Structural Analysis RFP.pdf

Warren County Public Schools

RFP#2026.01

(Rev. 010/08)

REQUEST FOR PROPOSALS

Issue Date: 10/16/2026 RFP# 2026.01

Title: FORENSIC STRUCTURAL INVESTIGATION AND CONCEPTUAL REPAIR SERVICES

Commodity Code: PROFESSIONAL SERVICES

NOTE: The Offeror must have registered in eVA prior to the deadline for submission of responses to this RFP to be eligible for the award of this contract for professional services.

Issuing Agency & Address: Warren County Public Schools Assistant Supt. for Administration 210 North Commerce Avenue Front Royal, VA 22630

Location of Work: E. Wilson Morrison Elementary School, 40 Crescent Street, Front Royal, VA 22630

All Inquiries for Information must be submitted via email to:

Charles Costner (ccostner@wcps.k12.va.us)

IF PROPOSALS ARE MAILED VIA US REGULAR MAIL, SEND DIRECTLY TO ISSUING AGENCY

SHOWN ABOVE. IF PROPOSALS ARE HAND DELIVERED OR UPS, DELIVER TO:

Attn: Charles Costner, Assistant Supt. for Admin.

210 North Commerce Avenue Front Royal, VA 22630

Sealed proposals for furnishing the services described herein will be received until 2:00 p.m., local prevailing time on Oct. 30, 2026. Proposals must reach the above address by the deadline stated.

Responses may also be submitted electronically via the eVA Procurement Platform at https://eva.virginia.gov/i-sell-to-virginia.html.

In compliance with this RFP, which includes the attached Table of Contents and all provisions and appendices attached and referenced therein, and subject to all the terms and conditions set forth herein, the undersigned offers and agrees to furnish the services described in the RFP cited above and submit this signed proposal which includes this completed and signed page.

Name and Address of Proposer:

Email address:

Date:

Zip: By

(Signature in Ink) SCC ID # Typed Name:

FEIN/SSN # _ Title:

SBSD # Telephone No. ( ) Fax ( ) eVA Registration #:

WCPS does not discriminate against faith-based organizations in accordance with Code of Virginia Section 2.2-4343.1.

In accordance with state and federal law, this institution is prohibited from discriminating against a bidder or offeror on the basis of race, religion, color, national origin, sex, sexual orientation, gender identity, status as a service-disabled veteran, age, or disability.

https://eva.virginia.gov/i-sell-to-virginia.html

(Rev. 010/14)

TABLE OF CONTENTS

Section No. Description Page No.

I 3

II 3

III 3

IV 4

V 5

VI 7

VII 8

VIII 9

IX 10

X

Purpose

Agency’s Right to Issue RFP’s and Project Orders Project

Background

Project Objectives

Scope of Services

Required Qualifications

Proposal Requirements

Evaluation and Contract Award

Fees

Project Contact

Attachment 1 - General Terms & Conditions

Attachment 2 - Certification of No Crimes Against Children

(Rev. 010/14) eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION: The eVA Internet electronic procurement solution, web site portal www.eVA.virginia.gov/, streamlines and automates government purchasing activities in the Commonwealth. The portal is the gateway for vendors to conduct business with state agencies and public bodies. All vendors desiring to provide goods and/or services to the Commonwealth shall participate in the eVA Internet e-procurement solution either through the eVA Basic Vendor Registration Service or eVA Premium Vendor Registration Service. The Offeror must have registered in eVA prior to the deadline for submission of responses to this RFP to be eligible for the award of this contract for professional engineering services. See attachment E, “eVA Vendor Registration Requirements”, DGS-30-385, for option explanation.

I. PURPOSE

Warren County Public Schools (“WCPS” or “School Board”) is soliciting proposals from qualified professional engineering firms to provide forensic structural engineering services for E. Wilson Morrison Elementary School, 40 Crescent Street, Front Royal, Virginia.

The purpose of this procurement is to obtain an independent, professional evaluation of observed structural distress, including apparent out-of-plumb exterior walls and apparent displacement of portions of second-floor walls.

The selected firm shall investigate the building, determine the probable causes and significance of the observed conditions, evaluate structural implications, and provide recommendations and conceptual repair or stabilization options.

This procurement is for professional engineering services and shall be conducted through competitive negotiation in accordance with the Virginia Public Procurement Act (“VPPA”), applicable Virginia law, and WCPS procurement requirements. Virginia law identifies professional engineering as a professional service and requires professional services to be procured through competitive negotiation.

II. AGENCY’S RIGHT TO ISSUE RFP’S AND PROJECT ORDERS:

1. WCPS reserves the right to reject any or all proposals, if deemed in the best interest of WCPS.

2. Availability of Funds: The parties expressly acknowledge and agree that Warren County School

Board obligations under this contract are expressly contingent upon appropriation by the Warren County Board of Supervisors.

