LHS Cafeteria HVAC RFP 26_001.pdf

LOWNDES COUNTY SCHOOLS

Home of the Vikings

1592 Norman Drive • Valdosta, Georgia 31601 • 229 245-2250 • FAX 229 245-2255

Request for Proposal (RFP)

PROPOSAL NUMBER 26-001

LOWNDES HIGH SCHOOL CAFETERIA CHILLER REPLACEMENT

Issued By: Lowndes County Schools

Closing Date: Monday, March 9, 2026

POC: Ashley Fletcher, Facilities Coordinator (229) 563-5463

In keeping with Lowndes County Board of Education Policy DJE (Purchasing) and applicable State of Georgia Law, Lowndes County Schools (“LCS”) seeks to achieve the best value for the expenditures of public funds by offering experienced and qualified vendors the opportunity to submit bid proposals for the replacement of one (1) HVAC Chiller on the campus of Lowndes High School. Detailed scope, specifications and specific duties are more specifically described in Section F

Mandatory Pre-Bid Conference: All potential bidders must attend a walk-through at Lowndes High School, Cafeteria, on Friday, February 20, 2026 at 10:00 a.m. EST. Attendance is mandatory and bids will only be accepted from vendors in attendance. Meet in front of the main office.

Questions regarding the Request for Proposal process should be directed to Ashley Fletcher, Facilities Coordinator via email at ashleyfletcher@lowndes.k12.ga.us. Only questions received by Tuesday, March 3, 2026 at or before 4:00 PM will be considered.

All proposals must be received by Monday, March 9, 2026 by 1:30 p.m. local time. Proposals received after the date and time specified will not be considered.

Sealed proposals must be submitted to Lowndes County Board of Education, C/O Ashley Fletcher, 1592 Norman Dr., Valdosta, GA 31601 in a sealed envelope which shall be clearly marked “RFP No.

26-001 Lowndes High Chiller Replacement” with the Offeror name and address clearly printed or typed on the outside of the envelope. The proposal shall include one (1) original copy.

The Offeror is responsible for ensuring that they have complete Proposal Documents including all Addenda, if any, provided by the Owner, prior to the proposal submission date.

SUPERINTENDENT

Sandra Wilcher

Assistant Superintendent Dr. Tenry Berry

Assistant Superintendent Katie Chappuis

Assistant Superintendent LeAnne McCall

BOARD MEMBERS

Chris Buescher Mike Davis Melanie Hasty Robert McGeehan Erin Price Fred Wetherington Jason Wisenbaker

An award, if made will be to the most responsible and responsive proposer submitting a proposal deemed by LCS, in LCS’s sole discretion, to be in the best interest of LCS. LCS reserves the right to reject all proposals and to waive technicalities and informalities.

PROPOSAL DOCUMENTS

TABLE OF CONTENTS

SECTION:

A. Summary B. Proposal: Terms & Conditions C. Proposal Submission Instructions and Requirements D. Award E. Proposal Forms F. Detailed Scope of Work, Specifications, Terms & Conditions

Exhibits:

Exhibit 1 Offeror Information Form and References Exhibit 2 Offeror Response Form Exhibit 3 Contractor Affidavit & Agreement - Georgia Security & Immigration Compliance Affidavit

SECTION A. - SUMMARY

1. GENERAL INFORMATION AND PURPOSE

1.1 General Information: Lowndes High School (LHS) is a 9-12 public school system located in Valdosta, Georgia. We are home to over 3,000 ninth through twelfth grade students.

1.2 Purpose: LCS seeks bid proposals for the replacement of one (1) HVAC Chiller located on the LHS campus.

2. SCOPE OF WORK

2.1 The overall scope of work is to provide demolition/removal of a 135-ton Trane pad mounted chiller, pumps, and associated valves. Perform a complete install of a new replacement for the 135-ton chiller, pumps, and associated valves at the cafeteria to include, but not limited to, all electrical connections, and replacement of all associated controls with new Siemens controls.

2.2 New replacement chiller shall be manufactured by one of the following manufacturers:

• Trane

• York

3. ESTIMATED TIMELINE

RFP Posted/Released: February 9, 2026 Deadline for Written Questions: March 2, 2026 by 4:00 PM Mandatory Pre-Bid Conference: February 20, 2026 at 10:00 AM Lowndes High School, 1606 Norman Dr., Valdosta, GA 31601 Bid Proposals Due: March 9, 2026 by 1:30 PM Lowndes County BOE, 1592 Norman Dr., Valdosta, GA 31601 Board Recommendation: by March 27, 2026 Timeline: Work will be coordinated contingent upon availability of replacement chiller and school scheduling.

4. CONTRACT PERFORMANCE PERIOD:

4.1 If awarded, the contract performance period will commence the day following board approval and end twelve calendar months thereafter.

4.2 In compliance with State of Georgia law, O.C.G.A. 20-2-506, the contract shall terminate absolutely and without further obligation at the close of the calendar year.

5. LCS REPRESENTATIVE:

The LCS Representative for this solicitation is:

Ashley Fletcher, Facilities Coordinator Lowndes County Schools 2116 E Hill Avenue Valdosta, GA 31601 ashleyfletcher@lowndes.k12.ga.us

SECTION B. - PROPOSAL: GENERAL TERMS AND CONDITIONS

1. GENERAL TERMS

This solicitation is a Request for Proposal (RFP) and is a “competitive sealed proposal” process. This Section provides Offerors instructions on proposal conditions, requirements, and procedures in order to submit a proposal. There is no PUBLIC OPENING OF THE

PROPOSALS.

