RFP 2024-02 GCPS FIBER LOCATE AND MAINTENANCE.pdf

GOOCHLAND COUNTY SCHOOL BOARD

REQUEST FOR PROPOSALS #2024-02

GCPS FIBER LOCATE & MAINTENANCE

ISSUE DATE: February 1, 2024

DUE DATE: February 29, 2024

TIME: 2:00 P.M.

RFP#: 2023-04

PROCUREMENT CONTACT: Tandra Harris Purchasing Specialist Email: tharris@glnd.k12.va.us

ISSUING DEPARTMENT: Finance Department Attn: Tandra Harris Physical / Delivery Address:

2938-I River Rd West Goochland, VA 23063

Mailing Address:

P. O. Box 169 Goochland, VA 23063-0169

Email address:

tharris@glnd.k12.va.us

TITLE SHEET - #2024-02

(This page to be returned with Offeror’s proposal)

OBLIGATION OF OFFEROR: By submitting a proposal, the Offeror covenants and agrees that he has satisfied himself, from his own investigation of conditions to be met, that he fully understands his obligation and that he will not make a claim for, or have right to cancellation or relief from the resulting contract because of any misunderstanding or lack of information.

Offeror further agrees that conditions herein have been carefully read and this proposal is submitted subject to all requirements stated herein. The undersigned hereby acknowledges and agrees, if this proposal is accepted, to furnish all service agreed upon in strict accordance with the contract.

NAME OF FIRM

ADDRESS OF FIRM

BY

(Signature in Ink)

NAME

(Printed Name)

TITLE

(Printed Title)

DATE

SERVICE PROVIDER IDENTIFICATION NO. (SPIN)

STATE CORPORATION COMMISSION (SCC) NO.

FCC REGISTRATION NO.

FEI / FIN NO.

PHONE FAX

EMAIL

ACKNOWLEDGE READING OF (if applicable)

☐ADDENDUM 1 ☐ADDENDUM 2 ☐ADDENDUM 3

SUBMIT WITH PROPOSAL

☐ TITLE SHEET (Page 2)

☐ ALL APPLICABLE DOCUMENTATION

Paper and emailed responses will be accepted. (See Section 7)

SECTION 1 PURPOSE

Goochland County Public Schools has installed fiber that connects the district’s main site to Byrd Elementary School and a secondary location from Goochland High School to the new site of Goochland Elementary School.

As such, GCPS is issuing this Request For Proposal (RFP) for services to locate and maintain that fiber, which is approximately 12.7 miles of fiber plant. We are seeking proposals for marking buried fiber cable in response to “Miss Utility” and fiber repair requests during the period of July 1, 2024 through June 30, 2027 with two one-year extensions. We are soliciting proposals that are eligible for Category 1 funding through the Universal Service Support Mechanism of the Schools and Libraries Division (E-rate).

All initial services will be for the funding year 2024/25 that begins on the 1st of July, 2024 and ends on the 30th of June, 2025.

GCPS is also interested in entering an agreement with the appropriate entity to provide contractual pricing for any new fiber installation services that might become necessary during the course of this agreement.

SECTION 2 REQUESTED SERVICES

Proposal shall include the following:

• Hourly or monthly rate for marking buried cables on demand in response to Miss Utility requests. An initial estimate of 40 hours of marking service will be required during the year.

• Per-incident rate for splicing 24 and 48 strands of fiber cable, fusion splicing with no more than .05 db loss at each splice. We initially estimate 1-2 incidents per year.

In responding to this RFP, vendors are asked to meet the following requirements:

• All needed coordination, supervision, labor, material, and equipment consistent and compliant with all codes, ordinances, and accepted professional standards.

• Regular and ongoing maintenance coverage should be completed during regular business hours.

• Emergency maintenance coverage is required to be 24 hours a day, 7 days a week, with 4-hour response time.

• Both routine and emergency maintenance services must include all material, labor, and equipment. This is also the case for any new installations.

• Locates are required to be compliant with industry standards and expectations.

The Goochland County School Board does not discriminate against faith-based organizations.