3. Qualification: Warren County Public Schools may make such reasonable investigations as deemed proper and necessary to determine the ability of the offeror to perform under the contract being procured and may request information and data for this purpose. Warren County Public Schools reserves the right to visit physical facilities prior to award to satisfy questions regarding such capabilities. The Warren County 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 the offeror is properly qualified to carry out the obligations of the contract.

III. PROJECT BACKGROUND

E. Wilson Morrison Elementary School is an approximately 58,102-square-foot, generally two-story masonry school building in Front Royal, Virginia.

http://www.eva.virginia.gov/

(Rev. 010/14)

The building contains multiple construction eras and additions. Available information indicates the following approximate history:

• Original school construction occurred in the early twentieth century.

• Portions of the building were reconstructed following a fire in the early 1940s.

• A west-end addition was constructed during the 1940s.

• Additional additions and alterations occurred during subsequent decades. Building improvements reportedly occurred in approximately 1997 and 2002–2004, including roof/HVAC-related structural work and window replacement.

• In 2024, the auditorium was converted to a gymnatorium and substantial landscape plantings adjacent to the building were removed.

• Exact construction dates, structural systems, and alteration histories shall be verified to the extent practicable through available records and field investigation.

The building consists primarily of brick masonry exterior walls and concrete masonry unit (CMU) construction, with a combination of pitched and flat roof systems and multiple structural systems associated with different construction periods.

The property is located within an historic district. Investigation and repair recommendations shall consider applicable historic-preservation requirements and current structural, building, and life-safety requirements.

WCPS has observed conditions including:

• Apparent out-of-plumb conditions at two principal exterior walls;

• Apparent horizontal or lateral displacement of portions of second-floor walls;

• Masonry cracking, separation, deterioration, or other distress potentially associated with the observed movement; and

• Potential differences in movement between original construction and later additions.

The cause, extent, timing, and structural significance of these conditions have not been established.

The School Board seeks an independent, evidence-based forensic engineering investigation, without presupposing the cause of the observed conditions.

IV. PROJECT OBJECTIVES

The selected consultant shall:

1. Determine whether structural movement or distress has occurred.

2. Determine the probable cause or causes of observed movement and distress.

3. Establish the extent and severity of the conditions.

4. Determine, to the extent reasonably practicable, whether movement is active, historical, progressive, or stable.

5. Evaluate affected masonry walls, floor and roof systems, structural connections, and foundations as appropriate.

6. Evaluate potential differential movement between original construction and subsequent additions.

7. Identify concealed or latent conditions that may contribute to the observed distress.

8. Evaluate the potential effects of previous alterations, renovations, repairs, or construction deficiencies.

9. Evaluate the structural significance and potential life-safety implications of the observed conditions.

(Rev. 010/14)

10. Provide professional recommendations for stabilization, repair, monitoring, and additional investigation, as appropriate.

11. Develop conceptual repair and remediation alternatives suitable for subsequent design development.

12. Provide WCPS with sufficient technical information to determine appropriate next steps.

V. SCOPE OF SERVICES

The following represents the anticipated minimum scope. Offerors may identify additional services necessary to accomplish the project objectives.

A. Records and Historical Review The consultant shall review available information provided by WCPS, which may include:

• Architectural and structural drawings;

• As-built drawings;

• Addition and renovation documents;

• Construction records;

• Previous engineering or inspection reports;

• Maintenance and repair records;

• Photographs;

• Building permits;

• Available historical documentation; and

• Other relevant records.

The consultant shall consider historical construction practices, applicable codes at the time of construction, subsequent modifications, and changes to structural load paths.

B. Field Investigation The consultant shall perform a comprehensive visual and physical investigation, including as appropriate:

• Interior and exterior inspection of affected areas;

• Documentation and mapping of cracks and distress;

• Measurement of wall plumbness and alignment;

• Evaluation of wall displacement, rotation, bowing, or separation;

• Investigation of wall-to-floor and wall-to-roof connections;

• Investigation of floor and roof framing;

• Investigation of interfaces between construction phases;

• Evaluation of accessible foundation conditions;

• Documentation through photographs, measurements, sketches, scans, or other appropriate methods; and

• Identification of concealed conditions requiring further investigation.

The consultant shall establish sufficient field measurements to quantify observed movement.

C. Testing and Investigation The consultant shall recommend and, when authorized by WCPS, perform appropriate testing necessary to determine the cause and extent of observed conditions.

Potential methods may include:

• Laser scanning or dimensional surveying;

• Plumbness and alignment surveys;

• Crack mapping and monitoring;

• Non-destructive testing;

• Reinforcing-steel detection;

(Rev. 010/14)

• Masonry evaluation;

• Mortar analysis;

• Concrete or CMU evaluation;

• Material sampling and laboratory testing;

• Limited destructive investigation;

• Investigation of structural connections;

• Foundation investigation;

• Structural load analysis; and

• Other appropriate forensic investigative methods.

