RFP 2324-518 - Glenwood HVAC RFP Final.docx

January 8, 2024

INVITATION TO BID RFP-2324-518

Danville, VA 24541 Complete HVAC System Installation – Glenwood

INTRODUCTION

It is the intent of the Danville Public Schools (DPS) to award a contract for the complete HVAC System Installation as a result of issuing this Request for Proposal. Sealed proposal, subject to conditions contained herein and attached hereto will be received at the Office of the Chief Operations Officer, 341 Main Street, Suite 100, VA 24541, until, but not later than 2:00 PM local prevailing time, on January 22, 2024. Bids will be opened publicly.

Bids should be submitted in a sealed envelope and delivered to:

Chief Operations Officer

RFP-2324-518

Danville Public Schools 341 Main Street, Suite 100 Danville, Virginia 24543

Envelope shall be marked with Contractors Name, Contractor’s license number and RFP number.

Danville Public Schools reserves the right to reject any and all proposals in whole or in part and to waive any informality in the request for proposal. No late proposals will be accepted. It is the sole responsibility of the offerors to ensure that proposals are delivered to the Purchasing Supervisor by the designated date and hour. Nothing herein is intended to exclude any responsible firm or in any way restrain or restrict competition.

The successful proposer shall demonstrate the ability to provide and install a complete HVAC system per the attached information for the existing Glenwood Building, located at 1540 Halifax Rd, Danville, VA 24540.

All work performed under this RFP will be complete by July 31, 2024.

DEFINITIONS:

GENERAL

All bidders must conform to the specifications and conditions contained herein and attached hereto. All bids shall remain in effect for ninety (90) days from the date of the bid opening. The Director of EVS and Operations must, in the form of a written addendum, issue any changes in specifications or conditions of this bid.

QUESTIONS

Direct all questions to Mike McVay, Director of EVS and Operations, by email (mmcvay@mail.dps.k12.va.us) no later than five (5) business days before bid date. All questions and answers will be forwarded to all bidders. All site visits to be coordinated through Mike McVay.

REGISTRATION AND LICENSURE

State Registration: All contractors working on this project must be appropriately registered with the State Board for Contractors as a Class A contractor.

A. Business License: The City of Danville requires all contractors to obtain a business license to operate within the city. This license is issued by the Commissioner of Revenue and must be maintained for the life of the contract or project.

B. Prior to the issuance of the Notice to Proceed for this project, validation of all contractors’ business license and contractor registration will be verified.

SUBCONTRACTING

The contractor may subcontract services to be performed with the prior approval of Danville Public Schools, which will not be unreasonably delayed. Such approval will not be considered as making Danville Public Schools a part of such contract. Nor shall it subject Danville Public Schools to liability of any kind from any subcontractor. Danville Public Schools will deal solely with the mechanical contractor.

BONDS

If the RFP is $50,000.00 or more a bid bond is required to be submitted with each bid document in an amount equal to 5 percent (5%) of the bid amount. The successful bidder will be required to provide a performance and payment bond in the amount of one hundred percent (100%) of the contract amount.

CONTRACT MODIFICATION PROCEDURES

Either Owner-Initiated or Contractor-Initiated Change Proposal Request: The owner or their representative will issue a detailed description of proposed in the work that may require an adjustment to the Contract Sum or the Contract Time. If necessary, the description will include supplemental or revised Drawing and Specifications. Upon request and within time specified, the contractor shall submit a quotation estimating cost adjustment to the Contract Sum and the Contract Time necessary to execute the change.

CLOSEOUT SUBMITTALS

Prior to final pay request the Contractor is requested to do a final inspection to ensure all work areas are clean of trash and debris. All Warranties from all contractors, sub-contractors and manufacturers to be provided. Any manufacturer’s instructions and operational and maintenance manuals to be provided. System checkout and startup logs to be provided. Customer training on equipment and controls to be provided.

COST PROPOSAL

Proposers must describe and define costs associated with the performance of this contract.

TIMETABLE

Proposers must include a timetable describing when tasks are to be performed and when work is scheduled to be completed. Final completion date is July 31, 2024.

SUBMISSION OF PROPOSAL

Two (2) copies of the written proposal must be forwarded to the Office of the Chief Operations Officer, 341 Main Street, Suite 100, VA 24541 not later than 2:00 PM local prevailing time, on January 22, 2024.