SECTION 3 E-RATE REQUIREMENTS

GCPS anticipates that some or all of the Services provided by the successful Offeror may be eligible for certain E-Rate discounts made available on a program year basis pursuant to Orders issued by the Federal Communications Commission (“FCC”) in connection with the Universal Service Order. GCSB intends to apply to the Schools and Libraries Division (“SLD”) of the Universal Service Administration Company (“USAC”) for discounts on the eligible services in this contract on an annual basis. If GCSB does not receive a Funding Commitment Decision Letter from the SLD for the next program year or if the SLD has ruled GCSB has not fully complied with all requirements of the program, GCSB, at its sole option, may cancel this Contract at the beginning of the next program year.

A. E-Rate Compliance: Offeror must ensure that its response is in compliance with all current E-Rate program guidelines established by the Federal Communications Commission (FCC). Information regarding eligibility of goods and services, invoicing requirements, documentation requirements and other program rules are available from the SLD by calling Schools and Libraries Division (SLD) of the Universal Service Administration Corporation (USAC) at (888) 203-8100 or see their website at www.sl.universalservice.org.

B. Eligibility of Goods and Services: Goods and services provided shall be clearly designated as “E-Rate Eligible.” Non-eligible goods and services shall be clearly designated as 100% non-eligible or shall be ‘cost-allocated’ to show the percentage of eligible costs per SLD guidelines.

C. Proposal Binding Period: Due to the possible extended approval process required by the E-Rate program, Offeror's response pricing shall remain in effect for a period of at least one year from submission.

D. E-Rate Funding Year Boundaries: The annual E-Rate Funding Year begins on July 1 and expires on June 30 of each calendar year. Regardless of the execution date of any resulting contract, goods and services requested in this RFP shall be delivered no earlier than the start of the 2024 Funding Year (July 1, 2024). To ensure that all charges are eligible for E-Rate funding, contract renewal and expiration dates shall coincide with the start/end dates of the E-Rate funding years.

E. SLD Invoicing: Offerors agree to conform to all E-Rate guidelines for the billing of discounts to the SLD and the processing of Billed Entity Application for Reimbursement (BEAR) Forms by GCSB. Offeror must also provide the name, title and telephone number for single point of contact for E-Rate questions.

F. SPIN Number: Offerors shall document the ability to participate in the E-Rate program by supplying their current SPIN (Service Provider Identification Number) and current FCC Registration Number (FRN) as part of their proposal.

G. FCC / SLD Auditability: The E-Rate program requires that all records be retained for at least ten (10) years. Offeror hereby agrees to retain all books, records, and other documents relative to this contract for ten (10) years after final payment, or until audited by SLD and or GCSB, whichever is sooner. GCSB, its authorized agents, and/or auditors reserves the right to perform or have performed an audit of the records of the contractor and therefore shall have full access to and the right to examine any of said materials within a reasonable period of time during said period.

H. Lowest Corresponding Price: Offeror acknowledges and agrees to comply with all FCC guidelines regarding the Lowest Corresponding Prices for services provided.

I. Lease: In the case of leased equipment such as routers, contractual terms of the lease must be provided with the Proposal. The term “lease” is used to refer to contractual arrangements whereby the ownership of the property remains with the Service Provider, as stipulated in the SLD Fact Sheet on Internet Services Connectivity, 2/24/98, page 1. The SLD has stated that it will not commit to discounts on a contract that is titled or described as a lease when in effect the terms of the agreement constitute a purchase. For example, a lease which includes up-front payment of capital costs, will not be eligible for discounts.

SECTION 4 TERMS USED THROUGHOUT THIS RFP

USAC – Universal Service Administrative Company SPAC – Service Provider Annual Certification SPIN – Service Provider Identification Number School Board / GCPS / Division – Goochland County Public Schools

SECTION 5 OPTIONAL PRE-PROPOSAL CONFERENCE

The conference will be on Tuesday, February 13, 2024 at 3:00 p.m. at the Central Office, 2938-I River Road West, Goochland, Va. 23063.

