GOOCHLAND COUNTY SCHOOL BOARD REQUEST FOR PROPOSALS. for IP INTERCOM SYSTEM. ISSUE DATE: November 2, DUE DATE: November 29, 2017

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1 GOOCHLAND COUNTY SCHOOL BOARD REQUEST FOR PROPOSALS for IP INTERCOM SYSTEM ISSUE DATE: November 2, 2017 DUE DATE: November 29, 2017 TIME: 3:30 P.M. RFP#: PROCUREMENT CONTACT: Robin Powers Accounting Technician Phone: (804) ISSUING DEPARTMENT: Finance Department Attn: Robin Powers Physical/Delivery Address: 2938-I River Rd West Goochland, VA Postal Mailing Address: P. O. Box 169 Goochland, VA

2 TITLE SHEET: # (This page to be returned with proposal.) OBLIGATION OF OFFEROR: By submitting a proposal, the Offeror convenants and agrees that he has satisfied himself, from his own investigation of conditions to be met, that he fully understands his obligation and that he will not make a claim for, or have right to cancellation or relief from the resulting contract because of any misunderstanding or lack of information. Offeror further agrees that conditions herein have been carefully read and this proposal is submitted subject to all requirements stated herein. The undersigned hereby acknowledges and agrees, if this proposal is accepted, to furnish all service agreed upon in strict accordance with the contract. NAME OF FIRM ADDRESS OF FIRM DATE BY NAME TITLE (Signature in Ink) (Printed Name) (Printed Title) eva OFFEROR or DUNS NO. STATE CORPORATION COMMISSION (SCC) NO. FEI/FIN NO. PHONE FAX Submit Attachment B Indicate the length of time you have been in business as a company providing the type of good(s) and/or service(s) required for this contract. YEARS MONTHS ACKNOWLEDGE READING OF (if applicable) ADDENDUM 1 ADDENDUM 2 ADDENDUM 3 Page 2 of 27

3 The Goochland County School Board does not discriminate against faith-based organizations. SECTION 1 PURPOSE The purpose and intent of this Request For Proposal ( RFP ) is to solicit proposals from qualified firms to furnish all labor, tools, materials, and equipment necessary to install intercom paging, emergency paging, emergency tone and time tone communication systems (hereinafter referred to as System ) for Goochland High School ( GHS ). A. This solicitation is issued by the Goochland County Public Schools Finance Department on behalf of Goochland County School Board (hereinafter GCSB or School Board ) which is the governing body of Goochland County Public Schools (hereinafter GCPS ) a political subdivision of the Commonwealth of Virginia. B. For ease of reference, each firm submitting a response to this RFP will hereinafter be referred to as an Offeror. An Offeror whose proposal would result in a formal agreement will hereinafter be referred to as a Successful Offeror or Contractor. C. For ease of reference, the entire scope of products and services sought in this solicitation as well as the implementation of the System under the resulting contract will be hereinafter be referred to as Project. D. The contents of the proposal submitted by the Successful Offeror, this RFP (including General Terms and Conditions and Special Terms and Conditions) and all modifications made thereof, will become part of any contract awarded as a result of this solicitation. The successful firm will be required to sign a contract with GCSB. SECTION 2 BACKGROUND Goochland County Public Schools serve 2,540 K-12 students in Goochland County, Virginia. Goochland County is in the eastern piedmont of Central Virginia between the cities of Richmond and Charlottesville. GCSB is seeking a solution to maximize communications between the classroom and administrative areas while enhancing school safety and reducing maintenance and operational cost. InformaCast and Cisco are the equipment currently installed. This brand of equipment provides the features and capabilities requested by this solicitation. GCSB reserves the right to approve all equipment offered in response to this solicitation. SECTION 3 SCOPE OF SERVICES A. General Requirements Successful Offeror(s) shall furnish all labor, tools, materials, and equipment necessary to install intercom paging, emergency paging, emergency tone and time tone communication systems for GHS, whose location is: Page 3 of 27

