Updated RFP.pdf

Waynesboro City Public Schools 301 Pine Avenue

Waynesboro, VA 22980

Title:

Renovations to Valley Academy restrooms and kitchen.

Objective:

The objective is for Valley Academy/Waynesboro City Public Schools “owner” to select a contractor to renovate the restroom and kitchen areas at Valley Academy, 59 John Lewis Road, Suite 101, Fishersville, Virginia.

Project Description:

The scope of the project includes the following:

Demolition of:

• existing interior walls for Girls & Boys Bathrooms & closet

• wall between kitchen and hall way

• existing cabinets and plumbing fixtures in all renovated areas*

• existing drop ceiling in all renovated areas*

* renovated areas include the bathroom, closet, kitchen and adjoining hallway

Construction of:

Bathroom area:

• three (3) ADA accessible, enclosed stall bathrooms

• an open common area for the bathrooms that includes two lavatory (2) sinks with cabinets underneath and a mop sink

Water heater:

• construct a new closet to enclose the current water heater

Kitchen area:

• construct new walls to create a kitchen approximately 9' x 13'

• add utilities for a new stove and stackable washer and dryer and maintain utilities for current appliances

• add standard upper and lower cabinets on designated areas (this includes counter tops – coordinate color with the owner)

In all areas:

• hang and finish new drywall

• paint all walls and trim in affected areas - 1 wall color, 1 trim color – coordinating the colors with the owner

• flooring – as close to existing as possible

• connect all plumbing and electric to existing utilities

Repairs/Replacements:

• replace existing 4’ x 3’ window and patch brick on exterior wall

• modify existing electric to accommodate new floor plan (reuse existing ceiling lights as possible)

• cut and remove concrete as needed to connect to existing water and sewer lines within existing bathroom and kitchen area

• install new/modify existing drop ceiling in affected areas, as needed

• install utilities for dryer, including vent to exterior wall, if needed

• provide and install laminate countertop in kitchen (stock color – to be determined by owner)

• install 2 new exterior hydrants - one on front of building and one on parking lot side of the building

(coordinate the location with the owner)

This proposal excludes any unforeseen issues found during the project.

Contractor must work with the owner to determine times suitable for the renovations, scheduling as needed around students and staff.

Project Location:

59 John Lewis Road, Suite 101, Fishersville, Virginia 22939

Point of Contact for Questions and Clarifications:

Robert Martin, Interim Director of Operations and Maintenance Augusta County Public Schools martin.rj@augusta.k12.va.us

(540)245-5147

Katrina Lassiter, Director, Valley Academy klassiter@waynesboro.k12.va.us

(540) 886-0573

Bid Requirements:

Issuing Date: May 5, 2026

Issuing Office: Department of Finance

Waynesboro City Public Schools

301 Pine Avenue Waynesboro, VA 22980 Attn: Vonda Hutchinson Executive Director of Finance Email: vhutchinson@waynesboro.k12.va.us

Mandatory Pre-Proposal Meeting: Wednesday, May 13, 2025 at 10:00 a.m. at Valley Academy 59 John Lewis Road, Suite, 101, Fishersville, VA 22980

Proposal Due Date: Wednesday, May 27, 2026 at 2:00 p.m. at Valley Academy

Submit bids to: Waynesboro City Public Schools

Attn. Vonda Hutchinson

Waynesboro, VA 22980

Or email to: Vonda Hutchinson at vhutchinson@waynesboro.k12.va.us

Subject line “Valley Academy Renovation” mailto:klassiter@waynesboro.k12.va.us mailto:chapmant@fcpsk12.net

WAYNESBORO PUBLIC SCHOOLS

Waynesboro, VA 22980

NOTE: Waynesboro Public Schools does not discriminate against faith-based organizations in accordance with the Code of Virginia

2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, status as a service disabled veteran or any other basis prohibited by state law relating to employment discrimination in the performance of its procurement activity.