All questions relating to this solicitation shall be submitted in writing to Tandra Harris, Purchasing Specialist, Goochland County School Board Finance Office at tharris@glnd.k12.va.us before 2:00 p.m. (EST) on February 15, 2023. Questions should be succinct and must include the submitter’s name, title, company name, company address, and telephone number. Prior to the award of a contract resulting from this solicitation, Offerors and prospective Offerors are prohibited from contacting Goochland County School Board staff other than Tandra Harris.

Necessary replies will be issued to all Offerors as addenda, which will become part of the contract documents. Oral instructions do not form a part of the proposal documents.

Addenda, if any, to this RFP will be posted at this URL on the School Board’s website:

https://www.goochlandschools.org/page/bids-and-proposals. Offerors shall ascertain prior to submitting a proposal that all issued addenda have been received, read, and addressed in their proposals if or where necessary.

SECTION 6 PROPOSAL REQUIREMENTS

All proposals must be received at the Goochland County School Board Office at the address shown on the cover page no later than 2:00 pm (EST) on February 29, 2024 (“the Closing Date and Time”) or emailed to Tandra Harris at tharris@glnd.k12.va.us . All proposals shall be accepted if received and date/time stamped no later than the Closing Date and Time.

Proposals received and date/time stamped after the Closing Date will remain unopened.

No allowance will be made for postmark error, error in delivery to incorrect address, or delivery service delay. All overnight delivery services do not guarantee timely next day delivery to this location; check with the service you use.

If the School Board Office is closed for business at the Closing Date and Time scheduled, for inclement weather or whatever reason, sealed proposals will be accepted on the next scheduled business day, at the originally scheduled time.

SECTION 7 PROPOSAL FORMAT AND CONTENT

Proposals may be submitted electronically by emailing them to tharris@glnd.k12.va.us. A received response will be sent. If you do not receive the response reach out to confirm that your proposal was received. Paper proposals are also excepted. You must submit one (1) Hard Copy including original signature and one (1) Digital Copy of the proposal and supporting documentation on thumb drive if you are submitting a paper response. Acceptable formats include: .PDF (Portable Document Format) or .RTF (Rich Text Format). If additional copies are required, the School Board will request copies in writing.

Each proposal must also contain the following:

1. Title Sheet (page 2 of this RFP) that includes: a) the signature of person authorized to contract for the Offeror, b) the Service Provider Identification Number (SPIN), and c) the Service Provider’s FCC Registration Number* as required by program rules established in the 5th Report and Order.

2. All requested information detailed in Appendix A and/or requested in this

RFP.

*Information regarding Service Provider FCC Registration with the Schools and Libraries Division can be located at the following: http://www.usac.org/sp/.

You must send/deliver proposals with supporting documentation to:

Goochland County School Board Attn: Tandra Harris, Finance Department 2938-I River Road West Goochland VA, 23063

Sealed proposals must be clearly marked “GCPS FIBER LOCATE & MAINTENANCE”

SECTION 8 SCHEDULE OF EVENTS

February 1, 2023 Release of RFP February 13, 2023 3:00 p.m. Optional Pre-proposal Conference (See Section 5) February 15, 2023 2:00 p.m. Deadline for Questions February 19, 2023 2:00 p.m. Addendum Posted February 29, 2023 2:00 pm Deadline for Submissions of Proposals

If the School Board office is closed for business on any of the above event dates due to inclement weather or other reason the event will fall on the next business day, at the originally scheduled time. The change of one event's date will not change the dates of subsequent events.

SECTION 9 BASIS OF AWARD

1. Offeror must have current USAC SPIN.

2. Two References required

3. Helpdesk and Network Management System. (24x7x365)

4. A scoring matrix will be used during evaluation of proposals.

Award shall be made to the Offeror whose proposal is determined to be the most advantageous, “Best Value” to Goochland County Public Schools after taking into consideration the evaluation factors set forth in the Request for Proposals. The award of a contract shall be at the sole discretion of GCPS. The award shall be based on the evaluation of all information GCPS may request. Goochland County Public Schools reserves the right to accept or reject any or all proposals in whole or in part, even with SLD funding approval, and to waive any informality in the proposal if determined to be in the best interests of the school division. Further, GCPS reserves the right to enter into a contract deemed to be in its best interest.