4 Goochland High School 3250-A River Road West Goochland, VA B. Project Technical Requirements Successful Offeror shall ensure: 1. Wall-mounted IP speakers shall be installed in designated areas. 2. Speakers must be capable of both visual text/clock and audio broadcasts. 3. Speakers must be capable of two-way communication. 4. System must be capable of Common Alerting Protocol (CAP) notifications. 5. Speakers must be equipped with strobe feature as needed due to size and noise level of room. 6. Speakers must have protective cages where needed. 7. Interior wiring shall be in accordance with new construction guidelines suggested by the manufacturer, including speakers and all associated hardware. All wiring shall be installed in raceways or plenum rated cable where routed in plenum ceiling areas. 8. Existing cable shall be re-used wherever possible. 9. System shall include paging gateways as needed. 10. System shall include any hardware as needed to integrate with existing overhead analog system where applicable. 11. Configure speakers as third-party SIP endpoints to allow dialing directly into the room. 12. All endpoints must be registered to existing InformaCast System. 13. Bell schedule shall be created. 14. Recipient groups shall be created. 15. Proper licensing for all products shall be assured. 16. All cabling and operation of System including bell schedule, audio paging, video messaging, two-way communication, and emergency notifications shall be tested. C. Offeror Requirements and Qualifications: 1. Offerors must demonstrate that they have the resources and capability to conform to and fully perform all material respects of the requirements as described herein. Additionally, all Offerors, in order to be eligible for this contract, shall meet criteria established herein and submit documentation with their proposal indicating compliance with the minimum qualifications and requirements of this solicitation. 2. As of the Closing Date and Time for proposals to this RFP, Offeror must be licensed to do business in the Commonwealth of Virginia. (See Attachment Page 4 of 27

5 B: State Corporation Commission Form.) 3. Successful Offeror shall perform all required work and shall furnish all labor, materials, necessary tools and all else required for successful completion on this Project. 4. Successful Offeror shall ensure that all labor for the Project provided shall be trained and experienced in the Technical Services system. 5. Successful Offeror shall render a quality of all services that conform to the highest standards in the relevant profession, trade or field of endeavor; such rendered services shall be supervised directly by individuals qualified in the relevant profession, trade or field or individuals holding any license required by law and regulations. The Successful Offeror shall adhere to all local, state and/or federal regulations or standards pertaining to this type of work. 6. As of the Closing Date and Time for proposals to this RFP, Offeror must be an authorized InformaCast Reseller and provide its Letter of Authorization with its proposal submission (see Section 9A6). 7. As of Closing Date and Time for proposal to this RFP, Offeror must be an authorized Cisco Unified Communications reseller and provide its Letter of Authorization with its proposal submission (see Section 9A7). D. Offeror Project Requirements: 1. Successful Offeror shall furnish and install all equipment including (but not limited to): outlet boxes, wall plates, specialty boxes, wiring, speakers, and all other necessary equipment to provide a complete operating system as specified by this solicitation. The Successful Offeror shall provide additional items not mentioned herein to meet requirements as specified without additional claim for payments. Items may include hardware, rack panels, 66 Blocks, etc., and other devices that are required for installation. 2. Successful Offeror shall furnish all shop drawings, maps and documentation of work. 3. Successful Offeror shall perform initial and final programming of the System and audio level adjustments. 4. Successful Offeror shall provide System documentation including equipment manuals and drawings. E. Project Management The Successful Offeror shall develop and execute a Project Plan that establishes or provides: 1. A Project Manager for communication, reporting, procedural and contractual activities with GCPS point of contact the Technical Services Specialist. 2. A timeline of Project milestones with anticipated target completion dates (allowing for GCSB Administration Office and School closures); 3. Key Project personnel roles and responsibilities and essential points of Page 5 of 27

6 contact during the Project; 4. A routine method for providing Project status updates; and 5. Training, Testing and Cutover phases. a. Successful Offeror will provide basic system end-user training to up to five (5) users on the School Administration staff. Any training in excess of the five (5) users is the responsibility of GCPS. Successful Offeror will also have appropriate personnel on-site during the first day of implementation. F. Owner Responsibilities Owner will be responsible for: 1. Having the Technical Services Specialist serve as a technical resource and point of contact to interface with Successful Offeror s team. 2. Installing and providing all electrical requirements for LAN, WAN, Voice components and/or Data Center components. 3. Providing a working space. 4. Supplying remote access to the equipment during the installation process that complies with the GCSB s security requirements. 5. Handling system backups, storage, and performance monitoring of all servers, desktops, or host systems. Providing a detailed floor plan that accurately identifies the placement location of the equipment. 6. Disposing of decommissioned equipment during the course of the Project. 7. Communicating and coordinating any maintenance windows/outages that may occur during the Project. 8. Providing a verified backup of data before Successful Offeror s arrival on site. 9. Providing all circuit and service provider information as necessary to properly complete work. 10. Providing a schedule of school administration closures to include student breaks and communicating changes to any schedules with as advanced notice possible. G. Work Hours Normal work hours for Goochland County Public Schools are Monday through Friday from 8:00 a.m. to 4:30 p.m., with the exception of scheduled GCSB Administration Office closures (i.e., holidays). On days of normal school operations, the Project times will be restricted to begin at 3:30 p.m. and end at a time agreed to by the Technical Services Specialist. One days of students breaks, Project work may begin at 8:00 a.m. All Project work, however, shall be performed on days and at times approved by the Technical Services Specialist who will have received the school principal s prior approval. Page 6 of 27