GENERAL TERMS AND CONDITIONS:

(Vendor: The general rules and conditions which follow apply to purchases and become a definite part of each formal solicitation and resulting contract award issued by Waynesboro Public Schools, unless otherwise specified. Bidders/Offerors or their authorized representatives are expected to inform themselves fully as to the conditions, requirements, and specifications before submitting bids; failure to do so will be at the bidder’s/offeror’s own risk and relief cannot be secured on the plea of error.)

Subject to all State and local laws, policies, resolutions, and regulations and all accepted rules, regulations and limitations imposed by legislation of the Federal Government, bids/proposals on all solicitations issued by Waynesboro Public Schools will bind bidders/offerors to applicable conditions and requirements herein set forth unless otherwise specified in the solicitation.

1.1 ANTI-DISCRIMINATION: By submitting their bid/proposal, the Bidder/Offeror certifies to the School Board that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of

1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient’s religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender, sexual orientation, gender identity or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body (Code of Virginia, 2.2-4343.1E).

In every contract over $10,000 the provisions in 1.1.1 through 1.1.4 below apply:

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

1.1.1 The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification regarding religion, sex, or national origin that is 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.

1.1.2 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.

1.1.3 Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting these requirements;

1.1.4 The Contractor will include the provisions of 1.1.1 above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

1.2 ANTITRUST: By entering into a contract, the contractor conveys, sells, assigns, and transfers to the School Board all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United

States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the School

Board under said contract.

1.3 APPLICABLE LAWS AND COURTS: This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia, and any litigation with respect thereto shall be brought in the courts having jurisdiction in the City of Waynesboro, Virginia. The contractor shall comply with all applicable federal, state and local laws, rules and regulations.

1.4 ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the Contractor in whole or in part without the written consent of the School Board or other participating jurisdictions.

1.5 AUTHORITY: The Agent or Clerk 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

School Board of Waynesboro. In the discharge of these responsibilities, the Agent or Clerk may be assisted by delegating authority to the Assistant Superintendent, Executive Directors and other school board staff. No other School Board officers or employee is authorized to enter into purchase negotiations, change orders, contracts, or in any way obligate the School

Board for 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.

1.6 CHANGES TO THE CONTRACT: Provided any changes are consistent with any applicable limitation set forth in the Virginia

Public Procurement Act (PPA), changes can be made to the contract in any of the following ways:

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

1.6.2 Waynesboro Public Schools 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 services to be performed, the method of packing or shipment and the place of delivery or installation. The

Contractor shall comply with the notice upon receipt, unless the contractor intends to claim an adjustment to compensation, schedule, or other contractual impact that would be caused by complying with such notice, in which case the contractor shall, in writing, promptly notify Waynesboro Public Schools of the adjustment to be sought, and before proceeding to comply with the notice, shall await the Agent’s written decision affirming, modifying, or revoking the prior written notice. If Waynesboro Public Schools decides to issue a notice that requires an adjustment to compensation, the Contractor shall be compensated for any additional costs incurred as the result of such order and shall give Waynesboro Public Schools a credit for any savings. Said compensation shall be determined by one of the following methods:

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

b. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the contractor accounts for the number of units or work performed, subject to

Waynesboro Public Schools’ right to audit the contractor’s records and/or determine the correct number of units independently; or

c. By ordering the contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided in the contract. The same markup shall be used for determining a decrease in price as a result of savings realized. The contractor shall present

Waynesboro Public Schools with all vouchers and records of expenses incurred and savings realized.

Waynesboro Public Schools shall have the right to audit the records of the contractor as it deems necessary to determine the costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to Waynesboro Public Schools within thirty days from the date of receipt of the written order from Waynesboro Public Schools. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Vendors Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the contractor from promptly complying with the changes ordered by Waynesboro Public Schools or with the performance of the contract generally.

1.7 CLARIFICATIONS OF TERMS: If any prospective bidder/offeror has questions about the specifications or other solicitation documents, the prospective bidder/offeror should contact the buyer whose name appears on the face of the solicitation no later than five (5) working days before the due date. Any revisions to the solicitation will be made only by addendum issued by the buyer.

1.8 CONTRACT DOCUMENTS: The Contract entered into by the parties shall consist of the IFB or RFP, the signed bid/proposal submitted by the Contractor, the Notice of Award or Purchase Order/Contract, the General and Special Terms and Conditions, 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 in the Contract.