BID EVALUATION

IN DETERMINING THE "MOST RESPONSIBLE BIDDER", IN ADDITION TO PRICE AND EQUALS, THE FOLLOWING FACTORS WILL BE CONSIDERED:

1. Scope of work.

2. The ability, capacity and skill of the bidder to perform the contract or provide the service required.

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

4. The quality of performance of previous contracts or services with Danville Public Schools.

5. Price.

6. Contractor distance to job site – please detail in proposal.

The bidder further agrees that:

1. Danville Public Schools, in protecting its best interest, reserves the right to reject any or all bids or waive any defects in favor of Danville Public Schools. Any changes, erasures, deletions in the unit price on the quote sheet, modifications in the bid form, or alternate proposals not specified in the bid proposal shall make the proposal irregular and subject to rejection.

2. If awarded the contract, they will execute and deliver to Danville Public Schools within ten (10) consecutive calendar days after their receipt of the contract documents, a satisfactory Performance Bond and Payment Bond, as required, in the amount of one hundred percent (100%) of the contract amount along with the signed agreement.

3. In case of failure on their part to execute an agreement within ten (10) consecutive calendar days after written notice being given on the award of the contract, the monies payable by the Security accompanying this bid shall be paid to Danville Public Schools, as liquidated damages for such failure; otherwise, the Security accompanying this bid shall be returned to the bidder.

The undersigned hereby declares that he or she are the only person or persons interested in the proposal as principal or principals; that this proposal is made without connection with any other person, company, or parties making a bid; and that it is in all respects fair and in good faith without collusion or fraud.

The bidder also declares that he/she has examined the site of the work and is informed fully in regard to all conditions pertaining to the place where the work is to be done; that the specifications for the work and contractual documents relative thereto have been examined, and has read all special provisions furnished prior to the bid opening; that he/she has satisfied themselves relative to the work to be performed, and materials and equipment to be furnished and installed.

WITHDRAWAL OF BIDS DUE TO ERROR

Withdrawal of bids due to error shall be governed by section 11-54 of the code of Virginia:

The bidder proposes and agrees, if this proposal is accepted, to contract with Danville Public Schools to furnish all necessary material, equipment, machinery, tools, apparatus, means of transportation, and labor necessary to perform in full and complete the requirements of the specifications and contract documents, to the full and entire satisfaction of Danville Public Schools.

All bids shall remain in effect for ninety (90) days from the date of the bid opening.

SUMMARY

It is the responsibility of the proposer to submit a proposal that best meets the requirements outlined in this Request for Proposal. The proposer may elect to include information not requested and the content of the proposal shall be at the discretion of the Proposer.

It is the intent of the school system to award a contract for providing and installing a complete HVAC system at Glenwood School as a result of this Request for Proposal; the school system reserves the right to reject any or all such proposals. This Request for Proposal and the proposal submission shall be the basis for a contract award.

The Danville Public Schools is an equal opportunity employer. The contract, when negotiated will require that the awarded contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, disability, or national origin.

SCOPE of WORK (Attachment A Mechanical/Electrical Drawings) The Danville Public School System is requesting a scope of work cost proposal for the complete turnkey installation of the new HVAC system as per the below scope and as shown in Attachment A for Glenwood school. All work is to comply with Virginia Statewide Building Codes.

1. Submit scope of work needed to perform turnkey project for complete HVAC installation including all labor and materials as required.

2. Contractor responsible for all electrical scope needed for a proper operation of the designed and installed HVAC system including labor and materials. Electrical panels, circuit breakers and disconnects to be included as needed for proper HVAC system operation.

3. Contractor responsible for crane, rigging, and delivery of equipment.

4. Contractor to provide unit factory trained technician start-ups, verify airflow balance, adjusting as needed and verify proper operations. TAB reports to be provided.

5. Contractor to provide Trane Mitsubishi VRF and Trane HVAC system as specified on the schedules in Attachment A. Any variation to the specified equipment to be listed on the bid form and must include prior approval from Mike McVay at Danville City Schools.

6. Installation of the VRF system to be provided by a contractor who has completed the Mitsubishi City Multi Essentials Installation Course such that the system will include a 10 year warranty.

