive or portable storage device

(USB Key, CD ROM, memory card, etc.) for processing must remain within the FCSB facility or utilize strong encryption methods such as AES with a minimum key size of 128, but a preference for 256 or higher. No Sensitive Information may be remotely accessed by contract workers by dial in, VPN, web interface, or other means without expressed consent of FCSB.

Any access to FCSB information by contract workers from outside the FCSB intranet shall be in accordance with existing FCSB policies and procedures. Any exception to this paragraph shall be approved by FCSB.

35. DOCUMENT/INFORMATION: The successful vendor will maintain and provide, upon request of FCSB, records, reports or other information to document attendance and participation of employees.

36. TAXES, FEES, CODE COMPLIANCE AND LICENSING: The Successful Offeror shall be responsible for the payment of any required taxes or fees associated with the contract. All work shall comply with all applicable codes, ordinances and permitting requirements.

37. COORDINATION OF WORK: The Successful Offeror shall schedule and coordinate its services with FCSB. Services shall be performed in a professional and timely manner.

38. INDEMNIFICATION AND HOLD HARMLESS AGREEMENT:

a. FCSB cannot validly enter into a hold harmless provision under Virginia law. Any provision in the contract requiring FCSB to indemnify or hold harmless Successful Offeror for any act or omission shall not have any effect or be enforceable against FCSB.

b. Successful Offeror shall indemnify and hold harmless FCSB, its officers, administrators, agents, and employees against any and all claims, demands, causes of action, suits, proceedings, damages, costs or liabilities (including costs or liabilities of FCSB with respect to its employees), of every kind and nature whatsoever, including, but not limited to, damages for injury or death or damages to person or property, regardless of the merit of any of the same, including any attorney fees, accountant fees, expert witness or consultant fees, court costs, per diem, expense traveling and transportation expenses, or other costs or expenses arising out of or pertaining to the performance of the contract by the Successful Offeror.

39. INVOICES: Invoices for goods and/or services ordered, delivered, and accepted shall be submitted in duplicate by the Successful Offeror directly to the payment address shown on the purchase order/contract. All invoices shall reference said purchase order/contract number and shall be in the same legal name of the Contractor as indicated in the contract.

40. TRAVEL: The School Board shall not be liable for any reimbursement costs associated with travel.

41. METHOD OF PAYMENT: The Successful Offeror shall be paid on the basis of invoices submitted for completed work. Payment will be net forty-five (45) days from receipt, and approval, by an authorized FCSB official, upon satisfactory completion of delivery. Payment shall be made after satisfactory performance of the contract in accordance with all the provisions thereof and upon receipt of a properly completed invoice. FCSB reserves the right to withhold any or all payments or portions thereof for Successful Offeror’s failure to perform in accordance with the provisions of the contract or any modifications thereto.

42. APPROPRIATION OF FUNDS: Notwithstanding all other provisions, the School Board shall be bound by the contract only to the extent that, in FCSB’s opinion, there are funds appropriated for and available to perform its obligations hereunder, from all applicable federal, state and local sources.

43. SUBCONTRACTORS: No portion of the work shall be subcontracted without prior written consent of the Purchasing Agent. If the Offeror desires to subcontract some part of the work specified herein, the Offeror shall furnish the Purchasing Agent the names, qualifications, and experience of their proposed subcontractors. The Offeror shall, however, remain fully liable for the work to be done by its subcontractors and shall assure compliance with all requirements of the contract.

44. PROMPT PAYMENT REQUIREMENTS FOR SUBCONTRACTORS. If subcontractors are used in the performance of the contract, Successful Offeror shall take one of the two following actions within seven days after receipt of amounts paid to it for work performed by a subcontractor:

a. Pay the subcontractor for the proportionate share of the total payment received from FCSB attributable to the work performed by the subcontractor; or

b. Notify FCSB and subcontractor, in writing, of Offeror’s intention to withhold all or a part of the subcontractor's payment with the reason for nonpayment.

c. Offeror shall provide FCSB with its federal employer identification number prior to receiving any payments hereunder.

d. Offeror shall pay interest to the subcontractor on all amounts owed by it that remain unpaid after seven days following receipt by it of payment from FCSB for work performed by the subcontractor under the contract, except for amounts withheld as allowed in subparagraph b above.

e. Unless otherwise provided under the terms of the contract, interest shall accrue at the rate of one percent per month for amounts owed to a subcontractor.

f. Offeror shall include in each of its subcontracts a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier subcontractor.

g. Offeror’s obligation to pay an interest charge to a subcontractor pursuant to the payment clause in this paragraph shall not be construed to be an obligation of FCSB. The contract shall not be modified for the purpose of providing reimbursement for the interest charge.

A cost reimbursement claim shall not include any amount for reimbursement for the interest charge.

45. TAX EXEMPTION: FCSB, as a public body politic and corporate of the Commonwealth of

Virginia, is exempt from any Federal excise tax and Virginia sales and use tax. Successful

Offeror shall not include any such taxes in any invoices under this contract.

46. USE OF CONTRACT BY OTHER ENTITIES/COOPERATIVE CONTRACT: The procurement of goods and/or services provided for in this solicitation is being conducted pursuant to § 2.2-4304 of the Code of Virginia. Accordingly, any public body may access this purchase if authorized by the successful offeror. If authorized by the successful offeror, this purchase may be extended to other public bodies in accordance with the terms, conditions, and specifications of this procurement. No modification of this Agreement or execution of a separate agreement is required to participate. Participating entities will place their own orders directly with the successful offeror and will fully and independently administer their use of this purchase to include contractual disputes, invoicing, and payments without direct administration from FCSB. FCSB will not be held liable for any costs or damages incurred by any other participating entity as a result of any authorization by the supplier to extend this purchase. It is understood and agreed that FCSB is not responsible for the acts or omissions of any entity, and will not be considered in default of this purchase no matter the circumstances.

The use of this purchase does not preclude any participating entity from using other agreements or competitive processes as the need may be. Participation in this cooperative procurement is strictly voluntary.

47. CONTRACTOR AUTHORIZED TO TRANSACT BUSINESS: In accordance with §2.2-

4311.2 of the Code of Virginia, any Offeror organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of

Virginia, or as otherwise…