ALEXANDRIA CITY SCHOOL BOARD

dba

ALEXANDRIA CITY PUBLIC SCHOOLS (ACPS)

INVITATION TO BID NO. 123389

For

INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS

OPENING DATE: August 18, 2026

BIDS DUE: 11:00 AM

PUBLIC OPENING TIME: 2:00 PM

ONLY ELECTRONIC RESPONSES VIA eVA (electronic Virginia’s) website will be accepted, Vendor Registration is required to submit a response please use the following link to eVA https://eva.virginia.gov/

All responses to this Invitation to Bid shall be valid for a period of ninety (90) days.

ALEXANDRIA CITY PUBLIC SCHOOLS

DOES NOT DISCRIMINATE AGAINST FAITH-BASED ORGANIZATIONS

Date of INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN AS-

NEEDED BASIS – July 21, 2026 https://eva.virginia.gov/

INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS, ITB NO.

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SOLICITATION INFORMATION SHEET

Issue Date: July 21, 2026

INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED

BASIS: ITB NO. 123389

Commodity Code: 87070 & 90948

Issued By: Alexandria City School Board dba Alexandria City Public Schools (ACPS) Financial Services / Procurement Office 1340 Braddock Place, Suite 620 Alexandria, Virginia 22314

To Whom It May Concern:

Alexandria City School Board dba Alexandria City Public Schools (ACPS) is seeking bids from qualified bidders for the provision, installation, and replacement of window treatments on an as-needed basis for all ACPS sites and locations. ACPS desires to establish a contract to provide window treatments at contracted rates.

Each Bidder(s) is solely responsible for ensuring that they have the current, complete version of the INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS, ITB NO. 123389 documents, including any addenda, before submitting a bid.

Questions and Interpretation of Solicitation: all questions must be submitted via email directly to arlene.palmer@acps.k12.va.us, with the subject line: “INSTALLATION AND

REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS ITB NO. 123389

by or before 5:00 p.m. EST August 3, 2026. No verbal questions shall be allowed.

Interpretations, changes, or clarifications considered necessary by ACPS in response to such questions will be issued via formal Addenda and posted on www.eva.virginia.gov.

Bidders are solely responsible for checking regularly for all Addenda.

ACPS reserves the right to cancel this REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS ITB and/or reject any or all bids and to waive any informality in any bid. Bids received after the date and time specified shall not be accepted or considered.

Respectfully, Arlene Palmer, MBA, NIGP-CPP, VCA Senior Buyer mailto:arlene.palmer@acps.k12.va.us

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TABLE OF CONTENTS

INVITATION TO BID (INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON

AN AS-NEEDED BASIS) NO.123389

FOR

INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS

Purpose of this ITB……………………..……………………………………….…………...4

Mission and Background…………………………………………………………………...4

Scope of Services…………………………………..…………..…………………………...4

Submittal Procedures…………………………………………………………………….…8

Bid Opening………………………………………………………………………………

Method of Source Selection …………………………………….…………………

Award to Multiple Bidders……………..………………………………………….…

Offeror’s Attestation ……………………………………………………………………...19

Attachment A - Sample Contract……………………………………………….………20

Attachment B – Sample PO Terms and Agreement…………………….…..….…..33

Attachment C - Bid Submission Forms………………………..…………..………..36

Attachment D - References…………………….…………………….…………………42

Attachment E – Insurance Requirements.……….…………………….…………….43

Attachment F - Taxpayer Identification (W-9)……….………………………………45

Attachment G- Criminal Convictions Certification………………………………

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SECTION 1. PURPOSE

The purpose of this Invitation to Bid is to solicit competitive bids from qualified Bidders to provide all labor, materials, equipment, transportation, supervision, and incidentals necessary for window shade replacement, repair, and installation on an as-needed basis. Firms must be authorized to do business in the Commonwealth of Virginia.

SECTION 2. PRE-BID CONFERENCE

A pre-Bid conference will not be held for this procurement.

SECTION 3. SCOPE OF SERVICES

Alexandria City Public Schools (ACPS) has issued this solicitation for the purpose of securing a Vendor to purchase, install and/or repair horizontal/vertical blinds, shades or panel tracks. In addition, to include electrical components, devices, and accessories for motorized operators. The Vendor shall provide all necessary skilled labor, supervision, tools, and equipment to receive, repair, assemble and disassemble, and store new window treatments.

Applications include standard square, rectangular, and some arched windows.

Vendor shall provide roller shades with or without valence, in accordance with the Schools Project Officer. Windows vary in size from 3’x5’ to 8’x8’ and mount to aluminum, concrete, and drywall depending on the facility with both inside and outside mounts possible.

A. VENDOR’S GENERAL SERVICE REQUIREMENTS

The Vendor shall have the following responsibilities:

1. Provide at their expense all supervision, labor, material, tools (per each installer), equipment, machinery, transportation and other facilities and services necessary to fully complete the services request.

2. Receive, offload, inventory, un-wrap, staging, storage, and Installation of new window treatments.

3. Coordinate all activities with the School’s Project Officer.

4. Deliver blinds in factory packages, marked with manufacturer and product names, and fire-test response characteristics.