Evaluation of the Offerors responding shall be based upon the following criteria, when determining the “Best Value” proposal:

SCORING MATRIX

Factor: Weight:

Price 35%

Prior Experience/Support 30%

Personnel Qualifications 20%

Management Capability 5%

Service Area (from Goochland, Va.) 10%

Total: 100%

SECTION 10 EVALUATION PROCESS

GCPS may request additional information or clarification of proposals and hereby reserves the right to select the particular response to this RFP that it believes will best serve its business and operational requirements, considering the evaluation criteria set forth above.

SECTION 11 NOTICE OF AWARD

After responses are reviewed, the winning vendor will be required to enter into an executory contract at the time of the RFP award. The contract will be in compliance with guidelines of the Universal Service Program. The contract will provide for voluntary extensions of the contract expiration and service substitutions. Notice of Award will be posted on eVa as well as the school’s website at https://www.goochlandschools.org/page/bids-and-proposals.

SECTION 12 INVOICING

If funded by SLD, vendors submitting proposals to the RFP agree to provide discounted billing for products associated with the projects and seek reimbursement of the discount according to the invoicing guidelines of the Schools and Libraries Division (SPIN). Goochland County Public Schools will pay for the discounted portion (if funded by SLD) or the full amount (if not funded) of all invoices.

SECTION 13 GENERAL TERMS AND CONDITIONS

A. VENDORS MANUAL: This solicitation is subject to the provisions of the Commonwealth of Virginia Vendors Manual and any changes or revisions thereto, which are hereby incorporated into this contract in their entirety. The procedure for filing contractual claims is in section 7.19 of the Vendors Manual. A copy of the manual is normally available for review at the purchasing office and is accessible on the internet at www.eva.virginia.gov under “Vendors Manual” on the vendors tab.

B. APPLICABLE LAWS AND COURTS: This contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the courts of the Commonwealth. The Offeror and all employees, agents and/or representatives shall comply with all applicable federal, state and local statues, ordinances and regulations now in effect or hereafter adopted, in the performance of this contract. Notwithstanding any other provision of the contract, no claim or dispute under the contract shall be subject to binding arbitration. Any and all claims, disputes, actions or suits arising out of or relating to the relationships created by the contract, shall be adjudicated in the Circuit Court of Goochland County, Virginia, or any successor court thereto, and in no other forum. The parties hereto consent to the jurisdiction and venue of said Court.

C. ANTI-DISCRIMINATION: Offeror certifies to the Commonwealth that it will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and § 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the contract is with a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body.

(Code of Virginia, § 2.2-4343.1E).

1. During the performance of this contract, the Offeror agrees as follows:

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

b. The Offeror, in all solicitations or advertisements for employees placed by or on behalf of the Offeror, will state that such Offeror 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 these requirements.

2. The offeror will include the provisions of paragraph 1 above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or offeror.

D. ETHICS IN PUBLIC CONTRACTING: By submitting a proposal, Offeror certifies that the proposal is made without collusion or fraud and that Offeror has not offered or received any kickbacks or inducements from any other Offeror, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged. See Attachment C

E. IMMIGRATION REFORM AND CONTROL ACT OF 1986: By entering into a written contract with the School Board, the Offeror certifies that the Offeror does not, and shall not during the performance of the contract for goods and services, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

F. DEBARMENT STATUS: By participating in this contract, the Offeror certifies that they are not currently debarred by the Commonwealth of Virginia or Federal Government for the type of goods and/or services covered by this contract. Offeror further certifies that they are not debarred from filling any order or accepting any resulting order, or that they are an agent of any person or entity that is currently debarred by the Commonwealth of Virginia or Federal Government. The certification regarding debarment, suspension, proposed debarment, and other responsibility matters attached to this Request for Proposal must be executed and returned with the offer documents. See Attachment D

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

H. MANDATORY USE OF TERMS AND CONDITIONS: No modification of or addition to the provisions of the contract shall be effective unless reduced to writing and signed by the parties.