7. Contractor to provide and install Trane SC+ controller to integrate the Mitsubishi Web based controller and additional HVAC devices. Trane SC+ controller to be added to the existing Danville Public Schools Trane Ensemble control system. Trane control system to include graphics as per existing standards. Danville city schools to provide IP drops as required. All low voltage wiring to be included by contractor. Complete control system to be included.

8. Proposal is to be turnkey for the entire HVAC system as designed in the attached drawings.

9. Drawings are 90% complete. Contractor’s pricing to account for 100% complete project.

10. Majority of the existing building HVAC has been demolished. Contractor to verify and include any additional demolition required for a complete project.

11. Contractor to obtain all necessary building permits.

12. Contractor to verify all site conditions.

SUBMITTALS

The contractor shall submit with his bid a scope of work and specifications of all materials require to perform project to the Office of the Chief Operations Officer for approval.

WARRANTY

At the completion of the project and prior to final payment, the Contractor shall submit in writing a 12-month workmanship warranty on all labor and submit originals of any manufacturer’s warranties.

INVOICING

Contractor may submit a monthly invoice for labor and materials using their company invoice form for application for payment. Each payment request must have request number and PO number denoted. Final payment will be paid upon satisfactory completion of all work and all closeout submittals turned in.

COMPLETION TIME

Work is to be completed by July 31, 2024, this is final completion. There will be liquidated damages of $100.00 assessed for each day after the completion date.

DEBRIS DISPOSAL

The Contractor shall clean work area of all trash and debris on a daily basis. Contractor is responsible for dumpsters as necessary.

SPECIAL CONDITIONS

Danville Public Schools is a No Smoking facility. Smoking, Vaping, or use of any Tobacco products are NOT allowed in or on the building, on school grounds, or in vehicles located on school grounds. Failure to abide by this rule will be grounds for the removal of the guilty party or cancellation of the contract.

1. LATE PROPOSALS:

1.1. Proposals received in the Office of the Chief Operations Officer after the date and time prescribed shall not be considered for contract award and shall be returned to the offeror.

2. PERIOD THAT PROPOSALS REMAIN VALID:

2.1. Proposals will remain valid for a period of one-hundred and twenty days (120) calendar days after the date specified for receipt of proposals.

3. BASIS FOR AWARD:

3.1. This Request for Proposal is being utilized for competitive negotiation. Under the competitive negotiation process, a contract may be awarded to the responsible offeror whose proposal is determined to be the most advantageous to the School District, taking into consideration price and the evaluation factors set forth in the Request for Proposal. The School District reserves the right to make multiple awards as a result of this solicitation.

3.2. An Evaluation Committee has been established to review and evaluate all proposals submitted in response to this Request for Proposal. The Committee shall conduct a preliminary evaluation of all proposals on the basis of the information provided with the proposal, and the evaluation criteria listed below. Based upon this review, the cost proposals of the highest rated offeror(s) will then be reviewed.

3.3. No Offeror, including any of their representatives, subcontractors, affiliates and interested parties, shall contact any member of the Evaluation Committee or any person involved in the evaluation of the proposals. Evaluation Committee members will refer any and all calls related to this procurement to the procurement official named in 11.1 above. Failure to comply with this directive may, at the sole discretion of the City, result in the disqualification of an offeror from the procurement process.

3.4. Based on the results of the preliminary evaluation, the highest rated offeror(s) may be invited by the department to make oral presentations to the Evaluation Committee. This committee will then conduct a final evaluation of the proposals. Selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals, on the basis of the factors involved in the Request for Proposal, including price if so stated in the Request for Proposal. Negotiations shall then be conducted with each of the offerors so selected. After negotiations have been conducted with each offeror so selected, the School District shall select the offeror which, in its opinion, has made the best proposal, and shall award the contract to that offeror.

3.5. Should the School District determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that offeror. The Committee will make appropriate recommendations to the Superintendent of Schools and School Board, if appropriate, prior to actual award of contract.

3.6. DPS reserves the right to make on-site visitations to assess the capabilities of individual offerors and to contact references provided with the proposal.

3.7. DPS may arrange for discussions with firms submitting proposals, if required, for the purpose of obtaining additional information or clarification.

3.8. Offerors are advised that, in the event of receipt of an adequate number of proposals, which, in the opinion of the Chief Financial Officer, require no clarifications and/or supplementary information, such proposals may be evaluated without further discussion. Consequently, offerors should provide complete, thorough proposals with the offerors most favorable terms. Should proposals require additional clarification and/or supplementary information, offerors should submit such additional material in a timely manner.

