Shenandoah County Public Schools 600 North Main Street, Suite 200, Woodstock, VA 22664

REQUEST FOR PROPOSAL (RFP) Issue date: May 12, 2015

GENERAL INFORMATION Shenandoah County Public Schools is requesting proposals from qualified professionals to conduct a Facilities Evaluation of the existing Shenandoah County Public School buildings, including physical and space needs analysis. The original sealed proposal and nine copies will be received until June 5, 2015, 3:00 p.m. local time at which time bids will be opened. Facsimile and electronic submission bids will not be accepted. Bids received after this time will not be accepted.

All proposals are to be clearly marked “Facility Evaluation RFP” and returned to:

Ms. Cynthia F. Page, Director for Finance Shenandoah County Public Schools

600 North Main Street, Suite 200 Woodstock, VA 24664

ALL PROPOSALS MUST BE RECEIVED BY 3:00 P.M. LOCAL TIME, JUNE 5, 2015.

Shenandoah County Public Schools is not responsible for delays in the delivery of the mail by the U.S. Postal Service, private couriers, or the inter-office mail system. It is the sole responsibility of the Offeror to ensure that its proposal is received at the designated place, by the designated date and hour. Late proposals will not be accepted. In addition, facsimile and e-mail proposals will not be accepted.

Shenandoah County Public Schools does not discriminate against faith-based organizations in accordance with The Code of Virginia section 2.2-4343.1 or against a bidder or offeror because of race, religion, color, sex, national origin, age, disability, status as a disabled veteran, or any other basis prohibited by state or federal law relating to discrimination in employment.

INQUIRIES CONCERNING RFP Any questions or comments concerning this Request for Proposal should be directed to:

Ms. Cynthia F. Page, Director for Finance Shenandoah County Public Schools

600 North Main Street, Suite 200 Woodstock, VA 24664 540-459-6713 cfpage@shenandoah.k12.va.us

No interpretation of the meaning of the requirements will be made orally to any potential offeror. Request for interpretation must be in writing (email is authorized) addressed to the address indicated above and received by Ms. Page no later than Seven (7) days prior to the date above. Any and all changes or interpretations of this Request for Proposals are effective only when made by written addendum signed by Ms. Page or her designee.

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1.0 PURPOSE

The School Board of Shenandoah County, Virginia is seeking professional consulting services to conduct an evaluation of Shenandoah County Public School facilities, grounds, and property to include a baseline analysis of the appropriateness of classrooms and other educational environments needed to prepare students to be future, world-ready learners. Further details are included in the scope of work, section 3.1 of this RFP.

1.1 The Shenandoah County Public School Division is the sole point of contact for the provisions of this RFP

and resulting proposals.

1.2 For ease of reference, each organization submitting a response to this Request for Proposal 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 “Firm.”

1.3 The contents of the proposal submitted by the successful Offeror, this RFP and all modifications made

thereof, will become part of any contract awarded. The successful firm will be expected to sign a contract with the Owner.

1.4 For ease of evaluation, please keep proposals brief and straightforward, relative to this type of

project.

1.5 Shenandoah County Public Schools reserves the right to expand any resulting contract to include

the development of project designs and bid specifications for recommended upgrades, and participation in construction management activities.

PLEASE NOTE – There will be a NON-MANDATORY PRE-PROPOSAL meeting in the Training Room of the Shenandoah County Public schools, located on the second floor at 600 North Main Street, Woodstock, Virginia on Tuesday, May 26, 2015 at 2:30 PM. At this meeting, potential offerors will have an opportunity to ask detailed questions regarding this RFP. Tours of the School Division facilities will not be offered as part of the initial proposal submission. Shenandoah County Public Schools reserves the right to engage in individual discussions with two or more offerors deemed fully qualified (short list), and to make the facilities available to these offerors after submission of proposals, prior to conducting oral interviews. Such access to schools at a later date will be provided by scheduled appointment only.