7 H. Project Cost The Offeror shall detail the Project costs to include itemized costs of services, equipment, licensing and software required. GCSB will not pay for overtime, holiday, or weekend pay. SECTION 4 PERIOD OF CONTRACT The projected completion date is July 31, SECTION 5 MANDATORY PRE-PROPOSAL SITE VISIT A mandatory pre-proposal site visit will be conducted on Monday, November 13, 2017 at 3:30 p.m. at the location below. The purpose of this site visit is to allow potential Offerors an opportunity to present questions and obtain clarification relative to any facet of this solicitation. Bring a copy of the RFP with you. Any changes to the solicitation resulting from this site visit will be issued in a written addendum. Due to the importance of all Offerors having a clear understanding of the scope of work and requirements of this solicitation, attendance at this site visit will be a prerequisite for submitting a proposal. Proposals will only be accepted from those Offerors who are represented at this pre-proposal site visit. Attendance at the conference will be evidenced by the Offeror s (or representative s) signature on the attendance roster. If an Offeror contacts the school directly or visits the site outside of this scheduled site visit, Offeror may be disqualified from submitting a proposal. Participants in the pre-proposal site visit must first report to the GHS Main Office and check-in with the receptionist prior to the start time of the conference. The receptionist will direct the participant to the meeting room. Participant must arrive in the meeting room before 3:30 p.m. SECTION 6 Goochland High School 3250-A River Road West Goochland, VA INFORMATION REQUESTS AND ADDENDA All questions relating to this solicitation shall be submitted before 3:30 p.m. on Thursday, November 16, 2017 in writing to Robin Powers, Goochland County Public Schools, at rpowers@glnd.k12.va.us. Questions shall be succinct and include the submitter s name and title, submitter s , company name, and company address. Necessary replies will be issued as addenda, which will become part of the contract documents. Oral instructions do not form a part of the proposal documents. Addenda, if any, to this RFP will be posted at this URL on the School Board s website: Offerors shall ascertain prior to submitting a proposal that all issued addenda have been received, read, and addressed in their proposals if or where necessary. Page 7 of 27

8 SECTION 7 RFP SCHEDULE OF EVENTS The following RFP Schedule of Events in Table 1 represents the best estimate of the schedule GCSB will follow. If a component of the schedule is delayed, it shall be anticipated that the remaining components will also be delayed by a similar number of days. Any significant change to the schedule will be published via RFP addendum. Table 1: RFP Schedule of Events Event Request for Proposals Issued Nov. 2, 2017 Mandatory Site Visit (see Section 5) Deadline for Questions (see Section 6) Estimated Date Nov. 13, 2017 at 3:30 p.m. Nov. 16, 2017 at 3:30 p.m. Final Addendum Published, if any Nov. 17, 2017 Deadline for Proposal Submissions Nov. 29, 2017 at 3:30 p.m. Evaluations of Proposals Nov Dec. 13, 2017 Successful Offerors Notified, Contract Negotiations & Award Dec , 2017 SECTION 8 PRE-QUALIFICATION OF OFFERORS GCSB has not employed a pre-qualification process. No Offerors are either pre-qualified or precluded from responding to this RFP. SECTION 9 PROPOSAL ORGANIZATION GUIDELINES Proposals should be as thorough and detailed as possible so that the School Board Evaluation Committee may properly evaluate Offeror s capabilities to provide the required goods and services. Offerors are required to submit the items in Table 2 as a complete proposal in a three-ringed binder (not to exceed 1/2 rings). Omission of any of these required pages or omission of information requested within those pages may cause Offeror to be eliminated from further consideration. Offerors shall not submit corporate marketing materials or other pre-printed materials to supplant the written requirements of the response, unless noted specifically that certain materials are allowed. Table 2: Proposal Organization Guidelines. Note: See the referenced RFP Section No. for specific requirements. Offeror s Tab # Proposal Sections RFP Section No. A Credentials, Experience and References 9A B Project Plan and Management 9B C Project Cost 9C D Attachments: Required Forms 9D Page 8 of 27