5. Install window coverings and hardware in accordance with the manufacturer’s specifications, standards, and procedures.

6. Provide adequate clearance between sash and blinds to permit unencumbered operation of sash hardware.

7. Ensure all installations are installed straight, level, plumb, and in a workmanlike manner, and adjust blinds to operate smoothly, easily, safely, and free from binding or malfunction throughout the entire operational range.

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8. Clean blind surfaces after installation, according to the manufacturer’s written instructions.

9. Responsible for the removal of all the debris and waste accumulated as a result of the Vendor’s operations, including existing blinds

10. Ensure that the Vendor’s vehicles shall be fully insured and only be driven by the operators who have a valid VA, DC, or MD driver’s license with the necessary types of endorsements.

11. Responsible for all damages resulting from the Vendor’s inferior workmanship and or negligent handling. All damages shall be corrected within 2 months at no cost to ACPS. Only use the specified freight elevators, elevators, or stairwells specified by the School’s Project Officer.

B. SCHOOL’S RESPONSIBILITIES

ACPS shall have the following responsibilities:

1. Inspect and approve all work to ensure compliance with city standards, as well as all federal, state, and local regulations.

2. Provide the final sign-off and acceptance of all work on behalf of the School.

3. The School’s Project Officer will conduct a walkthrough at the start of the job and at the completion to assess the quality of work and check for any damage.

4. Provide notice to the Vendor to pick up materials when required.

5. When specific tasks are being completed, the School will issue to the Vendor daily notices for Work to be performed the next workday.

C. COMMUNICATION AND HOURS OF OPERATIONS

1. Regular work hours under this Contract are defined as 7:00 a.m. to 4:00 p.m., Monday through Friday, except weekends and School-observed Holidays.

However, the School may schedule the Work based on the specific requirements for each project during regular business hours, evenings, weekdays, weekends, or School-observed holidays. Some facilities are only accessible at different hours, including some with twenty-four (24) hour access.

2. The Vendor shall coordinate and maintain frequent communication with the School’s Project Officer, confirming completed tasks and updating tasks start and finish times when in variance with the submitted work schedule.

3. The Vendor shall be responsible for notifying the School at a minimum of twenty-four (24) hours in advance for personnel relocations.

4. Regular shifts contain up to eight (8) work hours, the Vendor shall invoice the School for the actual number of hours during which Work was performed (i.e., if the shift consisted of four (4) working hours, then the invoice shall be for those four (4) hours). The Vendor may request overtime pay through the Project Officer, should the Vendor’s crew require staying and Work beyond eight (8) consecutive hours.

5. The School’s Project Officer must approve all overtime requests in writing prior https://www.arlingtonva.us/Government/Topics/Holiday-Schedule

123389 6 | P a g e to the actual Work being performed.

D. OVERTIME WORK

Work authorized in advance by the School’s Project Officer or designee to be performed on a time and material basis outside of regular work hours shall be paid at the overtime hourly labor rate(s) provided on the Bid Form. The Vendor shall not perform overtime Work for any reason without the advance approval of the School’s Project Officer or designee. Work performed outside of regular work hours without the advance approval of the School’s Project Officer or for the Vendor’s convenience shall be paid at straight-time hourly labor rate(s) only.

E. VENDOR’S STAFFING REQUIREMENTS:

1. The Vendor shall screen and employ only qualified personnel who are skilled in the Work required under this Contract and acceptable to the School.

Minimum personnel qualifications shall be as follows:

a. Supervisor – Minimum of three (3) years of experience. The Supervisor must be fluent in English to communicate with the School’s Project Officer and School staff. The Supervisor must have a working mobile phone.

b. Installer - Minimum of 1 year of experience.

2. The Vendor shall immediately remove any employee that the School determines to be unacceptable. The name and qualifications of any new employee shall be provided to the School no more than ten (10) days following the employee's assignment.

3. The Vendor's employees shall, always during the performance of services under this Contract, wear a uniform that clearly identifies the Vendor's company name. Additionally, the Vendor shall provide each employee with an identification badge, which includes a photograph of the employee and the Vendor's telephone number, which shall always be worn by the employees.

Vendor’s employees shall always comply with this requirement while on School property.

4. The Vendor shall ensure that its employees follow all security procedures applicable to the building in which they perform the work.

5. The Vendor agrees to provide the School Project Officer a list of employees assigned to work under this Contract with their full name. The Vendor shall update this list of employees as needed.

6. The Vendor shall notify the Project Officer, by phone and in writing, when a permanent change in management or supervisory personnel assigned to this contract is to occur and provide the name and resume of the replacement personnel.

7. The Supervisor or Lead Installer shall be able to communicate in and understand English (both verbal and written). The Supervisor or Lead Installer must be able to follow directions and convey instructions to installers and must be able to ask questions and explain actions to the School Project Officer.

8. The Supervisor shall be responsible for all keys and access cards assigned by the School’s Project Officer to unlock spaces, and for locking the work area before leaving. If the Supervisor or any of the Vendor's employees lose

123389 7 | P a g e any keys, the Vendor shall be liable for the total cost of re-keying the entire area of the Facility affected. Key(s) must be returned daily to the School Project Officer or a designated School employee.