1.9 CONTRACTUAL DISPUTES: Any dispute concerning a question of fact including claims of money or other relief as a result of a contract with Waynesboro Public Schools which is not disposed of by agreement shall be decided by the Agent, 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 Agent shall be final and conclusive unless the Contractor appeals within ten (10) days of receipt of the written decision. 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.

1.10 DEFAULT: In case of failure to deliver goods and/or services in accordance with the contract terms and conditions, the School

Board, after due oral or written notice, may procure them from other sources and hold the contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which the

School Board may have.

1.11 DEBARMENT STATUS: By submitting their bid, the Bidder/Offeror certifies that he/she is not currently debarred by the

Commonwealth of Virginia or Waynesboro Public Schools from submitting bids or proposals on contracts for the type of goods and/or services covered by this solicitation, nor are they an agent of any person or entity that is currently so debarred.

1.12 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; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or 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.

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

1.14 EXHAUSTION OF ADMINISTRATIVE REMEDIES: No potential Bidder, Offeror, or Contractor shall institute any legal action until all administrative remedies available under this solicitation and resulting contract have been exhausted and until all statutory requirements have been met.

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

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

1.17 LABELING OF HAZARDOUS SUBSTANCES: If the items or products requested by this solicitation are “Hazardous Substances” as defined by Section 1261 of Title 15 of the United States Code (U.S.C.) then the Bidder/Offeror, by submitting his/her bid, certifies and warrants that the items or products to be delivered under this contract shall be properly labeled as required by the foregoing sections and that by delivering the items or products the Bidder/Offeror does not violate any of the prohibitions of Title 15 of the U.S.C. or Section 1263.

1.18 MANDATORY USE OF FORM AND TERMS AND CONDITIONS: Failure to submit a bid/proposal on the form provided for that purpose shall be cause for rejection of the bid. Modification of or additions to any portion of the Invitation for Bids or

Request for Proposals may be cause for rejection of the bid; however, the School Board reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a bid/proposal as non-responsive. As a precondition to its acceptance, the School Board may, in its sole discretion, request that the bidder/offeror withdraw or modify non-responsive portions of a bid/proposal which do not affect quality, quantity, price, or delivery.

1.19 MATERIAL SAFETY DATA SHEETS: Material and Safety Data Sheets shall be provided within two (2) business days upon request for each chemical and/or compound offered. Failure on the part of the Contractor to submit such data sheets may be cause for declaring the Contractor in default.

1.20 RESERVED

1.21 NONDISCRIMINATION OF CONTRACTORS: A bidder, offeror, or contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability, faith-based organizational status, status as a service disabled veteran, or any other basis prohibited by state law relating to discrimination in employment. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services or disbursements from an alternate provider.

1.22 OFFICIAL NOT TO BENEFIT:

1.22.1 Each Bidder/Offeror shall certify upon signing a bid/proposal that to the best of his/her knowledge no Waynesboro

Public Schools official or employee having official responsibility for the procurement transaction or member of his/her immediate family has received or will receive any financial benefit of more than nominal or minimal value relating to the award of this contract unless consideration of substantially equal or greater value is/was exchanged. If such a benefit has been received or will be received, this fact shall be disclosed with the bid/proposal or as soon thereafter, as it appears that such a benefit will be received. Failure to disclose the information prescribed above may result in suspension or debarment or recession of the contract made or could affect payment pursuant to the terms of the contract.

1.22.2 Whenever there is a reason to believe that benefit of the sort described in the paragraph above has been or will be received in connection with the bid, proposal, or contract and that the Contractor has failed to disclose such benefit or has inadequately disclosed it, Waynesboro Public Schools, as a prerequisite to payment pursuant to the Contractor, or at any time may require the contractor to furnish, under oath, answers to any interrogatories related to such possible benefit.