9 A. Credentials, Experience and References Tab A 1) Offeror shall summarize its general qualifications, background, number of employees, office locations, etc. 2) Offeror shall discuss its previous work experience in projects with scopes of work similar to the one presented within this solicitation. 3) Offeror shall describe its core capabilities and business approach. 4) Offeror shall highlight any major features, functionality, or areas of support that differentiate its specific service offerings from its competitors. 5) Using Attachment E, Offeror shall provide a minimum of three references all school divisions with related needs and requirements who can attest to the Offeror s experience and qualifications, quality of service, timeliness and responsiveness to client needs. Offeror shall include the information requested on the form, ensuring that contact names and telephone numbers are current. 6) Offeror, if other than the manufacturer, must submit with its proposal a current, dated, and signed authorization from InformaCast that attests the Offeror is an authorized reseller and is authorized to sell the manufacturer's products. 7) Offeror, if other than the manufacturer, must submit with its proposal a current, dated, and signed authorization from Cisco Unified Communications that attests the Offeror is an authorized reseller and is authorized to sell the manufacturer's products. B. Project Plan and Management Tab B 1) Offeror shall describe the key elements of its proposal: its anticipated methodology, approach, timetable, and training plan. 2) Offeror shall introduce its proposed team of individuals to be assigned to this Project and describe their roles and responsibilities as they pertain to this Project. C. Project Cost Tab C Offeror shall provide the following under Tab C of its response: 1) Equipment: Offeror shall list equipment costs with price per unit, quantity and total extended cost per item and sum total equipment costs for the Project. 2) Services: Offeror shall summarize the anticipated fees for services to be rendered in this Project. Offeror shall sum total services cost for the Project. 3) Licensing Fees: Offeror shall list all licensing fees. 4) Total Project Cost: Offeror shall provide a Total Project Cost that is inclusive of all Equipment, Services, and Licensing fees above. Page 9 of 27

10 D. Attachments: Required Forms Tab D Offeror shall provide the following under Tab D of their response. The School Board reserves the right to eliminate a proposal if any of the following are not returned nor completed in full. (NOTE: Offeror shall submit Attachment E under Tab A.) SECTION 10 1) Title Sheet (page 2 of this RFP) 2) Attachment A: Contractor Background Certification Form 3) Attachment B: State Corporation Commission Form 4) Attachment C: Statement of Non-Collusion Form 5) Attachment D: Exceptions to RFP, if applicable: (a) (b) The Successful Offeror will be required to execute a contract, which includes all specifications, requirement, General Terms and Conditions and/or Special Terms and Conditions of this RFP. Should the Offeror take any exception to any of these, other than liability provisions, Offeror must include such language or note such exceptions with their proposal in Attachment D: Exceptions to RFP. Failure to provide additional or different language, or noting specific exceptions to these terms and conditions, with the proposal submission shall be considered as acceptance of all terms and conditions of the contract and this RFP. Offeror should identify the areas where they feel the requested service or product is not available, deviates from the specific requests, or is deemed to be an unwise or unwarranted approach. The Offeror will describe exceptions in its response and identify those impacts to the School Board, including, but not limited to capacity, flexibility, and ultimately cost and value. The School Board reserves the right to disallow exceptions if it finds they are not in the best interests of the School Board. EVALUATION PROCESS The selection process will include the evaluation of proposals by a School Board Evaluation Committee (hereinafter, Evaluation Committee ). The evaluation criteria described in Section 11 will be the basis for evaluation. The Evaluation Committee may request additional information or clarification of proposals. Selected proposals best suited to meet the needs of the School Board, at the School Board s sole discretion, will then be short-listed. Those selected Offerors will be contacted in writing and enter into contract negotiations with GCSB. GCSB will award based on Section 14B: Award within the Special Terms & Conditions. SECTION 11 EVALUATION CRITERIA The Evaluation Criteria in Table 3 will be used to evaluate and rank the proposals submitted. Page 10 of 27