9. The Supervisor shall be responsible for the conduct and performance of the Vendor's employees, and compliance with the following rules:

a. Vendor's employees appearing to be under the influence of alcohol or drugs shall not be permitted in any School facility.

b. No loud or boisterous conduct of Vendor’s employees will be permitted.

c. Vendor's employees shall not use or tamper with office machines, equipment or School employees' personal property at any time.

d. Vendor's employees shall not use the School's business telephones at any time except to contact the School Project Officer.

e. Vendor's employees are not to be accompanied in their work areas on the premises by acquaintances, family members, assistants, or any other person unless said person is a vendor employee assigned to this Contract;

and

f. Vendor’s employees shall limit their communication to the School staff to information for the personnel to conduct their Work.

g. The School reserves the right to require the removal of any Vendor’s employee from the assignment to this Contract who is determined to be incompetent, careless, insubordinate, or otherwise objectionable to the School Project Officer, or whose conduct is contrary to consistent good relations with the School or the general public. The Vendor's Supervisor shall remove such employee from the School’s premises immediately at the direction of the School’s Project Officer.

F. INVOICES

The invoices shall, at a minimum, contain the following information:

1. Project location – building name, address, and PO number.

2. Description of Work performed.

3. Date Work performed.

4. Name of installer and time worked.

SECTION 4. AGREEMENT RATES

The Contractor agrees that prices shall remain firm for the Initial Contract Term. If consideration is to be given to adjusting the price after the Initial Contract Term or a Renewal Contract Term, the price may be adjusted only upon approval of a written request to the Procurement Director.

Upon receipt of the Contractor’s request, ACPS shall make a determination to approve or adjust the requested price increase based upon its investigations and the information provided by the Contractor. Any price adjustment agreed to shall take place only in accordance with the schedule defined above.

The request for an adjustment in the price shall include as a minimum, (1) the cause for the

123389 8 | P a g e adjustment; (2) proposed effective date; and, (3) the amount of the adjustment requested with documentation to support the requested adjustment (i.e., appropriate Bureau of Labor Statistics index, change in manufacturer's price, etc.)

The request must be received at least thirty (30) days prior to the effective date of the expiration of the Initial Contract Term or Renewal Contract Term and shall become effective only upon approval by the Procurement Director. The adjusted price shall not apply to orders received by the Contractor prior to the effective date of the approved increased price. Orders placed via Purchase Order, shall be considered to have been received by the Contractor after the fifth (5th) calendar day following the date of issuance. The Procurement Director may cancel, without liability to either party, any portion of the Contract affected by the requested adjustment and any materials, supplies or services undelivered at the time of such cancellation.

SECTION 5. QUALIFICATION OF BIDDERS

Each bidder may be required, before the award of contract, to show to the complete satisfaction of ACPS Procurement Office that it has the necessary facilities, ability, and financial resources to comply with the contract and furnish the service, material, or goods specified herein in a satisfactory manner. Bidder(s) shall furnish samples of category(ies) proposed. Each bidder may also be required to provide past history and references which will enable the Procurement Office to be satisfied as to the bidder's qualifications. Failure to qualify according to the foregoing requirements will justify bid rejection by ACPS.

SECTION 6. SUBMITTAL PROCEDURES

Bidder(s) must be registered with eVA before the opening date and time, as specified on the cover page of this solicitation or subsequent addenda. The registration process must be completed before submitting any response to a solicitation, so allow enough time to complete that process first.

Only electronic responses via eVA (electronic Virginia) website: https://eva.virginia.gov/ will be accepted on or before the REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS closing date and time. No paper copies are allowed. Exceptions to the REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS requirements are not allowed. Taking exception to the REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS requirements may result in a conditional bid. Conditional bids are not acceptable and may be rejected in whole or in part.

Bids received after the date and time specified shall not be accepted or considered.

A bid shall contain the original signature of an individual who is authorized to bind the Company.

The original signature should be provided on the Bid Forms and on all other bid documents where a signature is required.

The Bidder shall review and comply with the requirements of the INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS and ensure that all required forms are executed and submitted. Electronic bids shall include the following items:

• ATTACHMENT C - BID FORM, pages 36 – 41 (SEE EXCEL PRICING SHEET)

• ATTACHMENT D - REFERENCES, page 42

• ATTACHMENT E – INSURANCE, page 43

• ATTACHMENT F – W9, page 45

• ATTACHMENT G – CRIMINAL CONVICTIONS CERTIFICATION, page 46

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SECTION 7. BID OPENING

NOTE: Bid openings will be held via Zoom meeting at the date and time listed below:

Topic: INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS ITB NO. 123389 Bid Opening

Time: August 18, 2026, 2:00 PM Eastern Time (US and Canada)

Join Zoom Meeting:

https://acpsk12.zoom.us/j/5055953348?pwd=K2JkMjI5TDZEVUR6Qmlac2JYeURKQT09&omn=969 07052894&jst=2

Meeting ID: 5055953348 Passcode: pJd1U7

(US) +1 507-473-4847

Passcode: 052050 5055953348@zoomcrc.com Passcode: 052050

The Board shall receive sealed bids until the bid due date indicated on the bid front cover sheet.