1.22.3 In the event the Bidder/Offeror has knowledge of benefits as outlined above, this information should be submitted with the bid. If the above does not apply at time of award of contract and becomes known after the inception of a contract the Bidder/Offeror shall address the disclosure of such facts to: Superintendent, Waynesboro School Board, 301 Pine Avenue, Waynesboro, VA 22980. The Invitation for Bids or Request for Proposals Number shall be referenced in the disclosure.

1.23 PAYMENT TO PRIME CONTRACTOR:

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

1.23.2 Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days.

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

1.23.4 The following shall be deemed to be the date of payment: the date of postmark in all cases where payment is made by mail.

1.24 PAYMENT TO SUBCONTRACTORS: A contractor awarded a contract under this solicitation is hereby obligated to:

1.24.1 Pay the subcontractor(s) within seven days of the contractor’s receipt of payment from the School Board for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or

1.24.2 Notify the agency and the subcontractor(s), in writing, of the Contractor’s intention to withhold payment and the reason for such.

1.24.3 The contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the contractor that remain unpaid seven days following receipt of payment from the School Board, except for amounts withheld as stated in (2) above. The date of mailing any payment by U.S. Mail is deemed to be payment to the addressee. These provisions shall be included by the

Contractor in each subcontract so they are binding on each sub-tier contractor performing under the primary contract.

A contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of the

School Board or any participating jurisdiction.

1.25 PRECEDENCE OF TERMS: All of these General Terms and Conditions shall apply in all instances. In the event there is a conflict between any of the General Terms and Conditions and Special Terms and Conditions in the solicitation, the Special Terms and

Conditions shall apply.

1.26 PROTEST OF AWARD OR DECISION TO AWARD: Any Bidder/Offeror may protest the award or decision to award a contract by submitting a protest in writing to the Protest Officer no later than ten (10) days after public notice of the award or the announcement of the decision to award, whichever occurs first. The written protest shall include the basis for the protest and the relief sought. The Protest Officer shall issue a decision in writing within ten (10) days of the receipt of the protest stating the reasons for the action taken.

1.26.1 If prior to award it is determined that the decision to award is arbitrary and capricious then the sole relief shall be a finding to that effect. The Agent shall cancel the proposed award or revise it to comply with the law. If, after an award, it is determined that an award of a contract was arbitrary and capricious, then the sole relief shall be as hereinafter provided. Where the award has been made but performance has not begun, the performance of the contract may be enjoined by Waynesboro Public Schools. Where the award has been made and performance begun, the Agent may declare the contract void upon finding that this action is in the best interest of Waynesboro Public Schools. Where a contract is declared void, the performing Contractor shall be compensated for the actual cost of performance at the rate specified in the contract up to the time of such declaration. In no event shall the performing Contractor be entitled to lost profits.

1.26.2 Pending final determination of a protest or appeal, the validity of a contract awarded and accepted in good faith in accordance with this paragraph shall not be affected by the fact that a protest or appeal has been filed.

1.26.3 An award need not be delayed for the period allowed a Bidder/Offeror to protest, but in the event of a timely protest or legal action, no further action to award the contract will be taken unless there is a written determination that proceeding without delay is necessary to protect the public interest or unless the offer would expire.

1.27 QUALIFICATIONS OF BIDDERS: The School Board may make reasonable investigations as deemed proper and necessary to determine the ability of the bidder/offeror to perform the services/furnish the goods and the bidder/offeror shall furnish to the School Board all such information and data for this purpose as may be requested. The School Board reserves the right to inspect bidder’s physical facilities prior to award to satisfy questions regarding the bidder’s’ offeror’s capabilities. The School

Board further reserves the right to reject any bid/proposal if the evidence submitted by, or investigations of, such bidder/offeror fails to satisfy the School Board that such bidder/offeror is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

1.28 SMALL, WOMAN-OWNED, MINORITY-OWNED, AND SERVICE-DISABLED-VETERAN-OWNED BUSINESS ENTERPRISES: It is the policy of Waynesboro Public Schools to undertake every effort to increase opportunity for utilization of small, woman-owned, minority-owned, and service-disabled-veteran-owned businesses in all aspects of procurement to the maximum extent feasible. In connection with the performance of this contract, the Contractor agrees to use their best effort to carry out this intent and ensure that such 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, woman-owned, minority-owned, and/or service-disabled-veteran-owned business enterprises in lieu of an independent investigation.