3.9. Proposals which, after discussion and submission of additional clarification and/or supplementary information, are determined to meet the specifications of this Request for Proposal will be classified as "acceptable". Proposals found not to be acceptable will be classified as "unacceptable" and no further discussion concerning same will be conducted.

3.10. It is the school division’s intent for this RFP, any addenda, the offeror's proposal, any additional information requested, and negotiated changes to be incorporated by reference into the contract.

3.11. CONTRACT AWARD DOCUMENT: DPS will award a contract referencing all related documents corresponding to this solicitation. Any additional documents to be included in the final contract document should be submitted along with the offeror’s proposal.

3.12. The School District may cancel this Request for Proposal or reject proposals at any time prior to an award, and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous.

4. METHOD OF ORDERING:

4.1. A Purchase Order (PO) may be issued to the contractor on behalf of the school or department ordering the items/services covered under this contract. An issued PO will become part of the resulting contract. The purchase order indicates that sufficient funds have been obligated as required by Title 15.2-1238 of the Code of the Commonwealth of Virginia.

4.2. Performance under this contract is not to begin until receipt of the purchase order, other notification to proceed by Danville Public Schools, school and/or department to proceed. Purchase requisitions shall not be used for placing orders.

5. PAYMENTS:

5.1. DPS will pay the Contractor in accordance with the General Terms and Conditions’ paragraphs 12 and 13 unless otherwise negotiated.

6. CHANGES:

6.1. DPS may, at any time, by written order, require changes in the services to be performed by the Contractor. If such changes cause an increase or decrease in the Contractors cost of, or time required for, performance of any services under this contract, an equitable adjustment shall be made and the contract shall be modified in writing accordingly. Danville Public Schools must approve all work that is beyond the scope of this Request for Proposal.

6.2. No services for which an additional cost or fee will be charged by the Contractor shall be furnished without the prior written authorization of Danville Public Schools.

7. DELAYS AND SUSPENSIONS:

7.1. DPS may direct the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time deemed appropriate for the convenience of the School District. DPS will extend the Contractor's time of completion by a period of time that in the discretion of the school district is reasonably suited for completion of work. The School District may further amend the contract by mutual agreement for any increase in the cost of performance of the contract (excluding profit) resulting solely from the delay or suspension of the contract. No adjustment shall be made under this clause for any delay or interruption resulting from any other cause, including the fault or negligence of the Contractor.

7.2. If the School District does not direct the Contractor, in writing, to suspend, delay, or interrupt the contract, the Contractor must give the Danville Public Schools written notice if DPS fails to provide data or services that are required for contract completion by the Contractor. The School District may extend the Contractor's time of completion by a period of time that in the discretion of the Danville Public Schools is reasonably suited for completion of work. The School District may further amend the contract by mutual agreement for any increase in the cost of performance of the contract (excluding profit) resulting solely from the delay or suspension of the contract. No adjustment shall be made under this clause for any delay or interruption resulting from any other cause, including the fault or negligence of the Contractor.

7.3. The Contractor shall continue its work on other phases of the project or contract, if in the sole discretion of the Danville Public Schools such work is not impacted by the School District’s delay, suspension, or interruption. All changes to the work plan or project milestones shall be reflected in writing as a contract amendment.

8. ACCESS TO AND INSPECTION OF WORK:

8.1. The Danville Public Schools and using agencies will, at all times, have access to the work being performed under this contract wherever it may be in progress or preparation.

9. DATA SOURCES:

9.1. The School District will provide the Contractor all available data possessed by DPS that relates to this contract. However, the Contractor is responsible for all costs for acquiring other data or processing, analyzing or evaluating DPS data.

10. SAFEGUARDS OF INFORMATION:

10.1. Unless approved in writing by the Chief Financial Officer, the Contractor may not sell or give to any individual or organization any information, reports, or other materials given to, prepared or assembled by the Contractor under the final contract.

11. ORDER OF PRECEDENCE:

11.1. In the event of conflict, the Acceptance Agreement (provided at contract award) and the Special Terms of this contract shall take precedence over the General Terms and Conditions, (Appendix A).