At the time of the bid opening the Buyer or designee shall open all bids received, and record all responses. A copy of the bid tabulations will be made available via eVA at https://eva.virginia.gov/ website.

SECTION 8. METHOD OF SOURCE SELECTION

ACPS is using the competitive sealed bid method of source selection for this procurement, as authorized by the Virginia Code §2.2-4301(3)(b)(1). If an award(s) is made, ACPS will issue a Purchase Order to the lowest responsive and responsible Bidder(s). In the event that no one vendor can supply all items requested, ACPS reserves the right to make multiple awards by determining the lowest responsive and responsible Bidder. The award, if any, shall be based on the lowest hourly rate. ACPS reserves the right, however, to make multiple awards.

It is ACPS’ intent that this solicitation promotes competition. It shall be the bidder’s responsibility to advise ACPS if any language, requirements or specifications restrict or limit the purchase to a single source. Such notification must be received by the ACPS Procurement Director no later than five (5) calendar days prior to the date and time set for bid opening. A review of such notification will be made and the bidder will be notified of the results of the review.

SECTION 9. AMBIGUITY, CONFLICT, OR OTHER ERRORS IN THE REPLACEMENT

WINDOW TREATMENTS ON AN AS-NEEDED BASIS

If a Bidder discovers any ambiguity, conflict, discrepancy, omission, or other error in the REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS, it shall immediately notify Arlene Palmer of such error in writing and request modification or clarification of the

INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS.

Any Bid that includes assumed clarifications and/or corrections without the required authentication of the same shall be subject to rejection by ACPS. Any necessary modification or clarification to the INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS will be made and corrections posted by an Addendum to this INSTALLATION AND

REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS.

https://www.google.com/url?q=https://acpsk12.zoom.us/j/5055953348?pwd%3DK2JkMjI5TDZEVUR6Qmlac2JYeURKQT09%26omn%3D96907052894%26jst%3D2&sa=D&source=calendar&ust=1784396696674750&usg=AOvVaw1OLrd1PW0eFJ0Y5c9z4-U8 https://www.google.com/url?q=https://acpsk12.zoom.us/j/5055953348?pwd%3DK2JkMjI5TDZEVUR6Qmlac2JYeURKQT09%26omn%3D96907052894%26jst%3D2&sa=D&source=calendar&ust=1784396696674750&usg=AOvVaw1OLrd1PW0eFJ0Y5c9z4-U8 tel:+15074734847,,5055953348 sip:5055953348@zoomcrc.com

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SECTION 10. WAIVER OF INFORMALITIES

ACPS reserves the right to waive minor defects or variations from the exact requirements of the solicitation in a bid insofar as those defects or variations do not affect the price, quality, quantity, or delivery schedule of the goods, services and/or construction being procured. If insufficient information is submitted for ACPS to properly evaluate the bid by a bidder, ACPS reserves the right to require such additional information as it may deem necessary after the bid opening time and date, provided that the information requested does not change the price, quality, quantity, or delivery schedule for the goods, services, or construction being procured.

SECTION 11. TIE BIDS

i. If two (2) or more Bidders submit Bids that are identical as to price, quality, and service, preference shall be given to goods produced in Virginia or goods or services provided by Virginia persons, firms, or corporations; otherwise, the tie shall be decided by lot or as hereinafter provided.

ii. Whenever any Bidder is a resident of any other state and such state under its laws allows a resident vendor of that state preference, a like preference may be allowed to the lowest responsible Bidder who is a resident of Virginia.

SECTION 12. BID AWARD

a. An award pursuant to the INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS will be awarded to the lowest responsive and responsible Bidder(S). The responsibility of the bidder will be determined by the criteria provided in this INSTALLATION AND REPLACEMENT WINDOW

TREATMENTS ON AN AS-NEEDED BASIS;

b. In the event that no one vendor can supply all items requested, ACPS reserves the right to make multiple awards by determining the lowest responsive and responsible Bidder.

The award, if any, shall be based on the lowest hourly rate. ACPS reserves the right, however, to make multiple awards.

c. Discounts contingent on payment of invoices by ACPs within a stipulated period of time will be accepted as a component of a bid, but will not be considered by ACPS when evaluating bid prices or when making an award;

d. Where the unit price and the extension price are at variance, the unit price will prevail;

and

e. The Procurement Office will post the bid tabulation to the eVA website.

SECTION 13. AWARD TO MULTIPLE BIDDER(S)

Pursuant to Section 2.2-4301 (3)(b) of the Code of Virginia, Selection shall be made of one or more Bidder(s) deemed to be fully qualified and best suited among those submitting bids on the basis of the qualification factors included in the Invitation to Bid and pricing. Price shall be the determining factor. The Commonwealth reserves the right to make multiple awards as a result of this solicitation.

The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the contractor’s bid as submitted.

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SECTION 14. COOPERATIVE PROCUREMENT

The procurement of goods and/or services provided for in this Contract is being conducted pursuant to Virginia Code Section 2.2-4304 and on behalf of other public bodies in Virginia.