Where Federal grants or monies are involved, it is the policy of the School Board through its agents and employees to comply with the requirements set forth in the Standards governing State and Local Grantee Procurement of the U.S. Office of

Management and Budget Circular No. A-102, Uniform Administrative Requirements for Grants-in-Aid to State and Local

Governments, as they pertain to small and minority business utilization.

1.29 TAX EXEMPTION: Waynesboro Public Schools is exempt from the payment of federal excise or Virginia Sales and Use Tax. The bid price must be net, exclusive of taxes. When under established trade practices, any federal excise tax is included in the list price; the Bidder may quote the list price and shall show separately the amount of federal excise tax, either as a flat sum or as a percentage of the list price, which shall be deducted by Waynesboro Public Schools.

1.30 TERMINATION FOR CAUSE/DEFAULT: In case of failure to deliver goods or provide services in accordance with the contract terms and conditions, Waynesboro Public Schools, after due oral or written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies which Waynesboro Public Schools may have. Specifically,

1.30.1 If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner their obligations under this contract, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this contract, Waynesboro Public Schools shall thereupon have the right to terminate, specifying the effective date thereof, at least five (5) days before the effective date of such termination. In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, and reports prepared by the Contractor under the contract shall at the option of Waynesboro Public Schools, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents.

1.30.2 Notwithstanding the above, the Contractor shall not be relieved of liability to Waynesboro Public Schools for damages sustained by Waynesboro Public Schools by virtue of any breach of contract by the Contractor. Waynesboro Public

Schools may withhold any payments to the contractor for the purpose of set off until such time as the exact amount of damages due to the Waynesboro Public Schools from the Contractor is determined.

1.31 TERMINATION FOR CONVENIENCE: Waynesboro Public Schools reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, whenever the Agent determines that such a termination is in the best interest of Waynesboro Public Schools. Any such termination shall be effected by delivery to the Contractor, at least ten (10) working days prior to the termination date, a Notice of Termination specifying the extent to which performance shall be terminated and date upon which such termination becomes effective. After receipt of a notice of termination, the Contractor must stop all work or deliveries under the purchase order/contract on the date and to the extent specified; however, any contract termination notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of termination. An equitable adjustment in the contract price shall be made for completed service, but no amount shall be allowed for anticipated profit on unperformed services.

1.32 TESTING AND INSPECTION: Waynesboro Public Schools reserves the right to conduct any test or inspection it may deem advisable to ensure goods and/or services conform to the specification.

1.33 USE OF BRAND NAMES: Unless otherwise provided in the solicitation, the name of a certain brand, make or manufacturer does not restrict bidders to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired. Any article which the WAYNESBORO PUBLIC SCHOOLS, in its sole discretion, determines to be equal of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. The bidder/offeror is responsible to clearly and specifically identify the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable WAYNESBORO PUBLIC SCHOOLS to determine if the product offered meets the requirements of the solicitation. ONLY THE INFORMATION FURNISHED WITH THE

BID/PROPOSAL WILL BE CONSIDERED IN THE EVALUATION. FAILURE TO FURNISH ADEQUATE DATA FOR EVALUATION

PURPOSES MAY RESULT IN DECLARING A BID/PROPOSAL NON-RESPONSIVE. Unless the bidder/offeror clearly indicates in its bid/proposal that the product offered is an “equal” product, such bid/proposal will be considered to offer the brand name product referenced in the solicitation.

1.34 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 corporation, in accordance with the Virginia Freedom of Information Act.

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

1.34.2 Any Bidder/Offeror, upon request, shall be afforded the opportunity to inspect bid/proposal records within a reasonable time after the opening/evaluation of all bids/proposals, but prior to award, except in the event that

Waynesboro Public Schools decides not to accept any of the bids/proposals and to re-solicit. Otherwise, bid/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.

1.34.3 Trade secrets or proprietary information submitted by any 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 state the reasons why protection is necessary.