11 Table 3: Evaluation Criteria Criteria Credentials, Experience and References Project Plan and Management Project Cost RFP Responsiveness & Compliance, incl. Required Forms (except References) and Exceptions to Terms SECTION 12 PROPOSAL DELIVERY REQUIREMENTS Offeror shall carefully examine the contents of this solicitation and any subsequent addenda. Failure to do so shall not relieve the Successful Offeror of its obligation to fulfill the requirements of any resulting contract. Offeror shall submit four (4) hard copies including one with original signature. Each hardcopy shall be bound in one (1) three-ringed binder no greater than one-half inch (1/2 ) in width. If additional hard copies are required, the School Board will request copies in writing. The proposal shall be legibly identified as follows: Name of Firm/Offeror Address of Firm/Offeror Telephone of Firm/Offeror RFP Number RFP Title Procurement Contact IP Intercom System Robin Powers All proposals must be received by Robin Powers (or appointed designee) at the front reception desk of the Goochland County School Board Office no later than 3:30 p.m. (EST) on November 29, 2017 ( the Closing Date and Time ). All proposals received by hand-delivery, postal mail, or delivery services shall be accepted if received in their entirety and date/time stamped no later than the Closing Date and Time. Telephone, or facsimile proposals will not be accepted. Proposals received and date/time stamped after the Closing Date and Time will become part of the procurement file. No allowance will be made for postmark error, error in delivery to incorrect address, or delivery service delay. All overnight delivery services do not guarantee timely next day delivery to this location; check with the service you use. If the School Board Office is closed for business at the Closing Date and Time scheduled, for inclement weather or whatever reason, proposals will be accepted on the next scheduled business day, at the originally scheduled time. Note: GCPS closings due to inclement weather do not necessarily indicate a School Board Office closure. Offeror shall Page 11 of 27

12 have responsibility for verifying any assumed School Board Office closures by calling the School Board Office at (804) Offeror must send/deliver proposals with supporting documentation to either the physical address or postal mailing address, appropriate to your chosen delivery method, provided on the cover of this RFP. SECTION 13 GENERAL TERMS AND CONDITIONS A. VENDORS MANUAL: This solicitation is subject to the provisions of the Commonwealth of Virginia Vendors Manual and any changes or revisions thereto, which are hereby incorporated into this contract in their entirety. The procedure for filing contractual claims is in section 7.19 of the Vendors Manual. A copy of the manual is normally available for review at the purchasing office and is accessible on the Internet at under Vendors Manual on the vendors tab. B. APPLICABLE LAWS AND COURTS: This contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the courts of the Commonwealth. The Offeror and all employees, agents and/or representatives shall comply with all applicable federal, state and local statues, ordinances and regulations now in effect or hereafter adopted, in the performance of this contract. Notwithstanding any other provision of the contract, no claim or dispute under the contract shall be subject to binding arbitration. Any and all claims, disputes, actions or suits arising out of or relating to the relationships created by the contract, shall be adjudicated in the Circuit Court of Goochland County, Virginia, or any successor court thereto, and in no other forum. The parties hereto consent to the jurisdiction and venue of said Court. A. ANTI-DISCRIMINATION: Offeror certifies to the Commonwealth that it will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and of the Virginia Public Procurement Act (VPPA). If the contract is with a faith-based organization, the organization shall not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and shall be subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds shall be subject to audit by the public body. (Code of Virginia, E). 1) During the performance of this contract, the Offeror agrees as follows: (a) The Offeror will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, Page 12 of 27

13 (b) (c) age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Offeror. The Offeror agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. The Offeror, in all solicitations or advertisements for employees placed by or on behalf of the Offeror, will state that such Offeror is an equal opportunity employer. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting these requirements. 2) The Offeror will include the provisions of Paragraph 1 above in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or Offeror. B. ETHICS IN PUBLIC CONTRACTING: By submitting a proposal, Offeror certifies that the proposal is made without collusion or fraud and that Offeror has not offered or received any kickbacks or inducements from any other Offeror, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged. C. IMMIGRATION REFORM AND CONTROL ACT OF 1986: By entering into a written contract with the School Board, the Offeror certifies that the Offeror does not, and shall not during the performance of the contract for goods and services, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of D. DEBARMENT STATUS: By participating in this contract, the Offeror certifies that they are not currently debarred by the Commonwealth of Virginia for the type of goods and/or services covered by this contract. Offeror further certifies that they are not debarred from filling any order or accepting any resulting order, or that they are an agent of any person or entity that is currently debarred by the Commonwealth of Virginia. E. ANTITRUST: By entering into a contract, the Offeror conveys, sells, assigns, and transfers to the School Board all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the School Board under said contract. F. MANDATORY USE OF TERMS AND CONDITIONS: No modification of or addition to the provisions of the contract shall be effective unless reduced to writing and signed by the parties. Page 13 of 27