1.1 Requests for Information

Offeror shall thoroughly examine and be familiar with the Proposal Documents. If upon inspection and examination by Offeror there is any existing provision, condition, matter or thing, or condition or requirement of the Work which Offeror does not completely understand, Offeror shall submit an inquiry to Ashley Fletcher, Facilities Coordinator via email at ashleyfletcher@lowndes.k12.ga.us.

No oral interpretations will be made to Offerors as to the meaning of proposal documents.

All correspondence (including without limitation questions and clarifications) during the entire proposal process shall be made in writing to the Owner Contact/Representative. During the entire period of solicitation, proposal and evaluation, no Offeror shall contact any member or employee of LCS concerning this solicitation. Such action could result in the Offeror being removed from further consideration in this solicitation.

1.2 Addenda

Addenda inform of any changes issued prior to the opening of the Proposals that modify or clarify the Scope of Work. Additionally, interpretations of proposal documents will be made by Addenda only. LCS will not be responsible for any other interpretations or explanations. Failure on the part of the Offeror to review Addenda prior to submission of the Proposal shall not relieve the Offeror of the obligation to execute such Work in accordance with the Addenda.

Addenda issued to solicitations will be available at LCS offices located at 1592 Norman Dr., Valdosta, GA 31601 and on the LCS web at www.lowndes.k12.ga.us under public notices. Each Addendum will be numbered, dated and identified with the Project number.

Any Addenda issued in writing during the time of solicitation shall be included in the proposal, and each Addendum will be incorporated in the subsequent contract.

1.3 Assignment

By the submission of a proposal, the Offeror agrees not to assign the proposal or any resulting contract to others unless specifically authorized in writing by the Facilities Coordinator for LCS.

1.4 Additional Terms Not Binding

LCS shall not be bound by any terms and conditions included in any Offeror’s packaging, service catalog, brochure, technical data sheet or other document which attempts to impose any conditions at variance with or in addition to the terms and conditions contained in this solicitation or any ensuing contract. If the Offeror objects to any term or condition that shall relate to a contract resulting from this solicitation, the objection shall be clearly stated on a separate page entitled “Objection to Term or Condition” and placed in the proposal immediately after the executive summary.

If the objection is accepted by LCS it will be stated in the Contract. If not stated in the Contract the terms and conditions shall remain as written in the solicitation.

1.5 Compliance with Laws

All goods and/or services furnished in a Contract resulting from this solicitation shall comply with all applicable federal, state and local laws, codes and regulations. Offeror must be in full compliance with all applicable federal and state security and immigration laws including without limitation the Georgia Security and Immigration Compliance Act. Offeror is required to affirm Contractor’s compliance by completing and returning the Exhibit 3 the Georgia Security and Immigration Compliance Affidavit with the proposal.

All Offerors shall include a notarized affidavit stating with specificity any “trade secret” as the term is defined in O.C.G.A. § 10-1-761 to protect such confidential information from being automatically released under the Georgia Open Records Act (O.C.G.A. § 50-18-70 et. seq.), specifically O.C.G.A. § 50-18-72(a)(34).

1.6 Purchasing Policy

By participation in this solicitation an Offeror, potential Offeror, or Contractor agrees to be bound by the LCS purchasing policy and any ancillary regulations on any issue or action related to this solicitation or subsequent contract resulting from this solicitation.

1.7 Insurance

Within five (5) business days following receipt of Award Letter, the Contractor shall provide a current certificate of insurance on the following terms and coverages. Contractor shall maintain the insurance in force throughout the Term of the contract, including any extensions and renewals thereof.

1.7.1 Commercial/Comprehensive General Liability

a. $1,000,000 Bodily Injury Per Person

b. $1,000,000 Bodily Injury Aggregate Limit

c. $ 500,000 Property Damage Per Occurrence

d. $2,000,000 Property Damage Aggregate Limit

1.7.2 Comprehensive Automobile Liability Policy

a. $1,000,000 Property Damage Per Occurrence

1.7.3 Worker’s Compensation and Employers’ Liability

a. $ 500,000 Bodily Injury Per Person

1.7.4 Umbrella Excess Liability

a. $ 3,000,000 Per Occurrence

1.7.5 LCS must be named as an additional insured under all of the policies (other than the Worker’s Compensation and Employers’ Liability policy).

1.7.6 LCS shall be given no less than thirty (30) days’ notice of cancellation of any insurance.

1.7.7 Companies providing the insurance shall have a Best’s rating of not less than A, and a Best’s Financial Size Category not less than size VII.

1.8 Taxes.

LCS is exempt from all local, state and federal taxes. Pricing submitted by Offeror shall not be subject to increase due to taxes.

1.9 Criminal Background Checks; On-Site Requirements

All Contractor’s personnel, employees, contractors, consultants, subcontractors and Contractors providing services on LCS premises must be fingerprinted, submit to and pass a criminal record check prior to providing on-site services, all at the sole cost of the Contractor. While working on LCS premises, each individual shall wear a company uniform identifying the company name.