The consultant shall identify significant limitations of testing methods and distinguish observed facts, test results, assumptions, engineering analysis, professional opinions, and conclusions.

D. Structural Analysis The consultant shall perform engineering analysis necessary to evaluate the observed conditions, which may include:

• Gravity and lateral load paths;

• Masonry wall behavior;

• Floor and roof framing;

• Structural connections;

• Foundation and bearing conditions;

• Differential settlement or movement;

• Wall stability;

• Effects of lateral loads;

• Interaction between original construction and additions;

• Effects of renovations and alterations; and

• Current structural capacity where relevant to observed distress.

All significant assumptions shall be identified.

E. Forensic Report The consultant shall prepare a written forensic structural engineering report containing, at a minimum:

• Executive summary;

• Building description and construction history;

• Documents reviewed;

• Investigation methodology;

• Field observations;

• Photographic documentation;

• Testing and laboratory results;

• Survey and dimensional information;

• Structural analysis, where applicable;

• Condition and distress mapping;

• Evaluation of observed movement;

• Probable cause or causes;

• Alternative causes considered, where appropriate;

• Structural significance and risk assessment;

• Additional investigation recommendations;

• Monitoring recommendations;

• Immediate or interim measures, if warranted;

• Conceptual repair and stabilization options;

• Conclusions and professional opinions; and

• Limitations of the investigation.

(Rev. 010/14)

F. Repair and Remediation Concepts Based upon the investigation, the consultant shall provide conceptual alternatives addressing identified conditions.

Potential measures may include:

• Masonry stabilization;

• Structural reinforcement;

• Wall anchorage or connection improvements;

• Floor or roof framing modifications;

• Foundation stabilization;

• Crack repair;

• Masonry reconstruction or replacement;

• Structural steel reinforcement;

• Accommodation of differential movement;

• Monitoring programs; and

• Other appropriate corrective measures.

Final construction documents are not included in the initial scope unless subsequently authorized by written amendment or separate agreement.

Repair concepts shall consider structural performance, constructability, durability, school operations, life safety, historic preservation, and preservation of significant architectural features.

VI. REQUIRED QUALIFICATIONS

Offerors shall demonstrate the following minimum qualifications.

A. Professional Licensing The firm shall:

• Hold a current Virginia business entity registration with the Board for Architects, Professional Engineers, Land Surveyors, Certified Interior Designers and Landscape Architects, and employ or assign a Virginia-licensed Professional Engineer in charge of the required structural engineering services;

• Identify the proposed lead forensic structural engineer;

• Maintain, through insurers authorized by the Virginia State Corporation Commission, professional liability/errors and omissions insurance of not less than $1,000,000 per claim; commercial general liability insurance of not less than $1,000,000 per occurrence and $2,000,000 aggregate, endorsed to name the Warren County School Board as additional insured; automobile liability of not less than $1,000,000 per occurrence;

and workers’ compensation as required by Va. Code § 65.2-100 et seq.;

• Demonstrate experience investigating existing structures and structural distress; and

• Demonstrate appropriate expertise in historic masonry and forensic investigation.

Where specialty certifications, testing qualifications, or laboratory services are required, the offeror shall identify the qualified personnel or subconsultants proposed.

B. Forensic Structural Experience The firm and proposed lead engineer shall demonstrate substantial experience with:

• Forensic structural engineering;

• Structural distress and failure investigation;

• Existing-building evaluation;

• Historic masonry;

• Brick and CMU construction;

• Structural movement and displacement;

• Differential settlement and movement;

(Rev. 010/14)

• Structural condition assessments;

• Non-destructive investigation;

• Structural analysis;

• Repair and remediation development; and

• Investigation of institutional or public buildings.

Experience with insurance-related structural assessments may be identified where applicable.

C. Public-Sector Experience Demonstrated experience involving the following will be considered under the evaluation factor for the Firm’s Experience with Projects of Similar Context, Size, Scope and Scale:

• Public schools;

• Higher education;

• Municipal facilities;

• Institutional buildings;

• Public-sector procurement;

• School operational requirements;

• Building-code compliance; and

• Life-Safety considerations

VII. PROPOSAL REQUIREMENTS:

Provide one (1) original (clearly marked as such) and one (1) copy and shall be submitted to the School Board Office as indicated. No other distribution of the bid shall be made by the Owner. Alternatively, bids may be submitted electronically via the eVA Procurement Platform at https://eva.virginia.gov/i-sell-to-virginia.html. The entire response including any/all attachments and any/all addenda must be submitted electronically in eVA no later than the closing date and time stated on the electronic solicitation posting.