14 G. PAYMENT: Where applicable: 1) To Prime Contractor: (a) (b) (c) (d) (e) 2) To Subcontractors: (a) Invoices for items ordered, delivered and accepted shall be submitted by the Contractor directly to the payment address shown on the purchase order/contract. All invoices shall show the state contract number and/or purchase order number; social security number (for individual Contractors) or the federal employer identification number (for proprietorships, partnerships, and corporations). Any payment terms requiring payment in less than 30 days will be regarded as requiring payment 30 days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than 30 days, however. All goods or services provided under this contract or purchase order, that are to be paid for with public funds, shall be billed by the Contractor at the contract price, regardless of which public agency is being billed. The following shall be deemed to be the date of payment: the date of postmark in all cases where payment is made by mail, or the date of offset when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act. Unreasonable Charges. Under certain emergency conditions and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, Contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, the School Board shall promptly notify the Contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A Contractor may not institute legal action unless a settlement cannot be reached within 30 days of notification. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, ). A Contractor awarded a contract is hereby obligated: (1) To pay the subcontractor(s) within seven (7) days of the Contractor s receipt of payment from the School Board for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or (2) To notify the agency and the subcontractor(s), in writing, of the Contractor s intention to withhold payment and the reason. Page 14 of 27

15 (b) The Contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the Contractor that remain unpaid seven (7) days following receipt of payment from the School Board, except for amounts withheld as stated in (2) above. The date of mailing of any payment by United States mail is deemed to be payment to the addressee. These provisions apply to each subtier 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. H. PRECEDENCE OF TERMS: In the event there is a conflict between any of the General Terms and Conditions and any Special Terms and Conditions in this contract, the Special Terms and Conditions shall apply. I. QUALIFICATIONS OF OFFEROR: The School Board may make such reasonable investigations as deemed proper and necessary to determine the ability of the Offeror to perform the services/furnish the goods and the Offeror shall furnish to the School Board all such information and data for this purpose as may be requested. The School Board reserves the right to inspect Offeror s physical facilities prior to award to satisfy questions regarding the Offeror s capabilities. The School Board further reserves the right to reject any proposal if the evidence submitted by, or investigations of, such Offeror fails to satisfy the School Board that such Offeror is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein. J. ASSIGNMENT OF CONTRACT: A contract shall not be assignable by the Offeror in whole or in part without the written consent of the School Board. K. CHANGES TO THE CONTRACT: Changes can be made to the contract in any of the following ways: 1) The parties may agree in writing to modify the terms, conditions, or scope of the contract. Any additional goods or services to be provided shall be of a sort that is ancillary to the contract goods or services, or within the same broad product or service categories as were included in the main contract. Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract. 2) The School Board may order changes within the general scope of the contract at any time by written notice to the Offeror. Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation. The Offeror shall comply with the notice upon receipt, unless the Offeror intends to claim an adjustment to compensation, schedule, or other contractual impact that would be caused by complying with such notice, in which case the Offeror shall, in writing, promptly notify the School Board of the adjustment to be sought, and before proceeding to Page 15 of 27

16 (a) (b) (c) (d) comply with the notice, shall await the School Board's written decision affirming, modifying, or revoking the prior written notice. If the School Board decides to issue a notice that requires an adjustment to compensation, the Offeror shall be compensated for any additional costs incurred as the result of such order and shall give the School Board a credit for any savings. Said compensation shall be determined by one of the following methods: By mutual agreement between the parties in writing; or By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the Offeror accounts for the number of units of work performed, subject to the School Board s right to audit the Offeror s records and/or to determine the correct number of units independently; or By ordering the Offeror to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup shall be used for determining a decrease in price as the result of savings realized. The Offeror shall present the School Board with all vouchers and records of expenses incurred and savings realized. The School Board shall have the right to audit the records of the Offeror as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision must be asserted by written notice to the School Board within 30 days from the date of receipt of the written order from the School Board. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance shall be resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Vendors Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract shall excuse the Offeror from promptly complying with the changes ordered by the School Board or with the performance of the contract generally. The School Board will consider adding additional Contractors to the contract assuming they submit a reasonable proposal and are considered responsible. The process will only be conducted once each year during the renewal period. Interested Contractors should submit their proposal approximately 90 days prior to the expiration of the contract term stated above. L. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, the School Board, after due oral or written notice, may procure them from other sources and hold the Offeror responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies that the School Board may have. Page 16 of 27