SECTION C. - PROPOSAL SUBMISSION INSTRUCTIONS AND REQUIREMENTS

1. PROPOSAL SUBMISSION FORMS AND REQUIREMENTS

Offeror is required to provide all information requested in the Request for Proposal, Submission Instructions and Requirements, including without limitation the information required in this Section C. Offeror is also required to complete and submit the following documents as part of its sealed proposal. These documents are also referenced in Section E – Proposal Forms:

Exhibit 1 Offeror Information Form (with copy of Offeror local or state business license or permit attached) and References.

Exhibit 2 Offeror Response Form and Lump-sum Proposal Exhibit 3 Contractor Affidavit & Agreement - Georgia Security & Immigration

Compliance Affidavit

Offerors shall utilize a complete set of Proposal Documents in preparing a proposal.

The failure or omission of Offeror to receive any Proposal Document, form, instrument, Addendum, or other document shall not relieve Offeror from any obligations with respect to the Proposal and/or Contract.

2. FORM OF PROPOSALS

2.1 Please include a title on each page of your RFP and the number of pages to ensure proper identification.

2.2 Begin each section on a separate page. Number the pages in each section consecutively. If any confidential and/or proprietary information is included, then each page containing such information must be stamped “proprietary.” It is not acceptable to label the entire proposal as confidential and proprietary.

2.3 All proposals shall be printed in ink or typewritten. Errors may be crossed out and corrections printed in ink or typewritten adjacent to the error. The person signing the proposal shall initial corrections in ink.

2.4 All proposals shall be completed in their entirety, and the failure to complete the Proposal Documents in their entirety may result in the proposal being deemed non- responsive.

2.5 Blanks: All blanks shall be completed by filling in the requested information; the proposal may be deemed non-responsive if this requirement is not met.

2.6 Erasures: The submitted proposal shall not contain any erasures, deletions or other corrections unless each such correction is authenticated by affixing in the margin

2.7 immediately opposite the correction the signature or signatures of the person or persons signing the proposal.

2.8 Modifications: Changes in, or additions to the proposal, recapitulations of the proposed Work upon, alternative proposals, or any other modifications of the form which is not specifically called for in the Proposal Documents may result in the proposal being deemed non-responsive.

2.9 An authorized officer of the Offeror company shall sign the proposal. Offeror shall complete the proposal form according to the following:

2.9.1 The firm name or name style of the Offeror shall agree with Offeror Business License.

2.9.2 Proposal shall be signed by Offeror or an individual on behalf of the Offeror and only a handwritten signature shall be acceptable.

2.9.3 Successful Offeror may be required to furnish a letter setting forth the organizational structure of Offeror and further describing the firm members and those persons authorized to sign legal documents.

2.10 The bid proposal shall include one (1) original copy. The price proposal shall be submitted in a sealed envelope clearly marked “RFP No. 26-001 Lowndes High Chiller Replacement” with the Offeror name and address clearly printed or typed on the outside of the envelope.

3. COVER LETTER WITH EXECUTIVE SUMMARY

A cover letter with executive summary should be provided, signed by a representative authorized to legally bind the Company and should include the following:

3.1 Company’s information, including the full legal name of the company (include any dba names); headquarters and parent company locations.

3.2 Company’s mailing address, contact person, telephone number for the primary contact person, and email address.

3.3 The name of the principal or officer of the company authorized to execute contracts or other similar documents on the firm’s behalf.

4. SUBMISSION OF PROPOSALS

LCS, at its discretion, may award the Contract to the responsible and responsive contractor submitting the proposal which is deemed to be the most advantageous to the LCS. The following requirements shall be provided and comprise the evaluation criteria the LCS will consider in determining which proposal is most advantageous to LCS:

4.1 Company Qualifications and Experience:

4.1.1 Provide your full Company name & d/b/a (if any), address, State of organization/incorporation, federal tax identification number, DUNS number.

4.1.2 Please provide a copy of your Company’s business license.

4.1.3 Describe your Company’s experience and qualifications in providing goods and services similar to the requested scope of work.

4.1.4 Provide, as references, the names of at least three (3) local/Georgia clients you have provided similar services in the last five (5) years. Please include the following:

a. Client’s/Owner’s Company Name

b. Address

c. Contact Person Information

d. Phone and Email Addresses

e. Description of Services provided for the listed Client/Owner

4.2 Design and Selection Services; Warranty.

4.2.1 Describe any design selection and/or placement services your Company provides.

4.2.2 Provide information on the warranties provided by your Company and warranty terms for purchased goods and services.

4.3 Business Stability:

4.3.1 Describe the financial status of the Company.

4.3.2 Disclose if Offeror has ever defaulted on a contract or been denied a proposal due to non-responsibility or inability to perform; and if so, please provide the fact and circumstances.

4.3.3 List all judgments and litigation current pending against the Company, if any.

4.4 Cost Proposal/Price: Provide pricing on an attached form.

5. WITHDRAWAL OF PROPOSALS

5.1 A proposal cannot be withdrawn after it is delivered to LCS, unless Offeror makes a request in writing to LCS prior to the time set for receiving proposals, or unless the LCS fails to accept or reject the proposal within ninety (90) days after the date fixed for receiving said proposals.

6. MODIFICATION OF PROPOSAL

6.1 If Offeror claims to have made a clerical error in its proposal, Owner must receive a written request for release from offer within five (5) business days after the submission of the proposal. In this request, Offeror must certify under penalty of perjury and indicate the date of proposal and Project name. The request must also contain: a request to be released from proposals; a detailed explanation of the error; the amount of the error; the offer amount if the error had not been made;

and, the original unaltered estimating sheets the offer was based on.