Unless specifically prohibited by the Awarded Bidder, any resultant contract may be used by other public bodies in Virginia as allowed by Section 2.2-4304. The Awarded Bidder shall deal directly with each public agency or body seeking to obtain any goods and/or services pursuant to this Contract or from this procurement and in accordance with Virginia Code Section 2.2-4304. ACPS shall not be responsible or liable for any costs, expenses, or any other matters of any type to either the Vendor or the public agency or body seeking to obtain any goods and/or services pursuant to this cooperative procurement provision.

SECTION 15. INFORMATION ON CONTRACT TO BE AWARDED

The Sample Contract marked as Attachment A to this REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS contains terms and conditions that ACPS plans to include in any contract that may be awarded, but such terms and conditions may be changed, added to, deleted, or modified as may be agreed to between ACPS and the Bidder during negotiations. However, if a Bidder has any objections to any of the terms or conditions set forth in the Sample Contract or any changes or additions thereto that the Bidder wants to discuss during negotiations, the Bidder should set forth such objections, changes, or additions in such Bidder’s bid submitted in response to this ITB. Otherwise, submission of a bid by a Bidder will obligate such Bidder, if it is the Successful Bidder, to enter into a contract containing the same or substantially similar terms and conditions as contained in such Sample Contract. Other terms and conditions, if necessary, will be negotiated with the Successful Bidder.

SECTION 16. BID AND PRESENTATION COSTS

ACPS shall not be liable in any way for any costs incurred by any Bidder in the preparation of its Bid in response to the INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN

AS-NEEDED BASIS.

SECTION 17. NO BID

If Vendor desires not to bid on the INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS, the Vendor should forward an acknowledgment of “No Bid” to the Procurement Office.

SECTION 18. BID WITHDRAWAL PROCEDURE

A Bidder may withdraw its Bid from consideration at any time prior to the bid opening by notifying the ACPS Director of Procurement in writing.

Subsequent to the commencement of the bid opening procedure, a Bidder may withdraw its Bid from consideration if the price bid was substantially lower than other Bids due solely to a mistake therein, provided:

i. that the Bid was submitted in good faith;

ii. and the mistake was a clerical mistake as opposed to a judgment mistake was actually due to an unintentional arithmetic error or an unintentional omission of a quantity of work, labor, or material made directly in the compilation of the Bid; and

iii. that the unintentional nature of the arithmetic error or omission is clearly shown to the Procurement Manager’s satisfaction by objective evidence drawn from original work

123389 12 | P a g e papers, documents, and materials used in the preparation of the Bid sought to be withdrawn. Written notice of the Bid withdrawal must be provided by the Bidder within two (2) Business Days of the conclusion of the bid opening procedure. By close of business on the second business day following the written notice of withdrawal, the Bidder must submit to the ACPS Director of Procurement all original work papers, documents, and materials used to prepare the Bid.

The aforementioned notice and documents must be delivered in person or by registered mail to the ACPS Director of Procurement. The ACPS Director of Procurement’s determination shall be made in writing within five (5) Business Days of receipt of the notice of the Bid withdrawal, shall state the reason for denial of the request for withdrawal (if applicable), and may only be based upon the original work papers, documents, and materials delivered as requested above.

SECTION 19. BID ACCEPTANCE

Submission of a signed Bid is certification by the respective bidder that it is registered with the Virginia State Corporation Commission, if applicable, it is the legal entity authorized to enter into an agreement with ACPS, and that it will accept any award made to it as a result of the submission.

ACPS’ Purchase Order will serve as a payment document and Agreement, and the Purchase Order Number shall be shown on all invoices and correspondence.

SECTION 20. INSURANCE REQUIREMENTS

The Bidder also acknowledges that evidence of required insurance coverage must be submitted with the Bid and that ACPS may rescind its acceptance of the Bidder’s Bid upon the failure of the Bidder to promptly provide the evidence of insurance (See Part III, Insurance Requirements).

SECTION 21. EXAMINATION OF SOLICIATION DOCUMENTS

It is the responsibility of each Bidder to examine thoroughly the Solicitation Documents and other related data identified in the INSTALLATION AND REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS before submitting a Bid in response to the INSTALLATION AND

REPLACEMENT WINDOW TREATMENTS ON AN AS-NEEDED BASIS.

SECTION 22. PAYMENT TERMS

Payment terms will be recorded by ACPS as Net forty-five (45) days. ACPS will pay the Vendor within forty-five (45) calendar days after the date of receipt of a correct, as determined by each School location, invoice approved by the School’s designee describing the approved delivery and the acceptance of the items which meets the Contract requirements, whichever is later. Payments will be made by ACPS for goods furnished, delivered, inspected, and accepted upon receipt of invoices submitted on the date of shipment or delivery of service, subject to applicable payment terms. The number of the ACPS Purchase Order pursuant to which authority shipments have been made shall appear on all invoices. Invoices shall be submitted in duplicate. Unless otherwise specified herein, payment shall not be made prior to delivery and acceptance of the entire order by ACPS.