17 M. TAXES: The School Board is exempt from federal excise tax and from all state and local taxes. Offeror shall not include such taxes in any invoices under this agreement. Upon request, the School Board will furnish the Offeror with a Sales and Use Tax Certificate, Form ST-12, or the School Board s tax exempt number. N. INSURANCE: By signing and submitting a proposal under this solicitation, the Offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded. For construction contracts, if any subcontractors are involved, the subcontractor will have workers compensation insurance in accordance with and et seq. of the Code of Virginia. The Offeror further certifies that the Contractor and any subcontractors will maintain these insurance coverage during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. 1) Workers Compensation - Statutory requirements and benefits. 2) Employer s Liability - $100,000. 3) Commercial General Liability - $1,000,000 per occurrence and $2,000,000 in the aggregate. 4) Automobile Liability - $1,000,000 combined single limit. The Successful Offeror shall submit certificates of insurance to the School Board prior to beginning work under the resulting contract and no later than ten (10) days after award of the contract. All policies of insurance shall carry the provision that the insurance will not be cancelled or materially modified without 30 days prior written notice to the School Board or to the extent permitted by Virginia law. Failure to notify the School Board shall constitute a material breach of the contract. The certificates of insurance shall list the School Board as the additional insured for the specified project as outlined in this RFP. Copies of actual endorsements to the policy shall be required to confirm any special request, such as, additional insured status. A certificate of insurance shall not be issued or delivered that gives the impression there are coverage terms the referenced policy does not specifically provide. The establishment of minimum limits of insurance by the School Board does not reduce or limit the liability or responsibilities of the Successful Offeror. O. DRUG-FREE WORKPLACE: During the performance of this contract, the Offeror agrees to (i) provide a drug- free workplace for the Offeror's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Offeror's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Offeror that the Offeror maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or Offeror. Page 17 of 27

18 For the purposes of this section, drug-free workplace means a site for the performance of work done in connection with a specific contract awarded to a Offeror, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract. P. NONDISCRIMINATION OF CONTRACTORS: A Contractor shall not be discriminated against in the execution of this contract because of race, religion, color, sex, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the Contractor employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If this contract is with a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body shall offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider. Q. AVAILABILITY OF FUNDS: Notwithstanding all other provisions, the School Board shall be bound by this contract only to the extent that, in the School Board s opinion, there are funds appropriated for and available to perform its obligations hereunder, from all applicable federal, state and local sources. R. PRICE CURRENCY: Unless stated otherwise in the solicitation, Offerors shall state offer prices in U.S. dollars. S. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A Offeror organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section. SECTION 14 SPECIAL TERMS & CONDITIONS A. AUDIT: The Offeror shall retain all books, records, and other documents relative to this contract for five (5) years after final payment, or until audited, whichever is sooner. The agency, its authorized agents, and/or auditors shall have full access to and the right to examine any of said materials during said period. Page 18 of 27

19 B. AWARD: Selection shall be made of two or more Offerors deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors included in the Request for Proposals, including price, if so stated in the Request for Proposals. Negotiations shall be conducted with the Offerors so selected. Price shall be considered, but need not be the sole determining factor. After negotiations have been conducted with each Offeror so selected, the agency shall select the Offerors who, in its opinion, have made the best proposals, and shall award the contract to those Offerors. The School Board may cancel this Request for Proposals or reject proposals at any time prior to an award, and is not required to furnish a statement of the reasons why a particular proposal was not deemed to be the most advantageous (Code of Virginia, D). Should the School Board determine in writing and in its sole discretion that only one Offeror is fully qualified, or that one Offeror is clearly more highly qualified than the others under consideration, a contract may be negotiated and awarded to that Offeror. The award document will be a contract incorporating by reference all the requirements, terms and conditions of the solicitation and the Contractor s proposal as negotiated. C. CANCELLATION OF CONTRACT: The School Board reserves the right to cancel and terminate any contract, in part or in whole, without penalty, upon 60 days written notice to the Offeror. In the event the initial contract period is for more than 12 months, the contract may be terminated by either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the Offeror of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation. Upon termination of the contract by either party, payment shall be made for any portion of the work completed up to the date of termination. D. RENEWAL OF CONTRACT: If this contract has an option for the School Board to renew, it will be renewed under the terms of the original contract and based on Offeror s satisfactory performance of the contract. 1) Written Notice: Written notice of the School Board s intention to renew shall be given approximately 90 days prior to the expiration date of each contract period. 2) Price Increases: Price increases may be negotiated only at the time of renewal. Any change in rates at renewals shall be agreed to by the School Board at least 60 days prior to effective date and no change shall exceed the percentage increase for the previous twelve (12) months in the Consumer Price Index, U. S. Cities average, Transportation Services, as adjusted, as published by the Bureau of Labor Statistics, U.S. Department of Labor. Should this index be superseded, the School Board reserves the right to select another appropriate index. Page 19 of 27