7. RESERVATIONS OF RIGHTS; TERMINATION OF SOLICITATION

LCS reserves the right to accept or reject any or all proposals and to waive any or all irregularities or technicalities. Owner reserves the right to take whatever actions which, in its sole judgment, it deems to be in the best interests of the LCS. The judgment of the Owner on such matters shall be final.

In any event in which this solicitation is terminated or cancelled, in whole or in part, or in which all proposals are rejected, there shall be no liability on the part of LCS for any costs incurred by Offerors or potential Offerors in relation to the solicitation.

SECTION D - AWARD

1. CATEGORIES OF AWARD

The Award will be made on an “All or None” basis.

2. AWARD

It is understood and agreed that the proposal constitutes an offer, which when accepted in writing by the LCS, and subject to the terms and conditions of such acceptance, will constitute a valid and binding contract between the undersigned and the LCS.

LCS acceptance of a proposal will be evidence by the issuance of an Award Letter.

LCS will transmit an Award Letter or reject all proposals. Within five (5) business days after receipt of the Award Letter, Offeror shall submit to LCS the following:

2.1 One (1) executed certificate of insurance on the terms, conditions and requirements set out in Section B; and

2.2 Any other required document(s) specified in the Award Letter. If Offeror submits all items as required by the Award Letter within the specified time frame and if all such items comply with the requirements of the Proposal Documents and are acceptable to LCS, then the Contract shall be effective on the date of the Award Letter.

3. CONTRACT

The Contract shall consist of this RFP, (including all exhibits thereto), all Addenda, Vendor’s Proposal as modified by the BAFO (if any), any Vendor exceptions or additional terms accepted by LCS in writing if any, and the Award Letter. The Contract shall be interpreted, construed and given effect in all respects according to the laws of the State of Georgia.

4. PROPOSAL PROTEST

This section describes the mandatory administrative procedure whereby Offerors may challenge contracts or awards. LCS will process proposal protests in a timely and consistent manner to assure that all Offerors are accorded equal consideration for the award of contracts.

Protests dealing with the specifications, or the solicitation shall be filed not later than three (3) working days prior to the proposal due date. Other protests shall be filed not later than three (3) working days after the proposal due date, or if the protest is based on subsequent action of the Owner, not later than three (3) working days after the aggrieved person knows or should have knowledge of the facts giving rise to the protest. Protests are considered filed when received by the LCS Facilities Coordinator.

Issues not raised in the initial protest may be deemed waived at the discretion of LCS.

Protests which are not filed in a timely manner, as set forth above, will not be considered.

LCS reserves the right to continue with the award, notwithstanding a protest, if it finds, in its sole determination, that continuing with the work is in the public’s best interest.

Protests should be sent by Certified U.S. Mail, overnight delivery or hand delivery to the Facilities Coordinator at the address set forth in Section A. The outside of the envelope should clearly state “Proposal Protest” in large bold letters.

Protests will be deemed received when they are physically received by the Facilities Coordinator. LCS will review and evaluate all proposal protests and base the decision on the merits of the protest. A written response will be provided by LCS with all findings and ANY specified remedies within ten (10) business days of the receipt of the protest.

SECTION E - PROPOSAL FORMS

1. ORIGINAL PROPOSAL FORMS FOR USE BY OFFERORS

1.1 Request for Proposal; Submission Instruction and Requirements - Response must be provided to all requested information.

1.1.1 Fill out and submit the following original proposal documents in your proposal:

a. Offer Information Form (attach copy of business license) with

References

b. Offeror Response Form

c. Georgia Security and Immigration Compliance Affidavit

1.1.2 The selected Offeror shall fill out and submit the following forms within five (5) business days after receipt of the Contract Award Letter:

a. Certificate of Insurance (form as provided by Offeror’s insurer)

b. Any other document requested in the Award Letter

1.2 Sealed proposals will be opened and recorded at closing date and time listed herein.

1.3 RFP submissions received late, incomplete, unsigned or in locations other than the address indicated will not be considered.

SECTION F - DETAILED SCOPE OF WORK, SPECIFICATIONS, TERMS & CONDITIONS

1. DETAILED SCOPE OF WORK/SERVICES. (Minimum Requirements)

1.1 LCS seeks a vendor to complete the demolition and removal of one (1) 135-ton Trane pad mounted chiller and replace with one (1) of equal capacity. This scope of work shall include, but not limited to, all required electrical and mechanical plumbing and connectors, as well as replacing the existing automation control systems with Siemens controls and provide full operation and integration with existing BAS. The new replacement chiller shall be manufactured by one of the following manufacturers: Trane, or York.

1.2 The contractor shall be responsible for full commissioning of the chiller, associated pumps, valves, electrical connections, and Siemens control systems.

Commissioning shall include, at a minimum:

a. Verification that all equipment has been installed in accordance with manufacturer requirements, approved submittals, and applicable codes.

b. Startup performed by manufacturer-authorized technicians where required to maintain warranty.

c. Functional performance testing of the chiller, pumps, and controls under normal operating conditions.

d. Verification of proper integration and communication with the existing Siemens Building Automation System (BAS), including alarms, setpoints, trending, and sequencing.

e. Correction and retesting of any deficiencies identified during commissioning at no additional cost to LCS.

*All commissioning activities shall be completed prior to requesting Substantial Completion.