12. SUBCONTRACTING:

12.1. If one or more subcontractors are required, the contractor is encouraged to utilize small, minority-owned, and women-owned business enterprises. For assistance in finding subcontractors, contact the Virginia Department of Business Assistance http://www.dba.state.va.us; the Virginia Department of Minority Business Enterprise http://www.dmbe.state.va.us/; local chambers of commerce and other business organizations.

12.2. As part of the contract award, the prime contractor agrees to provide the names and addresses of each subcontractor. All subcontractors and the payment of said subcontractors is the offeror’s responsibility and changes in subcontractors should be provided to DPS within 30 days of the change.

13. USE OF CONTRACT BY OTHER PUBLIC BODIES:

13.1. Reference Paragraph 15, General Terms and Conditions, Cooperative Purchasing. Offerors are advised that the resultant contract(s) may be extended, with the authorization of the Offeror, to other public bodies, or public agencies or institutions of the United States to permit their use of the contract at the same prices and/or discounts and terms of the resulting contract. If any other public body decides to use the final contract, the Contractor(s) must deal directly with that public body concerning the placement of orders, issuance of purchase orders, contractual disputes, invoicing and payment. Danville Public Schools acts only as the "Contracting Agent" for these public bodies. Failure to extend a contract to any public body will have no effect on consideration of your offer.

13.2. It is the Contractors responsibility to notify the public body(s) of the availability of the contract(s).

13.3. Other public bodies desiring to use this contract will need to make their own legal determinations as to whether the use of this contract is consistent with their laws, regulations, and other policies.

13.4. Each public body has the option of executing a separate contract with the Contractor(s). Public bodies may add terms and conditions required by statute, ordinances, and regulations, to the extent that they do not conflict with the contracts terms and conditions. If, when preparing such a contract, the general terms and conditions of a public body are unacceptable to the Contractor, the Contractor may withdraw its extension of the award to that public body.

13.5. DPS shall not be held liable for any costs or damages incurred by another public body as a result of any award extended to that public body by the Contractor.

14. NEWS RELEASE BY VENDORS:

14.1. As a matter of policy, the School District does not endorse the products or services of a contractor. News releases concerning any resultant contract from this solicitation will not be made by a contractor without the prior written approval of the School Board. All proposed news releases will be routed to the Chief Financial Officer for review and approval.

15. STATE CORPORATION COMMISSION IDENTIFICATION NUMBER:

15.1. Pursuant to Code of Virginia, §2.2-4311.2 subsection B, a bidder or 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). Any bidder or 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 bid or proposal a statement describing why the bidder or offeror is not required to be so authorized. Any bidder or offeror that fails to provide the required information may not receive an award.

15.2 For more information and answers to your questions please contact the Virginia State Corporation Commission (SCC). Website: http://www.scc.virginia.gov/index.aspx Frequently Asked Questions: http://www.scc.virginia.gov/clk/befaq/forinva.aspx#a1 Email: sccinfo@scc.virginia.gov Contact Information: http://www.scc.virginia.gov/contact.aspx SCC General Information Phone: 804-371-9967

16. HIPAA COMPLIANCE:

16.1. The successful vendor shall be required to adhere to all relevant federal, state, and local confidentiality and privacy laws, regulations, and contractual provisions of this agreement. These laws and regulations include, but are not limited to: (1) HIPAA – 42 USC 201, et seq., and 45 CFR Parts 160 and 164; and (2) Va Code – Title 32.1, Health, § 32.1-1 et seq. The vendor shall have in place appropriate administrative, technical, and physical safeguards to ensure the privacy and confidentiality of protected health information.

Danville Public Schools General Terms and Conditions

These general terms, conditions and instructions apply to all purchases and are a part of each solicitation and every contract awarded by DPS, unless otherwise specified in such solicitation or contract. The Finance Department is responsible for the purchasing activity of Danville Public Schools and its governing body, the Danville Public School Board, or both. Bidder/Offeror or their authorized representatives are expected to inform themselves fully as to the conditions, requirements, and specifications before submitting bids/proposals: failure to do so will be at the bidder’s/offeror’s own risk.

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

1. APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, including but not limited to the Code of Virginia, Section 2.2, Chapter 43, Virginia Public Procurement Act, and any litigation with respect thereto shall be brought in the courts of the Commonwealth. The Contractor shall comply with applicable federal, state and local laws and regulations.