20 E. INDEMNIFICATION: Contractor agrees to indemnify, defend and hold harmless the Commonwealth of Virginia, 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 the use of any materials, goods, or equipment of any kind or nature furnished by the contractor/any services of any kind or nature furnished by the contractor, provided that such liability is not attributable to the sole negligence of the using agency or to failure of the using agency to use the materials, goods, or equipment in the manner already and permanently described by the contractor on the materials, goods or equipment delivered. F. LIMITATION OF LIABILITY: To the maximum extent permitted by applicable law, the Offeror will not be liable under this contract for an indirect, incidental, special or consequential damages, or damages from loss of profits, revenue, data or use of the supplies, equipment and/or services delivered under this contract. This limitation of liability will not apply, however, to liability arising from: (a) personal injury or death; (b) defect or deficiency caused by willful misconduct or negligence on the part of the Offeror; or (c) circumstances where the contract expressly provides a right to damages, indemnification or reimbursement. G. SUBCONTRACTS: No portion of the work shall be subcontracted without prior written consent of the School Board. In the event that the Contractor desires to subcontract some part of the work specified herein, the Contractor shall furnish the School Board with the names, qualifications and experience of their proposed subcontractors. The Contractor shall, however, remain fully liable and responsible for the work to be done by its subcontractor(s) and shall assure compliance with all requirements of the contract. H. CONTRACT: Offerors shall inform themselves fully of the conditions relating to services required herein. Failure to do so will not relieve the Successful Offeror of the obligation to furnish all services necessary to carry out the provisions of any resulting contract. It is expected that the Offeror who is selected by the School Board be ready to enter into contract negotiation upon award. It is also understood that no such agreement is valid until the School Board approves it. The executed contract will incorporate all terms and conditions included in this RFP and the Successful Offeror s proposal. It is also to be understood that the School Board may, at its discretion, make significant changes to this solicitation based on new information. It is also to be understood that the School Board may, at its discretion, make recommendations to the selected firm regarding changes in proposed staffing, benefits, pay, and any other areas of a proposal. These recommendations will be negotiated by the Superintendent or an approved designee(s). If any provision of this contract is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other Page 20 of 27

21 provisions of this contract, and all other provisions of this contract shall remain in full force and effect. I. NOTICES: All notices, requests, demands, and elections under this contract, other than routine operational communications, shall be in writing and shall be deemed to have been duly given on the date when hand-delivered, or on the date of the confirmed facsimile transmission, or on the date received when delivered by courier that has a reliable system for tracking delivery, or six (6) School Board business days after the date of mailing when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid. All notices shall be addressed to the following individuals: To the School Board: The School Board designee as defined in the contract. To the Offeror: Offeror s Contract Administrator as defined in the contract. Either party may from time to time change the individual(s) to receive notices and/or its address for notification purposes by giving the other party written notice as provided above. J. NON-PERFORMANCE: Any or all of the following apply when the School Board deems non-performance on the part of the Offeror during the term of the contract. 1) Delivery Delays: The School Board reserves the right to procure goods and/or services to be provided under this contract from other sources in the event Offeror fails to deliver such goods and/or service deliverables in accordance with delivery dates and time frames set forth in the contract. 2) Unacceptable Deliveries (Rejections): Upon notification by the School Board that goods and/or service deliverables provided by the Offeror under the contract are damaged and/or not of the quality specified by the School Board, such goods and/or service deliverables will be rejected. Offeror shall replace such rejected goods and/or service deliverables immediately or within a reasonable time as determined by the School Board. 3) Offeror shall remove all rejected materials, equipment or supplies from the premises of the School Board within ten (10) days of notification. Rejected goods and/or service deliverables not removed from the School Board s premises within ten (10) days will be regarded as abandoned, shall become the property of the School Board, and the School Board shall have the right to dispose of such items. 4) The School Board reserves the right to authorize immediate purchase from other sources against rejections. 5) Liability: Offeror shall be liable to the School Board for all costs incurred by the School Board as a result of Offeror's failure to perform in accordance with the contract. Offeror's liability shall include, but not be limited to: (a) Damages and other delay costs, to include costs to procure goods/services from alternate suppliers. Page 21 of 27