1.34.4 Nothing contained in this section shall be construed to require Waynesboro Public Schools to furnish a statement of the reason(s) why a particular bid/proposal was not deemed to be the most advantageous to Waynesboro Public

Schools.

1.35 CONTRACTOR EMPLOYEE BACKGROUND REQUIREMENTS

To protect the safety of students and school employees, (the contractor)is required to certify to the Division Superintendent that none of (the contractor’s) employees, whether new or current, full-time or part-time, permanent or temporary, who will have direct contact with students, whether on- or off-campus, by virtue of this contract, (i) have been convicted of a felony, any offense involving sexual molestation, physical or sexual abuse or rape of a child, or involving lying, cheating or stealing; or

(ii) have been the subject of a founded case of child abuse or neglect. (The contractor) shall conduct an investigation of the criminal history, sex offender status and agency determinations of child abuse of each employee who will have direct contact with students, whether on-or off-campus. (The contractor) shall conduct all such investigations with the written consent of affected employees and in compliance with all applicable laws. (The contractor) certifies that it has conducted such an investigation for all current employees who will be involved in performance of this contract. (The contractor) shall keep records of all investigations and shall make such records available to the division Superintendent or his designee upon request.

If any employee of (the contractor) who will have direct contact with students by virtue of this contract is arrested for, charged with, or convicted of any such offense, or becomes the subject of a child abuse investigation, (the contractor) shall notify the Superintendent of the arrest, charge, conviction or investigation as soon as reasonably practicable after (the contractor) is made aware of the arrest, charge, conviction or investigation. The Superintendent 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.

Failure by (the contractor) or one of its subcontractors to conduct investigations or to make the certifications required by this provision may constitute a breach of this contract and grounds for termination or rescission of the contract. (The contractor) shall include the provisions of the foregoing paragraphs of this section in all contracts with its subcontractors for the contract or project, if any, so that such provisions are binding on all such subcontractors of (the contractor).

1.36 INSURANCE: By signing and submitting a bid or proposal under this solicitation, the bidder or offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the work commences. The bidder or offeror further certifies that the contractor and any subcontractors will maintain this 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. During the period of the contract, Waynesboro Public Schools reserves the right to require the Contactor to furnish certificates of insurance for the coverage required by Waynesboro Public Schools and

Commonwealth of Virginia as indicated below:

1.36.1 Workers’ Compensation – Statutory requirements and benefits. Coverage is compulsory for employers of three or more employees, to include the employer. Contractors who fail to notify the School Board of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract.

1.36.2 Employer’s Liability - $100,000.

1.36.3 Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate. Commercial General

Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage. The School Board must be named as an additional insured and so endorsed on the policy.

1.36.4 Automobile Liability - $1,000,000 combined single limit.

1.37 AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that WPS shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement. All obligations of the School Board hereunder are expressly contingent upon the appropriation of sufficient funds for the School Board to satisfy its obligations.

1.38 COOPERATIVE PURCHASING: This solicitation reflects the intent of the School Board to 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 architectural and engineering services and construction, 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 such an arrangement.

1.39 USE OF CONTRACT BY OTHER POLITICAL JURISDICTION: Bidders/Offerors are advised that all resultant contracts will be extended, with the authorization of the Bidder/Offeror, to other jurisdictions and Political Subdivisions of the Commonwealth of Virginia to permit ordering of supplies and/or services at the prices and terms of the resulting contract. If any other jurisdiction decides to use the final contract, the Contractor must deal directly with that jurisdiction or political subdivision concerning the placement of orders, issuance of the purchase order, contractual disputes, invoicing and payment.

Waynesboro Public Schools acts only as the “Contracting Agent” for these jurisdictions and political subdivisions. Failure to extend a contract to any jurisdiction will have no effect on consideration of your bid/proposal by WPS.

It is the awarded vendor’s responsibility to notify jurisdictions and political subdivisions of the availability of the contract.

Waynesboro Public Schools shall not be held liable for any costs or damage incurred by another jurisdiction or political subdivision as a result of any award extended to that jurisdiction or political subdivision by the awardee.

Each participating jurisdiction and political subdivision have the option of executing a separate contract with the awardee.