2. AUTHORITY: The Chief Financial Officer, or designee has the sole responsibility and authority for issuance of invitations to bid, request for proposals, negotiations, placing and modifying invitations, requests, purchase orders and awards issued by and for the Danville Public School Board of Danville Public Schools. In the discharge of these responsibilities, the Chief Financial Officer may be assisted by delegating to other Finance staff. No other School Board officers or employee is authorized to order supplies or services, enter into purchase negotiations or contracts, or in any way obligate the School Board for any indebtedness. Any purchase order or contract made which is contrary to these provisions and authorities shall be of no effect and void, and the School Board shall not be bound thereby.

3. DEBARMENT: By submitting a bid/proposal, the bidder/offeror is certifying that he/she is not currently debarred by the Commonwealth of Virginia or DPS from submitting bids/proposals. On contracts for the type of goods and/or services covered by this solicitation, nor Is the Bidder/Offeror an agent of any person or entity that is currently so debarred.

4. DISCRIMINATION: DPS does not discriminate against faith-based organizations in accordance with the Code of Virginia, section 2.2-4343.1 or against an offeror because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment.

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

6. SMALL AND MINORITY BUSINESS ENTERPRISES: It is the policy of DPS to undertake every effort to increase opportunity for utilization of small and minority businesses in all aspects of procurement to the maximum extent feasible. In connection with performance of this contract, the Contractor agrees to use best effort to carry out this policy and insure that Small and Minority Businesses shall have the maximum practicable opportunity to compete for subcontract work under this contract consistent with the efficient performance of this contract. Contractors may rely on oral or written representation by subcontractors regarding their status as small and/or minority business enterprises in lieu of an independent investigation.

7. VIRGINIA FREEDOM OF INFORMATION ACT: Except as provided herein, all proceedings, records, contracts and other public records relating to procurement transactions shall be open to the inspection of any citizen, or any interested person, firm or coloration, in accordance with the Virginia Freedom of Information Act.

1. Cost estimates relating to a proposed transaction prepared by or for a public body shall not be open to public inspection.

2. Any Bidder/Offeror, upon request shall be afforded the opportunity to inspect proposal records within a reasonable time after the opening/receipt of all proposals, but prior to award, except in the event that DPS decides not to accept any of the proposals and to re-solicit. Otherwise proposal records shall be open to public inspection only after award of the contract. Any inspection of procurement transaction records under this section shall be subject to reasonable restrictions to ensure the security and integrity of the records.

3. Trade secrets or proprietary information submitted by an Bidder/Offeror or contractor in connection with a procurement transaction shall not be subject to public disclosure under the Virginia Freedom of Information Act, however, the Bidder/Offeror or Contractor must invoke the protection of this section in writing prior to or upon submission of the data or other materials, and must identify the data or other materials to be protected, and stating the reasons why protection is necessary.

4. Nothing contained in this section shall be construed to require DPS to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous to DPS.

CONTRACT PROVISIONS

8. ANTI-DISCRIMINATION: By submitting their bid/proposal, the Bidder/Offeror certifies to DPS that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Act of 1975, as amended, where applicable, and Section 2.2-4311 of the Virginia Public Procurement Act which provides that in every contract over $10,000 the provisions below apply:

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

1. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin, except where religion, sex or national origin is a bona fide occupational qualifications reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

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

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

4. The Contractor will include the provisions above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

9. ANTITRUST: By entering into a contract, the Contractor conveys, sells, assigns, and transfers to DPS all rights, title and interest in and to all causes of the 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 DPS under said contract.

10. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents relative to this contract for three (3) years after final payment, or until audited by DPS, whichever is sooner. DPS, its authorized agents, and/or auditors reserve 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.

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

1. DPS may order changes within the general scope of the contract at any time by written notice to the Contractor. Changes within the scope of the contract include, but are not limited to things such as the method of packing or shipment, place of delivery, installation or performance of work, etc. The Contractor shall comply with the notice upon receipt. The Contract shall be compensated for any additional costs incurred as the result of such order and shall give DPS a credit for any resulting 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 Contractor accounts for the number of units of work performed, subject to DPS's right to audit the Contractor's records and/or to determine the correct number of units independently; or

c. By ordering the Contractor to proceed with the work and to 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 Contractor shall present DPS with all vouchers and records of the Contractor as it deems necessary to determine costs of savings. Any claim for an adjustment in price under this provision must be asserted by written notice to DPS within thirty (30) days from the date of receipt of the written order from DPS. 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. Neither the existence of a claim or a dispute resolution process, litigation or any other provision of this contract shall excuse the Contractor from promptly complying with the changes ordered by DPS or with the performance of the contract generally.