Proposals shall be organized as follows:

A. Cover Letter Identify the firm, proposed lead engineer, and primary contact.

B. Firm Profile Include:

• Legal name;

• Address;

• Telephone;

• Website;

• Year established;

• Ownership structure;

• Relevant office location;

• Number of employees; and

• Professional engineering staff.

C. Qualifications and Experience Describe relevant forensic structural engineering experience and evidence of qualifications listed in Section VI.

D. Relevant Projects Provide three to five case studies.

(Rev. 010/14)

E. References Provide at least three references.

F. Technical Approach Describe the proposed investigation, testing, analysis, reporting, and repair-concept methodology.

G. Exceptions and Assumptions By submitting a proposal in response to this RFP, the offeror acknowledges that it has read and understands, and agrees to be bound by, all requirements, terms, and conditions set forth in this RFP, including all attachments and any addenda issued by WCPS, subject only to such exceptions as are expressly identified in the offeror’s proposal in accordance with this Section. The resulting contract shall incorporate by reference all requirements, terms, and conditions of this RFP and the offeror’s proposal as negotiated, together with the WCPS General Terms and Conditions attached hereto as Attachment 1.

For the initial proposal, identify material assumptions or proposed exclusions affecting the technical scope of services.

Any exceptions to the contract terms and conditions incorporated in this RFP shall be identified in this section of the proposal. Exceptions not so identified shall be deemed waived, and the terms and conditions of this RFP shall prevail over contrary terms in the offeror's proposal.

Any information thought to be relevant, but not specifically applicable to the enumerated scope of Work, may be provided as an appendix to the proposal. If publications are supplied by the proposer to respond to a requirement, the response should include reference to the document number and page number. Publications provided without such reference will not be considered relevant to the RFP.

Offerors may be required to give an oral presentation of their proposal to WCPS to clarify or elaborate on the proposal. Such presentation will in no way change the original proposal. WCPS will schedule the time and location of these presentations. Oral presentations are an option of WCPS and may not be conducted. Therefore, proposals should be complete.

VIII. EVALUATION AND AWARD OFCONTRACTS:

A. Evaluation Criteria. Proposals will be evaluated on the factors set forth below:

Firm’s Experience with Projects of Similar Context, Size, Scope and Scale

25 Points

Project Team’s Key Personnel Experience, Qualifications and Certification/Licenses

20 Points

Firm’s Past Performance Meeting Scope/Budget on Projects of Similar Context, Size, Scope and Scale

15 Points

Specific Project Plan and Design Concept 20 Points Engineering Proposals 10 Points Completeness and compliance submission requirements

10 Points

Total: 100 Points

B. AWARD OF CONTRACT: WCPS 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

(Rev. 010/14) professional competence, to provide the required services. Repetitive informal interviews are permitted.

Offerors shall be encouraged to elaborate on their qualifications, performance data, and staff expertise relevant to the proposed contract. In accordance with Va. Code § 2.2-4342, proprietary information from competing offerors shall not be disclosed to the public or to competitors. Should WCPS 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.

At the conclusion of discussions, on the basis of evaluation factors published in the Request for Proposals and all information developed in the selection process to this point, WCPS shall select in the order of preference two or more offerors whose professional qualifications and proposed services are deemed most meritorious.

IX. FEES:

This procurement is for professional engineering services, WCPS will use the qualifications-based competitive negotiation process required by Virginia law.

Accordingly, offerors shall not submit man-hour estimates or a fee/cost proposal with the initial response.

Nonbinding estimates of total project cost may be discussed during discussions but will not be scored.

Virginia law provides that, for professional services, the public body shall evaluate professional competence, conduct discussions with qualified offerors, rank the most meritorious offerors, and then negotiate price beginning with the highest-ranked offeror.

Following ranking, WCPS may request or discuss:

• Nonbinding estimates of total project cost;

• Appropriate pricing information;

• Proposed compensation;

• Additional services;

• Optional testing;

• Reimbursable expenses; and

• Other information necessary to negotiate a fair and reasonable contract.

The selected firm shall provide a detailed fee proposal when requested during negotiations.

The fee proposal shall, at that stage, separately identify fees for the following:

• Basic forensic investigation services;

• Field investigation;

• Testing;

• Laboratory services;

• Survey/laser scanning;

• Structural analysis;

• Report preparation;

• Meetings and presentations;

• Conceptual repair recommendations;

• Optional services;

• Reimbursable expenses; and

• Additional services, if applicable.

(Rev. 010/14)

WCPS intends to negotiate a contract at a fair and reasonable price with the highest-ranked offeror. If an acceptable agreement cannot be reached, negotiations may be formally terminated and initiated with the next-ranked offeror in accordance with Virginia law or the procurement may be cancelled at any time prior to award.

Should the public body 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.