I. PAYMENT: Where applicable:

1.To Prime Contractor:

a. Invoices for items ordered, delivered and accepted shall be submitted by the Contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the state contract number and/or purchase order number; social security number (for individual Contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations).

b. Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last.

This shall not affect offers of discounts for payment in less than 30 days, however.

c. All goods or services provided under this contract or purchase order, that are to be paid for with public funds, shall be billed by the Contractor at the contract price, regardless of which public agency is being billed.

d. The following shall be deemed to be the date of payment: the date of postmark in all cases where payment is made by mail, or the date of offset when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act.

e. Unreasonable Charges. Under certain emergency conditions and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, Contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the School Board shall promptly notify the Contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A Contractor may not institute legal action unless a settlement cannot be reached within 30 days of notification. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, § 2.2-4363).

2. To Subcontractors:

a. A Contractor awarded a contract is hereby obligated:

i. To pay the subcontractor(s) within seven (7) days of the Contractor’s receipt of payment from the School Board for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or

ii. To notify the agency and the subcontractor(s), in writing, of the Contractor’s intention to withhold payment and the reason.

b. The Contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the Contractor that remain unpaid seven

(7) days following receipt of payment from the School Board, except for amounts withheld as stated in (2) above. The date of mailing of any payment by United States mail is deemed to be payment to the addressee. These provisions apply to each sub-tier Contractor performing under the primary contract. A Contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the School Board.

J. PRECEDENCE OF TERMS: In the event there is a conflict between any of the General Terms and Conditions and any Special Terms and Conditions in this contract, the Special Terms and Conditions shall apply.

K. QUALIFICATIONS OF OFFEROR: The School Board may make such reasonable investigations as deemed proper and necessary to determine the ability of the Offeror to perform the services/furnish the goods and the Offeror shall furnish to the School Board all such information and data for this purpose as may be requested. The School Board reserves the right to inspect Offeror’s physical facilities prior to award to satisfy questions regarding the Offeror’s capabilities. The School Board further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such Offeror fails to satisfy the School Board that such Offeror is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

L. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the Offeror in whole or in part without the written consent of the School Board.

M. CHANGES TO THE CONTRACT: Changes can be made to the contract in any of the following ways:

1. The parties may agree in writing to modify the terms, conditions, or scope of the contract. Any additional goods or services to be provided shall be of a sort that is ancillary to the contract goods or services, or within the same broad product or service categories as were included in the main contract. Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.

2. The School Board may order changes within the general scope of the contract at any time by written notice to the Offeror. Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation. The Offeror shall comply with the notice upon receipt, unless the Offeror intends to claim an adjustment to compensation, schedule, or other contractual impact that would be caused by complying with such notice, in which case the Offeror shall, in writing, promptly notify the School Board of the adjustment to be sought, and before proceeding to comply with the notice, shall await the School Board's written decision affirming, modifying, or revoking the prior written notice. If the School Board decides to issue a notice that requires an adjustment to compensation, the Offeror shall be compensated for any additional costs incurred as the result of such order and shall give the School Board a credit for any savings. Said compensation shall be determined by one of the following methods:

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

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

c. By ordering the Offeror to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The Offeror shall present the School Board with all vouchers and records of expenses incurred and savings realized. The School Board shall have the right to audit the records of the Offeror as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the School Board within 30 days from the date of receipt of the written order from the School Board. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Offerors Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the Offeror from promptly complying with the changes ordered by the School Board or with the performance of the contract generally.

N. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the School Board, after due oral or written notice, may procure them from other sources and hold the Offeror responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies that the School Board may have.

O. TAXES: The School Board is exempt from federal excise tax and from all state and local taxes. Offeror shall not include such taxes in any invoices under this agreement. Upon request, the School Board will furnish the Offeror with a Sales and Use Tax Certificate, Form ST-12, or the School Board’s tax exempt number.

P. INSURANCE: The Offeror certifies it has the following insurance coverage at the time the contract is executed. For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia. The Offeror certifies that it and any of its subcontractors will maintain the insurance coverage during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

1) Workers’ Compensation - Statutory requirements and benefits.