1.3 As a condition precedent to acceptance and final payment, the Contractor shall provide the following closeout documentation to LCS in both electronic (PDF) and hard-copy formats:

a. Manufacturer startup reports and commissioning checklist.

b. Warranty certificates and warranty terms for all equipment and controls.

c. As-built documentation reflecting final installed conditions.

d. Operation and Maintenance (O&M) manuals for all installed equipment and systems.

e. Controls documentation including point lists, sequences of operation, and BAS graphics created or modified as port of the Work.

*Incomplete or missing documentation shall constitute grounds for withholding acceptance and final payment.

1.4 The Contractor shall provide on-site training for designated LCS facilities personnel covering:

a. Normal operation of the chiller and associated equipment.

b. BAS interface, alarms, and basic troubleshooting.

c. Recommended maintenance procedures.

*Training shall be provided at no additional cost and shall occur prior to final acceptance.

1.5 Substantial Completion shall be achieved when:

a. All equipment is installed, operational, and providing cooling as intended.

b. Commissioning and functional performance testing have been successfully completed.

c. All deficiencies affecting system operation have been corrected.

*At Substantial Completion, the system shall be safe, fully operational, and suitable for its intended use by LCS.

1.6 Final Acceptance shall occur only after:

a. Completion and approval of all commissioning activities.

b. Delivery and approval of all required closeout documentation.

c. Completion of required training.

d. Correction of all punch list items.

1.7 Warranty periods shall commence on the date of Final Acceptance unless otherwise required by the manufacturer.

2. SPECIFICATIONS, SPECIAL TERMS & CONDITIONS

2.1 Pricing. Vendor bid shall be for FOB Destination, “inside delivery” (where applicable) and shall include at a minimum delivery, unloading, unboxing, assembly, placement in designated areas and the removal and off-site disposal of all waste materials (e.g. boxes, packing materials, etc.).

2.2 Delivery. Vendor shall ensure all items are delivered to LCS locations already assembled and ready for installation or must be assembled and installed immediately upon arrival. Vendor may not have items shipped by a third party to LCS location for storage to be assembled and installed at a later time/date. Any such deliveries may be refused with redelivery required at Vendor’s expense.

2.2.1 Vendor must provide adequate qualified staff and supervisors as necessary to complete all assembly and installation within the agreed upon allotted time. Qualified supervision from vendor is required during all deliveries and installations.

2.2.2 Vendor shall manage all aspects of planning delivery and installation including without limitation the following:

a. Vendor must provide adequate staff and tools to unload delivery vehicles.

b. Installation shall be per manufacturer’s specifications.

c. Removal of all debris, cardboard, packing material, etc. shall be done on the same day as delivery. Disposal must be in accordance with applicable federal, state and local regulations/laws.

2.2.3 Work under this contract shall not be assigned or subcontracted without LCS’s prior written consent.

2.3 Installation and Assembly.

2.3.1 All work related to delivery and installation must be completed according to a schedule meeting the need of LCS. Installation, assembly and related work shall all be done during normal business hours. If access is needed at other times (weekends, late hours, etc.) arrangements must be made at least 48 hours in advance with the designated LCS representative at no extra charge.

2.3.2 Delivery and installation of all items will be done using extreme caution.

Vendor shall use protective materials, padding and coverings as appropriate. Vendor shall take necessary precautions to protect doors, frames, and flooring. Any damage by Vendor’s personnel or subcontractor to any LCS building, equipment, structure, furniture, fixture or item shall be repaired or replaced by Vendor at Vendor’s expense prior to final payment.

2.3.3 Vendor shall ensure students are kept away from the area while work is in progress.

2.3.4 Assembly shall include full assembly, programming, and appropriate testing such that the equipment is ready for end-user use following assembly.

2.4 Personnel

2.4.1 Vendor must provide a single point of contact assigned to LCS.

2.4.2 Vendor’s personnel shall have LCS identification badges prominently displayed at all times while performing work at LCS facilities.

2.4.3 Vendor’s personnel will maintain a professional appearance and demeanor at all times with students, staff, administrators and visitors.

2.5 Warranty

2.5.1 Vendor must provide warranty and warranty information.

3. GENERAL TERMS & OTHER AGREEMENTS

3.1 Compliance with All Laws. The Vendor represents and warrants that it is in compliance with and shall continue to comply with all federal, state and local Laws effective where the Services will be provided, and agrees to pay all fees, permits, taxes, including sales and use taxes, and expenses connected with such compliance, and also to pay all taxes imposed by any federal, state or local Laws for any employment insurance, pensions, old age retirement funds, or any similar purpose. Vendor also represents that it is appropriately licensed and trained and shall maintain all qualifications and professional certifications necessary or appropriate to perform the Work, and shall ensure that each of its employees, subcontractors and any other person providing Services for LCS are appropriately licensed and trained and shall maintain all qualifications and professional certifications necessary or appropriate to perform the Services.

3.2 Assignment. Vendor may not subcontract or assign the contract or purchase order to others unless specifically authorized in advance in writing by LCS.

3.3 Pricing. Contract pricing shall remain fixed throughout the Term. If unforeseen conditions outside of Vendor’s control arise, then Vendor may request a price escalation by submitting a fully documented request (i.e., documentation from suppliers illustrating the necessity to implement price increases). Request for price increases, without documentation, shall not be considered. The Superintendent will review the request and shall approve or disapprove the increases based on budget constraints and other price comparisons. If for any reason the Vendor has a price increase that exceeds five percent (5%), the price increase will be evaluated on a case-by-case basis. LCS and the Vendor will have the option to discuss and adjust the requested increase. If either party declines approval of the adjustments, the Contract will be considered cancelled on the scheduled expiration date of the contract.