X. PROJECT CONTACT:

Charles Costner Assistant Supt. for Administration 210 North Commerce Avenue Front Royal, VA 22630

WCPS GENERAL TERMS AND CONDITIONS

1) General Provisions

a) Unless otherwise agreed to in a writing signed by the Superintendent for Warren County Public Schools (WCPS), and approved as to form by the attorney for Warren County Public Schools, these General Terms and Conditions apply to and govern all purchases, regardless of the type of goods or services purchased, between the Warren County School Board (the “Board”) and the vendor, contractor, or other party identified in the agreement, purchase order, or other document to which these General Terms and Conditions are attached or into which they are incorporated by reference (the “Contractor”).

b) Any conflicting terms or conditions in the Contract Documents (including but not limited to any terms of service set forth within a vendor’s quote, a service order, on a vendor’s website, or as part of an internet “click-through” transaction) are superseded by these General Terms and Conditions and shall be of no effect.

2) Definitions

a) “Solicitation” means the vehicle by which the Board solicited pricing, and if applicable other terms, by which it could acquire goods or services from Contractor, regardless of whether the vehicle was an Invitation for Bids, Request for Proposals, Request for Quotes, telephone quotes or any other means permissible under the Warren County Code, Board policy, or Virginia law.

b) “Contract Documents” (also referred to herein as the “Contract” or the “Agreement”) means all documents that constitute any legal and binding agreement between the Contractor and the Board, including these General Terms and Conditions, any certification attached hereto, and any contract for services between the Contractor and the Board.

c) “Contract Period” means the time period from the time that Contractor first becomes legally bound to provide goods or services to the Board in response to a Solicitation until all of Contractor’s contractual obligations to the Board, arising out of the Solicitation, cease.

d) “Obligations” means any and all legal obligations of Contractor under any Contract Documents.

3) Laws of the Commonwealth

a) Contractor represents and warrants to the Board that:

Attachment 1

i) During the Contract Period, it will comply and conform with the provisions of the Civil Rights Act of 1964, as amended, the Virginia Fair Employment Contracting Act of 1975, as amended, and the Virginia Human Rights Act, as amended, where applicable;

ii) It does not, and shall not during the performance of the Contract, knowingly employ an unauthorized alien as defined in, or otherwise violate the provisions of, the federal Immigration Reform and Control Act of 1986; and,

iii) It will comply with all federal, state and local laws and regulations applicable to the performance of the services procured.

4) School Board Policies

a) In every contract of over $10,000, the Contractor agrees during the Contract Period that Contractor:

i) Will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor;

ii) Will post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause;

iii) Will state that the Contractor is an equal opportunity employer in all solicitations or advertisements for employees placed by or on behalf of the Contractor to perform under the Contract Documents. All 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; and

iv) Will include the provisions of the foregoing subparagraphs in every subcontract or purchase order exceeding $10,000 issued by Contractor in order to fulfill its Obligations, so that the provisions will be binding upon each subcontractor or vendor employed by Contractor.

b) In every contract of over $10,000, the Contractor agrees during the Contract Period the Contractor shall:

i) Provide a drug-free workplace for its 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 its workplace and specify the actions which will be taken against any employee for a violation;

iii) State in all of its solicitations or advertisements for employees that the Contractor maintains a drug-free workplace; and

iv) Include the provisions of this sub-paragraph in every subcontract or purchase order of over $10,000, so that said provisions shall be binding upon each subcontractor or subvendor.

v) For purposes of this sub-paragraph, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a Contractor under a solicitation and in accordance with the Virginia Public Procurement Act, 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.

vi) In addition to the provisions contained in this Section 4(b) pertaining to drug-free workplaces, the Contractor shall comply with the federal Drug-Free Workplace Act of 1988.

c) In every contract of over $10,000, the Contractor agrees during the Contract Period the Contractor shall:

i) Prohibit the use of forced or indentured child labor in the performance of the contract;

ii) Include the provisions of this sub-paragraph in every subcontract or purchase order of over $10,000, so that said provisions shall be binding upon each subcontractor or vendor.

d) Pursuant to Section 2.2-4343.1 of the Code of Virginia and applicable Board policy, in all solicitations, contracts, and purchase orders, the Board does not discriminate against faith-based organizations. Contractor shall not discriminate against faith-based organizations during the performance of the Contract Documents.

i) “Faith-based Organization” means a religious organization that is or applies to be a Contractor to provide goods or services for programs funded by the block grant provided pursuant to the Personal Responsibility and Work Opportunity Reconciliation Act of 1996, P.L. 104-193.

ii) If Contractor is a Faith-based Organization, then Contractor shall give to each individual who applies for or receives goods, services, or disbursements provided pursuant to this Agreement the following notice in bold-face type:

NOTICE

Neither the Board's selection of a charitable or faith-based provider of services nor the expenditure of funds under this contract is an endorsement of the provider's charitable or religious character, practices, or expression. No provider of services may discriminate against you on the basis of religion, a religious belief, or your refusal to actively participate in a religious practice. If you object to a particular provider because of its religious character, you may request assignment to a different provider. If you believe that your rights have been violated, please discuss the complaint with your provider or notify the appropriate person as indicated in this form.

e) If Contractor is organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership, Contractor 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. Contractor 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 Documents. The Board may void the Contract Documents if Contractor fails to remain in compliance with the provisions of this section.