Contracts entered into with them may contain general terms and conditions unique to those entities. If, when preparing such a contract, the general terms and conditions of a jurisdiction are unacceptable to the awardee, the awardee may withdraw its extension of the award to that jurisdiction.

1.40 WITHDRAWAL OF BIDS OR PROPOSALS: A bid/proposal may be amended and/or withdrawn by a bidder or offeror if the request is received in writing before the due date and hour. The request must be signed by a person authorized to represent the vendor or firm that submitted the bid/proposal. Submission of a subsequent bid/proposal, unless specifically identified as an additional bid, shall constitute the withdrawal of any prior one submitted by the same bidder or offeror on the same

Invitation for Bid/Request for Proposal.

Withdrawal of bids/proposals after opening is governed by Code of Virginia 2.2-4330. The bidder or offeror shall give notice in writing of his/her claim of right to withdraw the bid/proposal within two business days after the conclusion of the bid opening or receipt of proposals procedure, and shall submit original work papers with such notice.

1.41 INDEMNIFICATION: Contractor shall indemnify, keep and save harmless Waynesboro Public Schools, its agents, officials, employees and volunteers against claims of injuries, death, damage to property, patent claims, suits, liabilities, judgments, cost and expenses which may otherwise accrue against Waynesboro Public Schools in consequence of the granting of a contract or which may otherwise result therefrom, if the act was caused through negligence, error, omission, or reckless or intentional misconduct (or, in the case of intellectual property rights, by any act done without proper permission) of the

Contractor or his or her employees, or that of the subcontractor or his or her employees if any; and the Contractor shall, at his or her own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith; and if any judgment shall be rendered against Waynesboro Public Schools in any such action, the Contractor shall, at his or her own expense, satisfy and discharge the same. Contractor expressly understands and agrees that any performance bond or insurance protection required by this contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless and defend Waynesboro Public Schools as herein provided.

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

1.43 STATE CORPORATION COMMISSION IDENTIFICATION NUMBER: 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.

1.44 AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or

Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

1.45 CONFIDENTIALITY OF PERSONALLY IDENTIFIABLE INFORMATION: The contractor assures that information and data obtained as to personal facts and circumstances related to students, parents, or employees will be collected and held confidential, during and following the term of this agreement, and will not be divulged without the individual’s and the agency’s written consent and only in accordance with all applicable federal and/or state law. Contractors who utilize, access, or store personally identifiable information as part of the performance of a contract are required to safeguard this information and immediately notify the agency of any breach or suspected breach in the security of such information. Contractors shall allow the agency to both participate in the investigation of incidents and exercise control over decisions regarding external reporting. Contractors and their employees working on this project may be required to sign a confidentiality statement.

SPECIAL TERMS AND CONDITIONS:

1. AUDIT: The contractor shall retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited by the School Board, whichever is sooner. The agency, its authorized agents, and/or state/local auditors shall have full access to and the right to examine any of said materials during said period.

2. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the agency shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement. All obligations of the School Board hereunder are expressly contingent upon the appropriation of sufficient funds for the School

Board to satisfy its obligations.

3. AWARD OF CONTRACT: The award for items listed in a Pricing Schedule will be made to the lowest responsive and responsible Bidder satisfying all requirements and qualifications. In each and every solicitation, Waynesboro Public Schools reserves the right to make a separate award for each item, a group of items or all items, and to make an award either in whole or in part, whichever is deemed in the best interest of Waynesboro Public Schools. Waynesboro Public Schools may make multiple awards. Waynesboro Public Schools reserves the right to cancel any solicitation; reject any or all bids/proposals, in whole or in part; waive any informality; and to delete items prior to making the award(s), whenever it is deemed in the sole opinion of Waynesboro Public Schools to be in its best interest. Waynesboro Public Schools reserves the right to make the sole determination of whether the model and/or options offered meet the minimum specifications and is acceptable in accordance with the specifications attached.

4. BID ACCEPTANCE: The bid/proposal shall be binding upon the Bidder/Offeror for a minimum of 60 days following the bid/proposal receipt and opening date.