3.4 Payment. The Vendor shall invoice LCS on a monthly basis or if payment is to be made by line item, when a single line item has been satisfactorily delivered complete payment will be made within thirty (30) days from either the date of delivery or the receipt of satisfactory invoice in triplicate, whichever occurs last. All invoices shall show contract number, work performed and period of work performance.

3.5 Termination for Default:

3.5.1 In the event any property or service to be furnished by the Vendor under a contract or purchase order should for any reason not conform to the specifications contained herein or to the sample submitted by the Vendor with his proposal, LCS may reject the property or service and may terminate the contract for default.

3.5.2 Prior to a termination for default, a Vendor will be given the opportunity to respond to a “cure notice” and/or a “show cause notice”. In either case the Vendor will be expected to either correct the offending situation or provide an acceptable plan and time frame for correction within five (5) days of receipt or refusal of either notice. Failure to do so will be cause for termination.

3.5.3 In such event with specific instructions by the Superintendent, the Vendor shall immediately remove the property without expense to LCS and replace all rejected property with such property or services conforming to the specifications or samples.

3.5.4 If the contract is terminated for default, LCS may procure such property or services from other sources and shall have the absolute right to deduct from any monies due the Vendor or that may thereafter become due to the Vendor, the difference between the contract price and the actual cost of the property or service to be replaced or substituted in addition to the reasonable cost of LCS staff time spent securing substitute(s). Price paid by LCS in such event shall be the prevailing market price at the time the substitute purchase is made.

3.5.5 Failure by a Vendor to perform on delivery of goods or services as specified may also result in the removal of the Vendor from doing business with LCS for a period of up to one (1) year.

3.6 Termination for Convenience:

3.6.1 LCS reserves the right to terminate for convenience, at any time for any reason with no penalty, any contract awarded through this solicitation by providing the Vendor with thirty (30) days written notice.

3.7 Permits, Taxes, Licenses, Bonds, Ordinances, And Agreements

3.7.1 The Vendor shall, at his own expense, obtain all necessary licenses, permits and bonds; give all notices, pay all license fees and taxes, and comply with all applicable local, State and Federal Laws, ordinances, rules and regulations. The Vendor shall maintain the licenses, permits and bonds required in a current status after award and throughout the course of the contract.

3.7.2 The Vendor shall agree that in the performance of the contract, they shall comply with all local agreements which they have made with any association union or other entity with respect to wages, salaries and working conditions, so as not to cause inconvenience, picketing or work stoppage.

3.8 Non-Appropriation

3.8.1 Notwithstanding any other provision of this agreement, the parties hereto agree that the charges hereunder are payable to the Vendor by LCS solely from appropriations received by LCS. In the event such appropriations are determined in the sole discretion of the Chief Financial Officer of LCS no longer exist or to be insufficient with respect to the charges payable hereunder, this agreement shall terminate without further obligation of LCS (hereinafter referred to as “Event”) in accordance and as set forth in O.C.G.A. § 20-2-506(b)(2). In such Event, the Chief Financial Officer of LCS shall certify to the Vendor the occurrence thereof, and such certification shall be conclusive.

3.8.2 In the event of LCS certification, LCS agrees not to replace, before the end of the fiscal year in which the Event occurs or before the expiration of this agreement, whichever occurs first, the equipment and/or services covered hereunder with equipment and/or services obtained from another Vendor at the same or higher annual cost to LCS.

3.9 Independent Contractor Status

3.9.1 Vendor agrees that it is an independent contractor and LCS is not responsible for the payment of any salaries, taxes, health insurance, benefits or other costs associated with the provision or workers by Vendor employees under this Agreement. LCS is not responsible or liable for the hiring, termination, or discipline of Vendor’s employees.

3.9.2 All workers utilized by Vendor to perform work for LCS (“assigned workers”) are intended by the parties to be the common law employees of Vendor and not of LCS. As such, Vendor is responsible for: (a) providing workers’ compensation and general liability insurance coverage with respect to the assigned workers, (b) providing assigned workers with compensation and benefits and contributing to Federal Social Security, state unemployment, and other required funds through payroll; (c) complying with all obligations under the Affordable Care Act (“ACA”); and

(d) verifying that all assigned workers are legally eligible to work in the United States under Federal immigration laws. Vendor retains sole and exclusive liability for all contributions, taxes, payments, obligations and tax filings required to be made for the assigned workers under all applicable federal or state income tax laws, unemployment and workers’ compensation acts, social security acts, the ACA and other such legislation; and Vendor shall fully indemnify LCS for any failure by Vendor to comply with such laws.

3.9.3 LCS is not responsible or liable for the hiring, termination, or discipline of Vendor’s employees. If there are allegations of misconduct involving one or more of Vendor’s employees connected to any work under this Agreement, LCS reserves the right to require the Vendor to remove promptly any of Vendor’s employees from LCS’ premises pending the resolution of the employee misconduct. Vendor agrees to promptly comply with any such request from LCS and to cooperate in any investigation with LCS. The failure to cooperate with LCS may result in the termination of the agreement or non-renewal of any agreement with the Vendor, which will be determined by LCS’ sole discretion.