SECTION 23. PURCHASE ORDER/ PROCUREMENT CARD REQUIREMENT

ACPS purchases are authorized only if an ACPS Purchase Order is issued in advance of the transaction or if a Procurement Card (P-Card) is given at the time of the transaction, indicating that the ordering department or school has sufficient funds available to pay for the purchase. The Purchase Order or P-Card information is to be provided to the Vendor by the ordering department

123389 13 | P a g e or school. If the Vendor provides goods without a signed ACPS Purchase Order or P-Card number, it does so at its own risk and sole expense.

SECTION 24. NEGOTIATIONS WITH LOWEST RESPONSIVE AND RESPONSIBLE

BIDDER.

If the bid by the lowest responsive and responsible bidder exceeds available funds, ACPS reserves the right to negotiate with the apparent low bidder pursuant to §2.2-4318 Code of Virginia, and the School Board Policy. The conditions and procedures under which such negotiation may be undertaken are that the Director of Procurement shall determine that the lowest responsive and responsible bid exceeds available funds and notify such bidder of its desire to negotiate. Thereafter, negotiations with the apparent low bidder may be held to obtain a contract within available funds involving discussions of reduction of quantity, quality, or other cost saving mechanisms. Any such negotiated contract shall be subject to final approval of ACPS, in the sole discretion of ACPS.

SECTION 25. DISCRIMINATION BY VENDOR PROHIBITED

During the performance of this Contract, the Vendor agrees as follows:

a. The Vendor 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 federal or Virginia law related to discrimination in employment except where there is a bona fide occupational qualification reasonably necessary or related to the normal operation of the Vendor. The Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

b. The Vendor, in all solicitations or advertisements for employees placed by or on behalf of the Vendor, will state that the Vendor is an Equal Opportunity Employer.

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

d. The Vendor will comply with the provisions of the Americans with Disabilities Act of 1990 which prohibits discrimination against individuals with disabilities in employment, and mandates their full participation in both publicly and privately-provided services and activities.

e. The Vendor will include the provisions of the foregoing paragraphs in every subcontract or purchase order of over $10,000.00, so that these provisions will apply to each subvendor or vendor.

SECTION 26. EMPLOYMENT OF UNAUTHORIZED ALIENS PROHIBITED

In accordance with § 2.2-4311.1 of the Code of Virginia, 1950, as amended, the Vendor acknowledges that it does not, and shall not during the performance of this Contract, knowingly employ an unauthorized alien as that term is defined in the federal Immigration Reform and Control Act of 1986.

SECTION 27. DRUG-FREE WORKPLACE

During the performance of this Contract, the Vendor agrees to:

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(i) provide a drug-free workplace for the Vendor'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 marijuana or any other controlled substance is prohibited in the Vendor'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 Vendor that the Vendor 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 relating to this Contract, so that the provisions will be binding upon each subvendor 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 vendor by ACPS, 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.

SECTION 28. FAILURE TO DELIVER

In case of failure by the Vendor to deliver goods in accordance with the PO Documents, ACPS, after written notice, may procure the same or similar goods or services from other sources and the Vendor shall be liable for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which ACPS may have pursuant to this Contract or under law. At its discretion, ACPS shall be entitled to offset such costs against any sums owed by ACPS to the Vendor.

SECTION 29. TERMINATION

The Contract shall remain in force for the Initial Contract Term or any Subsequent Contract Term(s) and until ACPS determines that all the following requirements and conditions have been satisfactorily met: ACPS has accepted the Work, and thereafter until the Vendor has met all requirements and conditions relating to the Work under the Contract Documents, including warranty and guarantee periods. However, ACPS shall have the right to terminate this Contract sooner if the Vendor is in breach or default or has failed to perform satisfactorily the Work required, as determined by the ACPS in its discretion.

If ACPS determines that the Vendor has failed to perform satisfactorily, then ACPS will give the Vendor written notice of such failure(s) and the opportunity to cure such failure(s) within at least fifteen (15) days before termination of the Contract takes effect (“Cure Period”). If the Vendor fails to cure within the Cure Period, or as otherwise specified in the notice, the Contract may be terminated for the Vendor’s failure to provide satisfactory Contract performance. Upon such termination, the Vendor may apply for compensation for Contract services satisfactorily performed by the Vendor, allocable to the Contract and accepted by ACPS prior to such termination unless otherwise barred by the Contract (“Termination Costs”). In order to be considered, such request for Termination Costs, with all supporting documentation, must be submitted to ACPS Project Officer within fifteen (15) days after the expiration of the Cure Period. ACPS may accept or reject, in whole or in part, the application for Termination Costs and notify the Vendor of same within a reasonable time thereafter.

If ACPS terminates the Contract for default or breach of any Contract provision or condition, then the termination shall be immediate after notice from the ACPS to the Vendor (unless ACPS in its discretion provides for an opportunity to cure) and the Vendor shall not be permitted to seek Termination Costs.