5) Certifications

a) The Contractor certifies that Contractor’s response to the Solicitation:

i) Has been prepared without prior participation, understanding, agreement, or connection with any corporation, firm or other person that is also submitting a proposal in response to the same Solicitation;

ii) Is in all respects fair, without misrepresentations of fact, and free from collusion or fraud;

iii) Is in full compliance with the Virginia State and Local Government Conflict of Interests Act;

iv) Is or is intended to be competitive and free from any collusion with any person, firm or corporation; and

v) Has been prepared without the benefit of being provided information not available to the general public, or other potential proposers, such as insider information known to Board employees or other sources which may have gained such information from interaction with Board employees.

b) The Contractor has not offered or received any kickback from any other offeror or contractor, supplier, manufacturer, or subcontractor in connection with the proposal on this Solicitation. A kickback is defined as an inducement for the award of a contract, subcontract, or order, in the form of any payment, loan, subscription, advance, deposit of money, services or anything, present or promised, unless consideration of substantially equal or greater value is exchanged. Further, no person shall demand or receive any payment, loan, subscription, advance, deposit of money, services or anything of value in return for an agreement not to compete on a public contract;

c) The Contractor is not a party to nor has it participated in nor is obligated or otherwise bound by agreement, arrangement or other understanding with any person, firm or corporation relating to the exchange of information concerning proposals, prices, terms or conditions upon which the contract resulting from the acceptance of its proposal is to be performed;

d) The Contractor understands that collusive bidding is a violation of the Virginia Governmental Frauds Act and federal law, and can result in fines, prison sentences, and civil damage awards and agrees to abide by all conditions of the Solicitation; and

e) Neither Contractor, Contractor’s subcontractors, nor any person acting on Contractor’s behalf, have conferred, or will confer, on any public employee having official responsibility for a 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 is exchanged.

f) Any contract for services requiring Contractor or its employees to have direct contact with students on school property during regular school hours or during school-sponsored activities is subject to the provisions of § 22.1-296.1(E) through (G) of the Code of Virginia. Contractor must provide written certification of whether any individual who will provide such services has been convicted of any violent felony set forth in the definition of barrier crime in subsection A of § 19.2-392.02 of the Code of Virginia; any offense involving the sexual molestation, physical or sexual abuse, or rape of a child, or the solicitation of any such offense; or any crime of moral turpitude. The certification is found in Attachment 1 to these General Terms and Conditions. The Board shall not be liable for materially false statements regarding the certifications required by this section.

Contractor shall require all its subcontractors to execute such certification prior to performing any services pursuant to the Contract Documents. Such completed certification shall be attached to and incorporated into the Contract Documents.

g) No individual who has been convicted of any violent felony set forth in the definition of barrier crime in subsection A of § 19.2-392.02 or any offense involving the sexual molestation, physical or sexual abuse, or rape of a child, or the solicitation of any such offense may perform services that require said individual to have direct contact with students on school property during regular school hours or during school-sponsored activities.

6) Warranties

a) The Contractor represents and warrants that it has the requisite experience, skills, capabilities, and manpower to perform the Obligations in a good and workmanlike fashion, that it is a legal business entity chartered or authorized to do business in Virginia having all necessary licenses required by law, that the person signing any of the Contract Documents has been fully authorized to do so, and his signature will legally bind the Contractor to perform its Obligations. Any goods or services furnished by the Contractor under the Contract Documents shall be covered by the most favorable warranties provided by the Contractor to any customer.

b) Contractor warrants to the Board that all materials and equipment furnished shall be new, unless otherwise specified, and that Contractor’s Work shall be of good quality, free from faults and defects and in strict conformance with the Contract Documents.

All materials and work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. This warranty shall be in addition to, and not in limitation of, any other warranty or remedy required by law or by the Contract Documents. If the Contract does not state a specific warranty period, the Contractor warrants Contractor’s Work for a period of one (1) year from the date of Substantial Completion of the entire Project. In no event shall Contractor’s warranty period be less than or terminate earlier than any warranty provision specified in the Contract.

c) The Contractor agrees that if warranties set forth in the Contract Documents are in any respect breached, the Contractor will pay to the Board the full contract price agreed to by the Board to be paid for the supplies, materials, equipment or services furnished under the bid or proposal. These rights and remedies are in addition to and do not limit those rights and remedies otherwise available to the Board.