3.10 Force Majeure

3.10.1 LCS shall not be responsible for any delay or failure of any other obligations hereunder due to any occurrences commonly known as force majeure, including but not limited to, acts of God, war, acts of terror, labor disputes, strikes, lockouts, civil commotion, pandemic, epidemic, international trade disputes, or acts of government or government agency or officers.

3.11 Non-Discrimination

3.11.1 The Vendor, by the submission of a proposal or the acceptance of an order or contract, agrees to provide the goods and services covered under the proposal or contract not to discriminate in any way against any person or persons or refuse employment of any person or persons on account of race, color, religion, age, disability, national origin, sex, or any other legally protected status.

3.12 LCS Non-Discrimination

3.12.1 LCS does not discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any legally protected status in any of its employment practices, education programs, services or activities.

3.13 Drug-Free Workplace

3.13.1 By submission of a proposal, the Vendor certifies that Vendor and its personnel will not engage in the unlawful manufacture, sale distribution, dispensation, possession, or use of a controlled substance or drug during the performance of the contract and that a drug-free workplace will be provided for the Vendor’s employees during the performance of the contract. The Vendor also certifies that he will secure from any subcontractor who works on the contract, written certification of the same drug free workplace requirements. False certification or violation by failing to carry out requirements of O.C.G.A. § 50-24-3 may cause suspension, termination of contract, or debarment of such Vendor.

3.14 Rights and Remedies

3.14.1 The rights and remedies of LCS provided herein shall not be exclusive and are in addition to any other rights and remedies provided by Federal law, Georgia law or under the contract.

3.15 Special Stipulations - Mandatory

3.15.1 The following special stipulations are binding upon Vendor and LCS, and may not be modified or amended.

3.15.1 Governing Law. This solicitation and any contract arising out of the solicitation shall be interpreted under governed by and construed in accordance with the laws of the State of Georgia applicable to contracts made and performed in such state. Jurisdiction and venue of any action relating to the interpretation and enforcement of this Agreement shall be proper only in the Superior or State Courts of Lowndes County, or in the U.S. District Court, Middle District, Atlanta Division. Vendor consents to the exclusive jurisdiction of the state and/or federal courts of the State of Georgia, in Lowndes County and to the personal jurisdiction of such courts, and waives any objections Vendor may now or hereafter have based on venue or forum non-conveniences.

3.15.2 Prohibitive Agreements. To the extent required by applicable law, any provision contained in any Vendor document that violates the prohibition against a pledge of credit by LCS, or requires LCS to expend funds for purposes other than educational purposes, or constitutes a waiver of LCS’ sovereign immunity, or constitutes an illegal gratuity, or requires LCS’ indemnification of Vendor is null and void.

3.15.3 Confidentiality, Privacy, And Security. The Vendor’s personnel, employees, agents and subcontractors may have access to or become aware of LCS’s confidential information including without limitation LCS’s employee data, student data, and other such information of LCS (collectively referred to as “LCS Data”). Vendor shall presume that all information received pursuant to the contract or in the course of fulfilling Vendor’s responsibilities under the contract is confidential information unless otherwise expressly designated by LCS. Should Vendor receive LCS Data as part of its services, Vendor must preserve and protect the confidentiality of LCS Data and prevent unauthorized disclosure and use of LCS Data, as required by this Agreement and state and federal law.

Vendor will only use LCS Data for the purposes of the services contemplated in this proposal. LCS Data shall not constitute that information that is already public, has been completely and thoroughly anonymized or deidentified, or anonymous usage data regarding a student’s use of Vendor’s products or services.

3.15.4 Open Records Act. Vendor acknowledges and agrees that LCS is obligated to timely comply with requests for information pursuant to state and federal law and regulation. Vendor agrees to comply with all provision of the Georgia Open Records Act (“ORA”) (O.C.G.A. § 50-18-70 et. seq.), and to make records pertaining to performance of services, provision of goods or other functions under this contract available for public inspection upon request, unless otherwise exempt under other provisions of the ORA.

Vendor shall provide LCS with immediate notice should Vendor receive an Open Records Request. If Vendor asserts that any information in its response or in any information provided to the LCS with respect to the services or products under this contract are a protectable trade secret, as that term is defined in O.C.G.A. § 10-1-761, then the Vendor must follow the requirements of the ORA set forth at O.C.G.A. § 50-18-72(a)(34) and submit an affidavit declaring and specifically describing their trade secrets, including those of their subcontractor.

3.15.5 Indemnity and Hold Harmless. The Vendor shall hold harmless and indemnify LCS, its past, future and current Board of Education, and its past, future, and current employees, agents, volunteers or assignees (“LCS Indemnitees”) from any and all claims, suits, actions, damages, liability and expenses including attorney fees in connection with

(a) claims, demands, or lawsuits that, with respect to any products or services provided by Vendor or Vendor’s subcontractors;

(b) any alleged infringement of any copyright, trademark, patent, trade dress, or other intellectual property right with respect to any products, services, or intellectual property or any parts thereof provided by Vendor or any subcontractor;

(c) the failure of the Vendor or Vendor’s subcontractor to comply with Privacy Laws;

(d) the loss, misappropriation or other unauthorized disclosure of data by Vendor or Vendor’s subcontractor;

(e) any security breach involving data in Vendor’s or Vendor’s subcontractor’s possession, custody or control, or for which Vendor or Vendor’s subcontractor accesses or is otherwise responsible;

(f) loss of life, bodily or personal injury or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of, or occurring in connection with the performance of this contract which is the result of the Vendor’s action(s) or inaction(s), or which are the result of any subcontractor’s action(s) or inaction(s) who is hired or retained by the Vendor;

(g) any other claim, demand, or lawsuit arising out of or in any way related to goods or services under this proposal (collectively the “Obligations”) and (h) any claim demand or lawsuit alleging breach of fiduciary duty or breach of contract arising out of the services provided under this contract. The Vendor’s Obligations shall not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion of omission from any policy of insurance.