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Upon any termination pursuant to this section, the Vendor shall be liable to ACPS for all costs incurred by ACPS after the effective date of termination, including costs required to be expended by ACPS to complete the Work covered by the Contract, including costs of delay in completing the Project or the cost of repairing or correcting any unsatisfactory or non-compliant work performed or provided by the Vendor or its subcontractors. Such costs shall be either deducted from any amount due the Vendor or shall be promptly paid by the Vendor to ACPS upon demand by ACPS. Additionally, and notwithstanding any provision in this Contract to the contrary, the Contactor is liable to ACPS, and ACPS shall be entitled to recover, all damages to which ACPS is entitled by this Contract or by law, including and without limitation, direct damages, indirect damages, consequential damages, delay damages, replacement costs, refund of all sums paid by ACPS to the Vendor under the Contract and all attorney fees and costs incurred by ACPS to enforce any provision of this Contract.

Except as otherwise directed by ACPS in the notice, the Vendor shall stop work on the date of receipt of notice of the termination or other date specified in the notice, place no further orders or subcontracts for materials, services, or facilities except as are necessary for the completion of such portion of the Work not terminated, and terminate all vendors and subcontracts and settle all outstanding liabilities and claims. Any purchases after the date of termination contained in the notice shall be the sole responsibility of the Vendor.

In the event any termination for cause, default, or breach shall be found to be improper or invalid by any court of competent jurisdiction then such termination shall be deemed to have been a termination for convenience.

SECTION 30. TERMINATION FOR CONVENIENCE

The performance of Work under this Contract may be terminated by ACPS’ Director of Procurement, in whole or in part, whenever determined that such termination is in the best interest of ACPS. Any such termination shall be effected by the delivery to the Vendor of a written notice of termination at least fifteen (15) days before the date of termination, specifying the extent to which performance of the work under this Contract is terminated and the date upon which such termination becomes effective. The Vendor will be entitled to receive compensation for all Contract services satisfactorily performed by the Vendor and allocable to the Contract and accepted by the ACPS prior to such termination and any other reasonable termination costs as negotiated by the parties, but no amount shall be allowed for anticipatory profits.

After receipt of a notice of termination and except as otherwise directed, the Vendor shall stop all designated work on the date of receipt of the notice of termination or other date specified in the notice; place no further orders or subcontracts for materials, services or facilities except as are necessary for the completion of such portion of the work not terminated; immediately transfer all documentation and paperwork for terminated work to the ACPS; and terminate all vendors and subcontracts and settle all outstanding liabilities and claims.

SECTION 31. INDEMNIFICATION

The Vendor covenants for itself, its employees, and subcontractors to save, defend, hold harmless and indemnify the ACPS, and all of its elected and appointed officials, officers, current and former employees, agents, departments, agencies, boards, and commissions (collectively the “ACPS” for purposes of this section) from and against any and all claims made by third parties or by the ACPS for any and all losses, damages, injuries, fines, penalties, costs (including court costs and attorney’s fees), charges, liability, demands or exposure, however caused, resulting from, arising out of, or in any way connected with the Vendor’s acts or omissions, including the acts or omissions of its employees and/or subvendors, in performance or nonperformance of the

123389 16 | P a g e work called for by the Contract Documents. This duty to save, defend, hold harmless and indemnify shall survive the termination of this Contract. If, after notice by the ACPS, the Vendor fails or refuses to fulfill its obligations contained in this section, the Vendor shall be liable for and reimburse the ACPS for any and all expenses, including, but not limited to, reasonable attorney fees incurred and any settlements or payments made. The Vendor shall pay such expenses upon demand by the ACPS and failure to do so may result in such amounts being withheld from any amounts due to Vendor under this Contract.

SECTION 32. CONFIDENTIAL INFORMATION

The Vendor, and its employees, agents, and subvendors, hereby agree to hold as confidential all ACPS information obtained as a result of its Work under this Contract. Confidential information includes, but is not limited to, nonpublic personal information, personally identifiable health information, social security numbers, addresses, dates of birth, other contact information or medical information about a person, information pertaining to products, operations, systems, customers, prospective customers, techniques, intentions, processes, plans, expertise and any information entrusted to any affiliate of the parties. The Vendor shall take reasonable measures to ensure that all of its employees, agents, and subvendors are informed of, and abide by, this requirement.

SECTION 33. ETHICS IN PUBLIC CONTRACTING

This Contract incorporates any and all Virginia or federal law related to ethics, conflicts of interest, or bribery, including, by way of illustration and not limitation, the Virginia State and Local Government Conflict of Interests Act (Code of Virginia § 2.2-3100 et seq.), the Virginia Governmental Frauds Act (Code of Virginia § 18.2-498.1 et seq.), and Articles 2 and 3 of Chapter 10 of Title 18.2 of the Code of Virginia, as amended (§ 18.2-438 et seq.). The Vendor certifies that its offer was made without collusion or fraud and that it has not offered or received any kickbacks or inducements from any other bidder, supplier, manufacturer, or subcontractor and that it has not conferred on any public employee having official responsibility for this procurement 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.

SECTION 34. ACPS EMPLOYEES

No employee of ACPS shall be admitted to any share in any part of this Contract or to any benefit that may arise therefrom which is not available to the general public.