The parties may agree in writing to modify the scope of the contract. An 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.

12. COMPLIANCE WITH PROCEDURES: The Contractor shall comply with all procedural instructions that may be issued from time to time by DPS. However, the terms and conditions of the contract will not change.

13. CONTRACTUAL DISPUTES: Any dispute concerning a question of fact including claims for money or other relief as a result of a contract with DPS which is not disposed of by agreement shall be declared by the Chief Financial Officer, or designee, who shall reduce a decision to writing and mail or otherwise forward a copy thereof to the Contractor within ten (10) days. The decision of the Chief Financial Officer, or designee shall be final and conclusive unless the Contractor appeals within ten (10) days of receipt of the written decision by formal protest. Contractual claims, whether for money or other relief, shall be submitted in writing no later than sixty (60) days after final payment, however, written notice of the Contractor's intention to file such a claim shall have been given at the time of the occurrence or beginning of the work upon which the claim is based. Pendency of claims shall not delay payment of amounts agreed due in the final payment.

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

15. COOPERATIVE PURCHASING: DPS may participate in, sponsor, conduct or administer a cooperative procurement agreement on behalf of or in conjunction with one or more other public bodies, or public agencies or institutions or localities of the several states, of the United States or its territories, or the District of Columbia, for the purpose of combining requirements to increase efficiency or reduce administrative expenses in any acquisition of goods or services. Except for contracts for professional services, a public body may purchase from another public body’s contract even if it did not participate in the request for proposal (RFP) or Invitation for Bid (IFB), if the RFP or IFB specified that the procurement was being conducted on behalf of other public bodies. Nothing herein shall prohibit the assessment or payment by direct or indirect means of any administrative fee that will allow for participation in any such arrangement.

16. CONTRACTOR CERTIFICATION: To protect the safety of students and school employees, Contractor certifies to the School Board that none of Contractor’s employees, whether new or current, full-time or part-time, permanent or temporary, who will be present on the Site or other school property and may have any contact with students or school employees, (i) have been convicted of a felony, any offense involving sexual molestation, physical or sexual abuse or rape of a child, or a felony involving lying, cheating or stealing; or (ii) have been the subject of a founded case of child abuse or neglect.

Contractor shall conduct an investigation of the criminal history, sex offender status and agency determinations of child abuse of each employee who will be present on the Site or other school property and may have contact with students or school employees. Contractor shall conduct all such investigations with the written consent of affected employees and in compliance with all applicable laws. Contractor certifies that it has conducted such an investigation for all current employees who will be involved in the work to be performed pursuant to this Agreement, and will conduct such an investigation for any future employees who will be involved in the work to be performed pursuant to this Agreement. Contractor shall keep records of all investigations and shall make such records available to the School Board upon request.

If any employee of Contractor who will be present on the Site or other school property and may have contact with students or school employees is arrested for, charged with, or convicted of any such offense, or becomes the subject of a child abuse investigation, Contractor shall notify the Superintendent of the arrest, charge, conviction or investigation within forty-eight (48) hours after Contractor is made aware of the arrest, charge, conviction or investigation. The School Board reserves the right to exclude such employee from positions that may involve contact between such employee and students or school employees, or to exclude such individual from school property entirely.

Contractor shall include the provisions of Section 11 in all contracts with its subcontractors who will provide goods or services for the Project, if any, so that such provisions are binding on all such subcontractors of Contractor.

Failure by Contractor or one of its subcontractors to conduct investigations or to make the certifications required by this provision may constitute a breach of this Agreement and grounds for termination or rescission of the Agreement (Code of Virginia § 22.1-296.1).

17. DRUG-FREE WORKPLACE: During the performance of this contract, the contractor agrees to (i) provide a drug-free workplace for the contractor'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 contractor'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 contractor that the contractor maintains a drug-free workplace; (iv) include the provisions of the foregoing clauses in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

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

18. FEES/COSTS: Negotiated costs shall be firm and fixed throughout the contract period.

19. GUARANTEES AND WARRANTIES: All guarantees and warranties required shall be furnished by the Contractor and shall be delivered to DPS before final payment on the contract is made. Unless otherwise stated, manufacturer’s standard warranty applies.