3.15.6 Georgia Security and Immigration Compliance Act. Vendor’s full compliance with all applicable federal and state security and immigration laws, including without limitation O.C.G.A. § 13-10-90, et seq. as amended and Georgia Department of Labor Rule 300-10-1, et seq. is required.

Pursuant to O.C.G.A. § 13-10-91 no Contractor or subcontractor may propose a contract or enter into a contract with a public employer for the physical performance of services unless the Contractor or subcontractor is registered with and participates in the federal work authorization program to verify information of all newly hired employees, and provides certain required affidavits. Any Contractor, subcontractor, or sub-subcontractor of such Contractor or subcontractor, shall also be required to satisfy the requirements set forth herein.

3.15.7 Criminal History Background Check. Vendors awarded contracts resulting from this solicitation shall ensure prior to the onset of the contract, that criminal history background checks are performed on all personnel assigned to perform Services. Vendors shall not employ for the Services of LCS. The Vendor shall ensure that all persons hired to perform services for this contract after the contract has begun, shall undergo a criminal history background check, and be deemed eligible to perform services for LCS, prior to the employee starting work.

Note: The Vendor shall provide to LCS the names of all personnel assigned to perform services for LCS, prior to the start of work.

3.16 DAMAGE, THEFT, ILLEGAL OR INAPPROPRIATE CONDUCT

3.16.1The Vendor shall be responsible for repairing or replacing, to the satisfaction of LCS, any damage caused by any willful or negligent act of its personnel. The Vendor is also liable for any theft proven to be either committed by its personnel or made possible by willful or negligent action of its personnel. The Vendor must reimburse any costs incurred by LCS due to illegal or inappropriate conduct by the Vendor’s employees. Such costs shall include, but are limited to the following: Re- keying or restoring of locks; service charges levied by security alarm vendors, law enforcement agencies or security companies in response to false alarms;

payments to law enforcement agencies or security companies for investigations of conduct that prove inappropriate or illegal conduct by the Vendor’s personnel; and replacement costs of items missing or damaged, due to conduct of Vendor’s personnel.

3.17 Records, Information and Data.

3.17.1 Retention – Vendor shall retain all its internal books, records, and documents related to this contract in accordance with generally accepted accounting principles and procedures – which shall sufficiently and properly document and calculate all charges billed to the LCS during the term of the contract – for a period of at least five (5) years following the date of final payment hereunder or the completion of any audit, whichever is later. Records to be maintained include both financial records and service record.

3.17.2 Access – Vendor shall permit LCS to access and examine, audit, excerpt, and transcribe any directly pertinent books, documents, papers, electronic or optically stored and created records of the Vendor relating to orders, invoices or payments or any other documentation or materials pertaining to this Agreement, wherever such records may be located, during normal business hours. Vendor shall not impose a charge for audit or examination of Vendor’s books and records and, if an audit discloses incorrect billings or improprieties, the LCS reserves the right to charge Vendor for the cost of the audit and any other appropriate reimbursements.

3.17.3 Data - All LCS data and property in Vendor’s control or possession shall be returned to LCS within ten (10) days following the termination or expiration of the contract at Vendor’s sole cost.

Exhibit 1

OFFEROR INFORMATION FORM AND REFERENCES

(This form must be completed and returned with your response)

Full Company Legal Name:

Street Address:

City, State, Zip Code:

Contact Name for Solicitation: Title:

Telephone: ( ) Fax: ( ) E-mail:

Contact Name for Contract: Title:

Type of Entity: Corporation LLC Sole Proprietorship

Company Web Site: State of Organization:

EIN/Taxpayer ID Number:

Please attach a copy of your Georgia business license

OFFEROR REFERENCE FORM

(This form must be completed and returned with your response)

All references must be from customers for whom your company has completed work similar to the specifications of this bid. Note: do not use Lowndes County Schools as a reference.

References for:

(Company Name)

1. Company:

Address, City, State, Zip:

Name/title of Contact Person:

Telephone: ( ) Fax: ( )

E-mail:

Provide the scope of work and date of project:

2. Company:

Address, City, State, Zip:

Name/title of Contact Person:

Telephone: ( ) Fax: ( )

3. Company:

Address, City, State, Zip:

Name/title of Contact Person:

Telephone: ( ) Fax: ( )

Exhibit 2

RFP NO. 26-001

LOWNDES HIGH SCHOOL CAFETERIA CHILLER REPLACEMENT

OFFEROR RESPONSE FORM

(This form must be completed and returned with your response)

Company Name:

After careful examination of the solicitation document in its entirety, LOWNDES HIGH SCHOOL CAFETERIA CHILLER REPLACEMENT, and any addendum(s) issued, the undersigned proposes to satisfy all requirements in accordance with said documents.

COST PROPOSAL IS ATTACHED.

We propose to furnish and deliver all the deliverables and services named in the attached Request for Proposal (RFP) for the…