Bid Questions and Addenda: All questions following the pre-proposal meeting must be submitted in writing to Cynthia Page, Director for Finance, no later than May 29, 2015 at 4:00 PM. Faxed or emailed questions will be accepted. Any addenda will be available on the school division’s website by close of business on Monday June 1, 2015. Prior to submitting their proposal, it is the offeror’s responsibility to check the school division’s website (http://www.Shenandoah.k12.va.us.com) for any addenda associated with this Request for Proposal. Any and all changes or interpretations of this Request for Proposals are effective only when made by written addendum signed by Ms. Page or her designee.

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2.1 BACKGROUND /NEEDS

SCPS is located in Shenandoah County, Virginia, and has a total student enrollment of approximately 6,000 students in grades K-12. There are three elementary schools, three middle schools, three high schools, one technical school and the Massanutten Regional Governor’s School. A listing of facilities:

ELEMENTARY HIGH

Ashby Lee Elementary Central High

480 Stonewall Lane 1147 Susan Avenue

Quicksburg, VA 22847-1422 Woodstock, VA 22664

540-477-2927 540-459-2161 Mr. Steven Povlish, Principal Ms. Melissa Hensley, Principal

Sandy Hook Elementary Stonewall Jackson High

162 Stickley Loop 150 Stonewall Ln

Strasburg, VA 22657 Quicksburg, VA 22847-1429

540-465-8281 540-477-2732 Ms. Robin Shrum, Principal Mr. Michael Dorman, Principal

W.W. Robinson Elementary Strasburg High

1231 Susan Avenue 250 Ram Drive

Woodstock, VA 22664 Strasburg, VA 22657

540-459-5155 540-465-5195

Ms. Melissa Foltz, Principal Mr. Ken Knesh, Principal

MIDDLE Triplett Technical & Business Institute

North Fork Middle 6375 S Main Street

1018 Caverns Road Mt. Jackson, VA 22842

Quicksburg, VA 22847-1419 540-477-3161

540-477-2953 Ms. Connie Pangle, Principal

Ms. Shelby Kline, Principal

Massanutten Regional Governor’s School

Peter Muhlenberg Middle 6375 S Main Street

1251 Susan Ave Mt. Jackson, VA 22842

Woodstock, VA 22664 540-477-3226

540-459-2941 Ms. Susan Fream, Director

Dr. Kristin Waldrop, Principal

Signal Knob Middle

687 Sandy Hook Road

Strasburg, VA 22657

540-465-3422

Mr. Christopher Cook, Principal

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Additional facilities data:

School

square original renovations/ enrollment VCU

adjusted Utilization

name location footage construction additions Fall 2014 Capacity * Percentage

Elementary Ashby Lee Quicksburg 80,198 1975 1991, 1999 642 796 80.7%

Sandy Hook Strasburg 88,928 1968 1991, 1999 977 953 102.5%

W W Robinson Woodstock 123,830 1976 1991, 1999 1,241 1,192 104.1%

Middle North Fork Quicksburg 81,808 1993 - 333 685 48.6%

Peter Muhlenberg Woodstock 97,785 1994 - 607 893 68.0%

Signal Knob Strasburg 83,788 1992 - 491 713 68.9%

High Stonewall Jackson Quicksburg 147,400 1959 1964,1993, 2004 461 808 57.1%

Central Woodstock 142,755 1959 1964, 1994, 2003 774 1,002 77.2%

Strasburg Strasburg 143,400 1959 1964, 1992, 2003 634 810 78.3%

Triplett Tech Mt Jackson 52,631 1966 various n/a

a study was conducted by Virginia Commonwealth University in 2006 which established this capacity data

3.1 SCOPE OF WORK

A. The facilities evaluation should include but not be limited to the following requirements and components:

● Facilities evaluation: Conduct an evaluation of Shenandoah County Public School facilities, grounds, and property

to include a baseline analysis of the appropriateness of classrooms and other educational environments needed

to prepare students to be future, world-ready learners. The assessment process will include onsite visits to all

facilities and interviews with key stakeholders including students, faculty, administrators, and involved citizens.