2) Employer’s Liability - $100,000.

3) Commercial General Liability for Professional Engineering - $2,000,000 per occurrence and $6,000,000 in the aggregate.

4) Automobile Liability - $1,000,000 combined single limit.

The Offeror shall submit certificates of insurance to the School Board no later than ten (10) days after execution of the contract. All policies of insurance shall carry the provision that the insurance will not be cancelled or materially modified without 30 days prior written notice to the School Board or to the extent permitted by Virginia law. Failure to notify the School Board shall constitute a material breach of the contract.

The certificates of insurance shall list the School Board as the additional insured for the specified project as outlined in this contract. Copies of actual endorsements to the policy shall be required to confirm any special request, such as, additional insured status. A certificate of insurance shall not be issued or delivered that gives the impression there are coverage terms the referenced policy does not specifically provide.

The establishment of minimum limits of insurance by the School Board does not reduce or limit the liability or responsibilities of the Offeror.

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

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 Offeror, 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.

R. NONDISCRIMINATION OF CONTRACTORS: A Contractor shall not be discriminated against in the execution of this contract because of race, religion, color, sex, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the Contractor employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If this contract is with a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

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

T. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A Offeror organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section. See Attachment B

U. NO CRIMES AGAINST CHILDREN: Contractor acknowledges that the implementation of this Contract requires Contractor, Contractor’s employees or other persons that will provide services under this Contract to have direct contact with Goochland County Public School Students. Therefore, Contractor hereby certifies that neither Contractor, Contractor’s employees nor any person that will provide services under this Contract who will have direct contact with students on school property during regular school hours or during school-sponsored activities have been convicted of any violent felony set forth in the definition of barrier crime in subsection A of Va. Code 19.2-392.02; any offense involving the sexual molestation, physical or sexual abuse or rape of a child, or any crime of moral turpitude. See Attachment A

SECTION 14 SPECIAL TERMS & CONDITIONS

A. AUDIT: The Offeror shall retain all books, records, and other documents relative to this contract for ten (10) years after final payment, or until audited, whichever is sooner. the agency, its authorized agents, and/or auditors shall have full access to and the right to examine any of said materials during said period.

B. AWARD: The School Board shall engage in individual discussions with two or more Offerors deemed fully qualified, responsible and suitable on the basis of initial responses and with emphasis on professional competence, to provide the required services. Repetitive informal interviews shall be permissible. Such Offerors shall be encouraged to elaborate on their qualifications and performance data or staff expertise pertinent to the proposed project, as well as alternative concepts. At the discussion stage the School Board may discuss non-binding estimates of total project costs, including, but not limited to, life-cycle costing, and, where appropriate, non-binding estimates of price for services. Proprietary information from competing offerors shall not be disclosed to the public or to competitors. At the conclusion of the informal interviews, on the basis of evaluation factors published in the RFP and all information developed in the selection process to this point, the School Board shall select, in the order of preference, two or more Offerors whose professional qualifications and proposed services are deemed most meritorious. Negotiations shall then be conducted, beginning with the offeror ranked first. If a contract satisfactory and advantageous to the School Board can be negotiated at a price considered fair and reasonable, the award shall be made to that offeror. Otherwise, negotiations with the offeror ranked first shall be formally terminated and negotiations conducted with the offeror ranked second, and so on, until such a contract can be negotiated at a fair and reasonable price. Should the School Board determine in writing and in its sole discretion that only one Offeror is fully qualified, or that one offeror is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that Offeror.

C. TERMINATION FOR THE CONVENIENCE OF GCPS: The performance of work under the contract may be terminated by the Purchasing Agent in whole or in part whenever the Purchasing Agent shall determine that such termination is in the GCPS's best interest. Any such termination shall be affected by the delivery to the contractor of a written notice of termination at least fifteen days (15) before the date of termination, specifying the extent to which performance of the work under the contract is terminated and the date upon which such termination becomes effective.