20. IMMIGRATION REFORM AND CONTROL ACT OF 1986: By submitting their bid/proposal, Bidders/Offerors certify that they do not and will not during the performance of this contract employ illegal alien workers or otherwise violate the provisions of the Federal Immigration Reform and Control Act of 1986.

21. INDEMNIFICATION: Contractor shall indemnify, save and hold harmless the School Board of DPS, its officers, agents, employees and volunteers against and from any and all injuries, death, loss, damage, claims, patent claims, suits, liabilities, judgments, costs of investigation, attorney fees, cost of appeals arising out of any such claims or suits, and other expenses which may or otherwise accrue against DPS in consequence of the granting of a contract or which may or otherwise result in connection with work therefrom, if it shall be determined that the act was caused through negligence, omission or commission of the Contractor, including its agents, subcontractors, employees, and volunteers. The Contractor expressly understands and agrees that any performance bond or insurance shall in no way limit the responsibility to indemnify, keep and save harmless and defend the School Board as herein provided. Furthermore, it is understood and agreed that the Contractor is at all times herein acting as an independent contractor. The Contractor shall have charge and control of the entire work until completion and acceptance of the same by Danville Public Schools.

22. INSURANCE: By signing and submitting a quote under this solicitation, the vendor certifies that if awarded the contract, it will have the following insurance coverage when the contract is awarded. For construction contracts, if any subcontractors are involved, the subcontractor will have workers' compensation insurance in accordance with 11-46.3 and 65.2-800 et seq. of the Code of Virginia. The bidder further certifies that the contractor and any 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.

A. Before commencing work, the contractor shall provide the following insurance to the School Board at his own expense, as evidenced by certificates of insurance. Each certificate shall require that notice be given thirty (30) days before the cancellation or material change in the policies.

· Worker's Compensation, including Occupational Disease and Employer's Liability Insurance: The Firm shall take out and maintain during the life of this Contract Workers' Compensation and Employer's Liability Insurance for all of his employees to be engaged in work on the project under this contract in an amount no less than the minimum allowed by the State Corporation Commission, and in case of such work is sublet, the Firm shall require the Subcontractor similarly to provide Workers' Compensation and Employer's Liability Insurance for all of the latter's employees to be engaged in such work.

· Comprehensive General Liability Insurance: The Firm shall maintain during the life of this Contract comprehensive general liability insurance as shall protect him, the Danville Public Schools and its offices, agents and employees, and any Subcontractors performing work covered by this Contract from claims for damage for personal injury, including death, as well as from claims for property damage, which may arise from operations under this Contract, whether such operations by himself or by any Subcontractor or by anyone directly or indirectly employed by either of them. Such insurance shall not be less than a combination single limit of $1,000,000 per occurrence on bodily injury and property damage and $1,000,000 aggregate on completed operations. The comprehensive general liability insurance shall provide the following coverage:

Comprehensive

Contractual Insurance Underground Hazard

Personal Injury

· Automobile liability insurance minimum combined single limits of $1,000,000 for anyone person and subject to the same limit for each person, $1,000,000 on account of anyone accident. This insurance shall include bodily injury and property damage for the following vehicles:

· Umbrella Policy. At the Firm's option, primary limits may be less than required, with an umbrella policy providing the additional limits needed. This form of insurance will be acceptable provided that the primary and umbrella policies both provide the insurance coverage herein required. However, any such umbrella policy must have minimum coverage limits of $3,000,000.00.

· Professional liability insurance with minimum limits of $250,000 per claim and $250,000 aggregate limit of liability.

B. The contractor shall add the Danville School Board as a rider on the above insurance policies for the duration of this contract.

C. The contractor must be bonded and insured and have a current City of Danville Business License. The contractor not already on our vendor list will be required to supply a W -9 form to Danville Public Schools to be placed on our listing before commencing work. Evidence of insurance will be required prior to the contractor receiving the award.

If different or additional insurance coverage is required it will be so stated in Special Terms and Conditions.

23. MODIFICATION OF CONTRACT: DPS may, upon mutual agreement with the Contractor, issue written modifications to the scope of work/specifications of this contract, and within the general scope thereof, except that no modifications can be made which will result in an increase of the original…