7) Modifications, Additions or Changes

a) Modifications, additions or changes to the Contract Documents, including these terms and conditions, shall not be made unless reduced to a writing purporting to be such a modification that is signed by an authorized representative of each party and attached hereto. No fixed-price contract may be increased by more than twenty-five (25) percent of the amount of the Contract or $50,000, whichever is greater, without the advance written approval of the Board. The amount of any contract may not be increased for any purpose without adequate consideration provided to the Board.

8) Proposal Acceptance Period

a) Any proposal in response to a Solicitation shall be valid for 90 days. At the end of the 90 days, the proposal may be withdrawn at the written request of the offeror. If the proposal is not withdrawn at that time, it remains in effect until an award is made or the Solicitation is cancelled.

9) Indemnification

a) The Contractor agrees to indemnify, defend and hold harmless the Board and its officers, agents, and employees from any claims, damages and actions of any kind or nature, whether at law or in equity, arising from or caused by (i) the use of any materials, goods, or equipment of any kind or nature furnished by the Contractor, (ii) any services of any kind or nature provided by the Contractor, or (iii) Contractor’s performance of its Obligations, provided that such liability is not attributable to the sole negligence on the part of the Board.

b) No Indemnification by the Board. Contractor and the Board recognize that state law prohibits the Board from entering into any agreements to indemnify another party. To the extent any provisions of the Contract Documents are construed as indemnification obligations of the Board, such provisions shall be void and of no effect.

10) Assignment

a) Neither the Obligations nor the Contract Documents may be assigned, sublet, or transferred, in whole or in part, without the written consent of the Board or its designee.

11) Audit

a) The Contractor hereby agrees to retain all books, records, and other documents relative to Contractor’s Obligations and the Contract Documents for five (5) years after final payment or after all other pending matters are closed, whichever is longer.

The Board and its authorized agents, state auditors, the grantor of the funds to the Board, the Comptroller of Virginia or of the United States, or any of their duly authorized representatives shall have access to any such books, documents, papers and records of the Contractor for the purpose of making audits, examinations, excerpts or transcriptions.

12) Ownership of Documents

a) Any reports, studies, photographs, negatives, or other documents prepared by Contractor in the performance of its Obligations shall be remitted to the Board by the Contractor, without demand therefor, upon the earliest of (i) completion of its Obligations, (ii) completion of the Contract Period, or (iii) termination, cancellation or expiration of the Contract Documents. Contractor shall not use, willingly allow or cause to have such materials used for any purpose other than performance of the Obligations without the prior written consent of the Board. The Board shall own the intellectual property rights to all materials produced under this Agreement.

13) Payment and Performance Bond

a) If Contractor’s Obligations include construction, the amount of which exceeds $100,000, the Contractor shall furnish to the Board the bonds required under applicable Board policy, and shall otherwise fully comply with the requirements of such policy. The Board reserves the right to require payment and/or performance bonds in the amount of the Obligations for any other projects, goods or services, whether or not required by such policy.

14) Required Payment

a) When subcontracts are used in the performance of the Contract Documents, the Contractor covenants and agrees that it shall take one of the two following actions within seven (7) days after receipt of any amounts paid to the Contractor by the Board for work performed by a subcontractor under the Contract:

i) pay any subcontractor for its proportionate share of the total payment received from the Board attributable to the work under the Contract performed by such subcontractor, or

ii) notify the Board and the subcontractor, in writing, of its intention to withhold all or a part of the subcontractor’s payment and the reason therefor.

b) Individual contractors must provide their social security numbers, and proprietorships, partnerships, and corporations must provide their federal employer identification numbers, as a condition precedent to the Board being required to make any payment to the Contractor under the Contract Documents.

c) Contractor agrees to pay interest at the legal rate or such other rate as may be agreed to in writing by the subcontractor and the Contractor on all amounts owed by the Contractor that remain unpaid after seven (7) days following receipt by the Contractor of payment from the Board for work performed by the subcontractor in furtherance of Contractor meeting its Obligations to the Board, except for amounts withheld pursuant to Section 14(a)(ii) above.

d) Unless otherwise provided under the terms of this Contract, interest shall accrue at the rate of one percent (1%) per month.

e) Contractor agrees to include in its contracts with any and all subcontractors the requirements of Sections 14(a) and 14(c) above and a provision requiring each subcontractor to include or otherwise be subject to the same payment and interest requirements with respect to each lower-tier subcontractor.

f) Contractor’s obligation to pay an interest charge to a subcontractor pursuant to the payment clause above shall not be construed to be an obligation of the Board. No contract modification shall be made for the purpose of providing reimbursement for the interest charge. Any cost reimbursement claim shall not include any amount for reimbursement for the interest charge.