After receipt of a notice of termination and except as otherwise directed the Contractor shall stop all 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 GCPS; and terminate all vendors and subcontracts and settle all outstanding liabilities and claims. The Contractor will be entitled to receive compensation for all contract services satisfactorily performed by the Contractor and allocable to the contract up through and including the date of termination.

D. RENEWAL OF CONTRACT: If this contract has an option for the School Board to renew, it will be renewed under the terms of the original contract and based on Offeror’s satisfactory performance of the contract.

1. Written Notice: Written notice of the School Board’s intention to renew shall be given approximately 90 days prior to the expiration date of each contract period.

2. Price Increases: Price increases may be negotiated only at the time of renewal.

Any change in rates at renewals shall be agreed to by the School Board at least 60 days prior to effective date and no change shall exceed the increase or decrease in the Consumer Price Index for Urban Wage earners for this area.

E. BEST AND FINAL OFFER (BAFO): At the conclusion of negotiations, the Offeror(s) may be asked to submit in writing, a Best and Final Offer (BAFO). After the BAFO is submitted, no further negotiations shall be conducted with the Offeror(s). The Offeror’s proposal will be rescored to combine and include the information contained in the BAFO. The decision to award will be based on the final evaluation including the BAFO.

F. LIMITATION OF LIABILITY: To the maximum extent permitted by applicable law, the Offeror will not be liable under this contract for an indirect, incidental, special or consequential damages, or damages from loss of profits, revenue, data or use of the supplies, equipment and/or services delivered under this contract. This limitation of liability will not apply, however, to liability arising from: (a) personal injury or death; (b) defect or deficiency caused by willful misconduct or negligence on the part of the Offeror; or (c) circumstances where the contract expressly provides a right to damages, indemnification or reimbursement.

G. CONFIDENTIALITY OF PERSONALLY IDENTIFIABLE INFORMATION: (if applicable) The Offeror assures that information and data obtained as to personal facts and circumstances related to staff and students will be collected and held confidential, during and following the term of this agreement, and unless disclosure is required pursuant to court order, subpoena or other regulatory authority, will not be divulged without the individual’s and the agency’s written consent and only in accordance with federal law or the Code of Virginia. Offerors who utilize, access, or store personally identifiable information as part of the performance of a contract are required to safeguard this information and immediately notify the agency of any breach or suspected breach in the security of such information. Offerors shall allow the agency to both participate in the investigation of incidents and exercise control over decisions regarding external reporting. Offerors and their employees working on this project may be required to sign a confidentiality statement.

H. STATE CORPORATION COMMISSION IDENTIFICATION NUMBER: Pursuant to Code of Virginia, §2.2- 4311.2 subsection B, an Offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 is required to include in its bid or proposal the identification number issued to it by the State Corporation Commission (SCC). An Offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law is required to include in its proposal a statement describing why the Offeror is not required to be so authorized. Indicate the above information on the SCC Form provided. Offeror agrees that the process by which compliance with Titles 13.1 and 50 is checked during the solicitation stage (including without limitation the SCC Form provided) is streamlined and not definitive, and the School Board’s use and acceptance of such form, or its acceptance of Offeror’s statement describing why the Offeror was not legally required to be authorized to transact business in the Commonwealth, shall not be conclusive of the issue and shall not be relied upon by the Offeror as demonstrating compliance. See Attachment B

I. CONTRACT: Offerors shall inform themselves fully of the conditions relating to services required herein. Failure to do so will not relieve the Successful Offeror of the obligation to furnish all services necessary to carry out the provisions of any resulting contract.

It is expected that the Offeror who is selected by the School Board be ready to enter into contract negotiation upon award. It is also understood that no such agreement is valid until the School Board approves it. The executed contract will incorporate all terms and conditions included in this RFP and the Successful Offeror’s proposal.

It is also to be understood that the School Board may, at its discretion, make significant changes to this solicitation based on new information.

It is also to be understood that the School Board may, at its discretion, make recommendations to the selected firm regarding changes in proposed staffing, benefits, pay, and any other areas of a proposal. These recommendations will be negotiated by the Superintendent or an approved designee(s).