SECTION 35. FORCE MAJEURE

The Vendor shall not be held responsible for failure to perform the duties and responsibilities imposed by this Contract if such failure is due to fires, riots, rebellions, natural disasters, wars, acts of terrorism, or an act of God beyond the control of the Vendor and outside the scope of the Vendor’s then-current, by industry standards, disaster plan that make performance impossible or illegal, unless otherwise specified in the Contract.

ACPS shall not be held responsible for failure to perform its duties and responsibilities imposed by the Contract if such failure is due to fires, riots, rebellions, natural disasters, wars, acts of terrorism, or an act of God beyond the control of the ACPS that make performance impossible or illegal, unless otherwise specified in the Contract.

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SECTION 36. AUTHORITY TO TRANSACT BUSINESS

The Vendor shall, pursuant to Code of Virginia § 2.2-4311.2, be and remain authorized to transact business in the Commonwealth of Virginia during the Initial Term and any Subsequent Contract Term(s) of this Contract. A contract entered into by a Vendor in violation of this requirement is voidable, without cost or expense, at the sole option of the ACPS.

SECTION 37. INDEPENDENT CONTRACTOR

The Contractor is an independent contractor, and neither the Vendor nor its employees or subcontractors will, under any circumstances, be considered employees, servants or agents of ACPS. ACPS will not be legally responsible for any negligence or other wrongdoing by the Vendor, its employees, servants or agents. ACPS will not withhold from payments to the Vendor any federal or state unemployment taxes, federal or state income taxes, Social Security tax, or any other amounts for benefits to the Vendor or its employees, servants or agents. Furthermore, ACPS will not provide to the Vendor any insurance coverage or other benefits, including workers' compensation, normally provided by ACPS for its employees.

SECTION 38. ANTITRUST

By entering into this Contract, the Vendor conveys, sells, assigns and transfers to ACPS all rights, title, and interest in and to all causes of action the Vendor may now have or hereafter acquire under the antitrust laws of the United States or the Commonwealth of Virginia, relating to the goods purchased or acquired by ACPS under this Contract.

SECTION 39. AUDIT

The Vendor agrees to retain all books, records and other documents related to this Contract for at least five (5) years after final payment. ACPS or its authorized agents shall have full access to and the right to examine any of the above documents during this period and during the Initial Contract Term and any Subsequent Contract Term. If the Vendor wishes to destroy or dispose of records (including confidential records to which ACPS does not have ready access) within five

(5) years after final payment, the Vendor shall notify ACPS at least thirty (30) days prior to such disposal, and if ACPS objects, shall not dispose of the records.

SECTION 40. ASSIGNMENT

The Vendor shall not assign, transfer, convey, sublet, or otherwise dispose of any award, or any or all of its rights, obligations, or interests under this Contract, without the prior written consent of

ACPS.

SECTION 41. AMENDMENTS

Unless otherwise specified herein, this Contract shall not be amended except by written amendment executed by persons duly authorized to bind the Vendor and ACPS.

SECTION 42. PROTEST

ACPS’s procedures for the protest of a Bid award shall follow those as listed in the Virginia Public Procurement Act (VPPA), as well as those listed in the ACPS School Board Policy and Procedures documents.

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SECTION 43. GOVERNING LAW

This Contract and the work performed hereunder shall be governed in all respects by the laws of the Commonwealth of Virginia, and the jurisdiction, forum, and venue for any litigation with respect hereto shall be in the Circuit Court for ACPS, Virginia, and in no other court. In performing its work under this Contract, the Vendor shall comply with applicable federal, state, and local laws, ordinances and regulations.

SECTION 44. NO WAIVER

The failure of either party to exercise in any respect a right provided for in this Contract shall not be deemed to be a subsequent waiver of the same right or any other right.

Notwithstanding any other provision of this Contract, nothing in this Contract or any action taken by ACPS pursuant to this Contract shall constitute or be construed as a waiver of either the sovereign or governmental immunity of ACPS. The parties intend for this provision to be read as broadly as possible.

SECTION 45. SEVERABILITY

The sections, paragraphs, sentences, clauses and phrases of this Contract are severable, and if any phrase, clause, sentence, paragraph or section of this Contract shall be declared invalid by a court of competent jurisdiction, such invalidity shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this Contract.

SECTION 46. SURVIVAL OF TERMS

In addition to the numbered section in this Agreement which specifically state that the term or paragraph survives the expiration of termination of this Contract, the following sections if included in this Contract also survive: INDEMNIFICATION; RELATION TO ACPS; OWNERSHIP AND

RETURN OF RECORDS; AUDIT; COPYRIGHT; INTELLECTUAL PROPERTY

INDEMNIFICATION; WARRANTY; CONFIDENTIAL INFORMATION; AND DATA SECURITY.

SECTION 47. NOTICES

Unless otherwise provided herein, all notices and other communications required by this Contract shall be deemed to have been given when made in writing and either (a) delivered in person, (b) delivered by an agent, such as an overnight or similar delivery service, or (c) deposited in the United States mail, postage prepaid, certified or registered, addressed as follows:

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

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Offeror’s Attestation (To be submitted with Proposal)

This section below is to be completed by the Offeror and this page must be returned with the proposal in compliance with this Request for Proposal and subject to all terms and conditions imposed herein, which are hereby incorporated by reference.