15) Liability Coverage

a) Unless otherwise expressly excepted in the Solicitation documents prepared by the Board, the Contractor shall take out and maintain during the Contract Period such bodily injury, liability and property damage liability insurance as shall protect it and the Board from claims for damages for personal injury, including death, as well as from claims for property damage, which could arise from Contractor’s performance of its Obligations. Such insurance shall at least have the coverages and be in the amounts set forth in the Solicitation and shall name the “Warren County School Board” as an additional insured. Such insurance must be issued by a company admitted to do business within the Commonwealth of Virginia and with at least an AM Best rating of A-. Within 10 days after Contractor is awarded a contract in response to a Solicitation, but in no event later than the first day on which Contractor provides goods or services to the Board, the Contractor shall provide the Board with a certificate of insurance showing such insurance to be in force and providing that the insurer shall give the Board at least 30 days’ notice prior to cancellation or other termination of such insurance.

16) Compliance With Laws

a) All work performed shall be in accordance with all local, state and federal codes, laws and regulations, including but not limited to: Virginia State and Local Government Conflict of Interests Act, Virginia Fair Employment Contracting Act, Virginia Freedom of Information Act, Virginia Prompt Payment Act, the Virginia Public Procurement Act, and Board policies.

17) No Waiver

a) Any failure of the Board to demand rigid adherence to one or more of the terms of the Contract Documents, on one or more occasions, shall not be construed as a waiver nor deprive the Board of the right to insist upon strict compliance with the terms of the Contract Documents. Moreover, it is the Board’s position and Contractor hereby agrees that the legal theories of Implied Waiver, Statute of Limitation, Estoppel, and Laches do not apply as defenses that the Contractor may assert in any action by the Board. Any waiver of a term of this Agreement, in whole or in part, must be in writing and signed by the party granting the waiver to be effective.

18) Termination and Cancellation

a) The Board shall have the unilateral right to terminate any contract with Contractor for default on the terms of that contract, or any other contract between the Contractor and the Board.

b) The Board has the unilateral right to cancel and terminate any contract with Contractor, in whole or in part, without penalty, merely out of convenience, and shall require no breach of contract by Contractor as a condition of termination. This right of termination for convenience may be exercised at the sole unconditional discretion of the Board with ninety (90) days’ written notice. If a contract is terminated in whole or in part for the convenience of the Board, the Contractor shall be paid the contracted price for the service or goods actually provided or rendered up to the date of the termination of the respective contract, but shall not be paid any other fees or lost profits.

c) Any contract cancellation notice shall not relieve the Contractor of the obligation to perform on all outstanding orders issued prior to the effective date of cancellation.

19) Appropriation and Availability of Funds

a) It is understood and agreed between the parties herein that the Board shall be bound hereunder only to the extent of the funds available and duly appropriated or which may hereafter become available and duly appropriated for the purpose of fulfilling the Board’s obligations with respect to the Contract Documents. If such funds become unavailable, then the Contract Documents shall be terminated at the end of the then current period for which funds have been appropriated. In the event of any non-appropriation, the Board shall notify the Contractor as soon as is reasonable, and such non-appropriation shall not constitute an event of default.

20) Billing, Method of Payment, Offset Rights and Tax Exemption

Billing shall be done monthly based on the contracted rate proposed by the Contractor and submitted to the Warren County Public Schools' Finance Department. The Board will remit payment within 30 days of receipt of a correct invoice. Incorrect invoices shall be subject to correction and/or rejection by the Warren County Public Schools' Finance Department.

a) Contractor agrees that the Board has the unilateral right to offset any bill submitted to the Board by Contractor, or any payment owed to Contractor by the Board, by any amount due to the Board from Contractor pursuant to the Contract Documents, or any other agreement, contract or transaction between the Board and Contractor.

b) The Board is exempt from any federal excise tax and Virginia sales and use tax. Taxes included on invoices will be deducted from the payment amount. Tax-exempt forms will be completed for a vendor upon request.

21) Work Site Damages

a) Any damages, including damage to finished surfaces, resulting from Contractor’s performance of its Obligations shall be repaired to the satisfaction of the Board at the Contractor’s expense.

22) Choice of Law and Venue

a) To ensure uniformity of the enforcement of the Contract Documents, and irrespective of the fact that either of the parties now is, or may become, a resident of a different state, the Contract Documents shall be governed in all respects, whether as to validity, construction, performance, or otherwise, by, and shall be interpreted and enforced under, the laws of the Commonwealth of Virginia, without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or of another state) that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Virginia.

b) The parties submit to and agree not to contest the personal jurisdiction of, and venue in, the Circuit Court of Warren County, Virginia, for resolution of any and all claims, causes of action, or disputes arising out of or related to the Contract Documents or otherwise between Contractor and the Board. Contractor agrees that service by registered mail to the address set forth in Section 24 of these General Terms and Conditions shall constitute sufficient service of process for any such action.

23) Severability

a) If any provision of any one, or all of the Contract Documents is held…