If any provision of this contract is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this contract, and all other provisions of this contract shall remain in full force and effect.

J. NOTICES: All notices, requests, demands, and elections under this contract, other than routine operational communications, shall be in writing and shall be deemed to have been duly given on the date when hand-delivered, or on the date of the confirmed facsimile transmission, or on the date received when delivered by courier that has a reliable system for tracking delivery, or six (6) School Board business days after the date of mailing when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid. All notices shall be addressed to the following individuals:

• To the School Board: The School Board designee as defined in the contract.

• To the Offeror: Offeror’s Contract Administrator as defined in the contract.

Either party may from time to time change the individual(s) to receive notices and/or its address for notification purposes by giving the other party written notice as provided above.

K. NON-PERFORMANCE: Any or all of the following apply when the School Board deems non-performance on the part of the Offeror during the term of the contract.

1. Delivery Delays: The School Board reserves the right to procure goods and/or services to be provided under this contract from other sources in the event Offeror fails to deliver such goods and/or service deliverables in accordance with delivery dates and time frames set forth in the contract.

2. Unacceptable Deliveries (Rejections): Upon notification by the School Board that goods and/or service deliverables provided by the Offeror under the contract are damaged and/or not of the quality specified by the School Board, such goods and/or service deliverables will be rejected. Offeror shall replace such rejected goods and/or service deliverables immediately or within a reasonable time as determined by the School Board.

3. Offeror shall remove all rejected materials, equipment or supplies from the premises of the School Board within ten (10) days of notification. Rejected goods and/or service deliverables not removed from the School Board’s premises within ten (10) days will be regarded as abandoned, shall become the property of the School Board, and the School Board shall have the right to dispose of such items.

4. The School Board reserves the right to authorize immediate purchase from other sources against rejections.

5. Liability: Offeror shall be liable to the School Board for all costs incurred by the School Board as a result of Offeror's failure to perform in accordance with the contract. Offeror's liability shall include, but not be limited to:

a. Damages and other delay costs, to include costs to procure goods/services from alternate suppliers.

b. Increased costs of performance, such as extended overhead and increased performance costs resulting from performance delays caused by Offeror and/or rejections of Offeror’s goods and/or service deliverables.

c. Warranty and rework costs, liability to third party, excess costs, attorney’s fees and related costs incurred by the School Board due to non-responsible performance of Offeror.

L. PROPRIETARY INFORMATION / DISCLOSURE: Offerors are advised that the Code of Virginia, Virginia Public Procurement Act, Section 2.2-4342 shall govern public inspection of all records submitted by the Offeror. The School Board reserves the right to submit to the School Board Attorney for concurrence of the Offeror’s claim that it is in fact proprietary. Trade secrets or proprietary information submitted by a Offeror in connection with this RFP is not subject to public disclosure under the Virginia Freedom of Information Act. However, Offeror must invoke the protection of this section prior to or upon submission of the data or other materials. Offeror must provide a statement that identifies the data or other materials to be protected and states the reasons why protection is necessary.

Furthermore, Offeror shall submit trade secrets or proprietary information under separate cover in a sealed envelope clearly marked “PROPRIETARY.”

Information submitted which does not meet the above requirements will be considered public information.

Proprietary information submitted by the Offeror will be maintained as confidential pursuant to Virginia Code 2.2-4342 to the extent allowable by law. The School Board will not release such information unless required to do so pursuant to the law or a court order. The School Board will inform the Offeror of any request for such proprietary information and whether the School Board determines that the information should be released in accordance with the law or a court order. The

School Board will allow the Offeror a reasonable amount of time to challenge the release of such information.

A statement by the Offeror that the entire proposal is proprietary and/or a statement that Offerors pricing/costs are to be protected is unacceptable. Offeror will be requested to remove any such statement(s) in order to be eligible for further evaluation and award.

References may be made within the body of the proposal to proprietary information; however, all information contained within the body of the proposal, not under separate cover and labeled proprietary, shall be public information in accordance with state statutes.

M. NEW LOBBYING RESTRICTIONS: The Contractor agrees and…