The facility assessment should include a community perspective with regard to facility use as school division

facilities currently accommodate many of the community’s needs for non-school programs.

● Demographic and feeder pattern analysis: Conduct a demographic analysis of projected population changes in

the county compared against current feeder patterns to project where, how, and when future enrollment

changes might impact the system.

● Recommendations: Provide recommendations for addressing potential deficiencies related to current facilities in

the areas of building conditions, educational adequacy, capacity, and potential growth. With regard to capacity

and potential growth, solutions to be examined will include, but should not be limited to, boundary adjustments,

changes in school grade configurations, the addition of temporary classrooms or a combination of these

strategies. Recommendations should include both short- and long-term solutions. Short-term solutions should

address immediate needs and be in place for the start of the 2016-17 school year. Long-term solutions should

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address projected needs beyond 2016-17. Recommendations should include an analysis of the financial impact to

the system in the short term and in the long term and should include an analysis of the potential impact on

students and the community.

○ Recommendations must include an impact on the number of students affected and include the financial

impact associated with school division operations (transportation, travel, staffing, etc.). Provide maps,

graphics, and associated data to visually represent students affected by any recommended solution or

alternative.

○ Recommendations must ensure equity across the school division.

○ Recommendations will not have a negative impact on established programs at Triplett Technical &

Business Institute as well as the Massanutten Regional Governor’s School.

○ Recommended solutions must take into account traffic patterns on each school campus.

○ Recommendations and alternatives must be aligned with the Shenandoah County Public School Board’s

goals related to Student Opportunity & Achievement, Staff Excellence, Effective Communication, and

System Efficiencies.

○ Recommendations and alternatives must be aligned with the Shenandoah County Public Schools

established beliefs.

○ In addition to conducting the evaluation, the successful offeror will provide a public report to the

Shenandoah County School Board regarding the recommendations and alternatives in the final

evaluation. The successful offeror may be asked to provide a report on the findings and

recommendations to the Shenandoah County Board of Supervisors.

B. The successful offeror, after award of the contract, shall prepare and submit a draft report translating the above

study and input into recommendations.

C. Upon approval of the final draft, the contractor shall submit ten bound copies of the final report along with a “reproduction-ready” copy of the report and a copy in electronic format to Shenandoah County Public Schools. The contractor shall present a formal presentation of the report and recommendations to school division staff and the School Board. It is desired that the final report be completed by October 1, 2015.

D. All design documents become the property of Shenandoah County Public Schools.

4.1 GENERAL REQUIREMENTS FOR PROPOSALS

Proposals should be as thorough and detailed as possible so that Shenandoah County Public Schools may properly evaluate the capabilities of respective firms to provide the required services. At the same time, proposals should be concise (a maximum of 50 pages) and supply the following information:

A. A statement of the offeror’s understanding of the work to be performed.

B. Information as the offeror’s background and experience relative to this project to include history,

qualifications, knowledge of school design, and other pertinent information. Provide evidence of the offeror’s understanding of current and emerging best practices for optimal student learning.

C. Listing of previous clients who may be contacted as reference. The contractor must show work experience

including projects of a similar size and complexity at other public schools. In addition to the listing, a minimum

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of three references including a contact name and telephone number must be provided.

D. Information as to the size and organizational structure of the offeror’s firm.

E. List of professional personnel that will be assigned to team, including a detailed resume for each and a

description of how the team would be organized. Outside contractors should be included.

F. Agreement to carry Professional Liability Insurance in an amount not less than $100,000/$500,000, and offer

a minimum of $2,000,000 excess liability insurance umbrella form, or such other insurance as is satisfactory and may be approved by the School Board of Shenandoah County, Virginia. All insurance coverage shall be written by companies licensed to do business in Virginia, shall be administered by a Virginia registered agent and shall ensure prior written notification to the School Board prior to cancellation of the policy.

5.1 REVIEW OF PROPOSALS AND AWARD OF CONTRACT

To be considered for selection, offerors must submit a complete response to this Request for Proposal. Failure to submit all information requested may result in rejection of the incomplete proposal. An evaluation team composed of school division staff, school board members and a citizen will review proposals. A maximum of the three most qualified firms will be invited for further interviews by Shenandoah County Public Schools.

An authorized representative of the offeror shall sign proposals. Ten copies of the proposal must be submitted to Shenandoah County Public Schools. Each copy of the proposal should be bound in a single volume. E-mail and facsimile responses are not acceptable.

The following criteria will be used in evaluating the responses to this RFP:

a) Responsiveness to the provisions of this RFP, completeness of proposal, and suitability of the proposal to fulfill the school division’s requirements. Responses must include attachments A, B, C and D signed by an authorized representative.

b) Expertise, qualifications, and current/past experience of the offeror relative to facility evaluations.

c) Overall team organization to include credentials, technical competence, and experience of individuals who

will perform requested tasks, supervise such work, and ultimately be responsible for the study.

d) Past project experience specific to the analysis of space needs of public schools as indicated in the scope of work. Past quality of work, timeliness, and diligence to meet project requirements.

e) General understanding of the project, project approach and demonstrated capabilities to achieving a final study that meets all project requirements.

f) Understanding of current and emergent best practices for optimal student learning.

5.2 ADDITIONAL SPECIAL TERMS AND CONDITIONS

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A. Shenandoah County Public Schools (Owner), reserves the right to cancel or reject any or all proposals, to waive any minor informalities and irregularities in any proposal received, and to negotiate and award a contract deemed to be in the Owner’s best interest. The Owner reserves the right to select a consultant based on submitted proposals and any resulting interviews. The Owner is not responsible for any costs incurred during the submission of proposals or interviews. The Owner is not required to enter into a contract with any offeror if deemed in the best interest of the Owner.

B. Shenandoah County Public Schools reserves the right to negotiate contract terms with the successful

offeror for items/services other than those specifically stated in this RFP in the best interest of the school division and agreed to by the contractor in accordance with section 2.2-4318 of the Code of Virginia. Additional work of reasonable scale shall be priced consistent with the proposal, and pricing shall contemplate such possible additions and future expansions. Additional work may include, but shall not be limited to development of bid specifications for approved renovations, design, development for preparation of bid documents, assistance with the bid solicitation process, and construction monitoring.

C. By submitting a proposal, offerors certify

1. that to the best of the offeror’s knowledge no employee of the Owner nor any member thereof, nor any public agency or official affected by the proposal, has a pecuniary interest in the business of the offeror, and that no person associated with the offeror has any interest that would conflict in any manner with the performance of any of the work contemplated by the proposal;

2. the offeror has not employed or retained any person or persons not generally associated with the offeror for the purpose of submitting this proposal or of soliciting or securing the work contemplated hereby; and

3. the offeror has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, gift or any other consideration contingent upon the award of the work contemplated hereby.

D. Proposals must give full name and address of the offeror. Failure to manually sign a proposal may disqualify it. The person signing the proposal should show title or authority to bind the offeror in a contract. Firm full, legal name and authorized signature must appear on the proposal in the space provided.

PROCUREMENT GUIDELINES AND REQUIREMENTS

I. COMPETITIVE NEGOTIATION

The procurement method is competitive negotiation as defined in Section 2.2-4302.2 of the Code of Virginia (2015). This Request for Proposal indicates, in general terms, the nature of the program and services being sought and the criteria for evaluating proposals. Each offeror is to submit the proposal(s) that it deems best suits the needs of Shenandoah County Public Schools.

The specific requirements for the contents of proposals are contained in the RFP. Offerors are encouraged to provide additional information not specifically identified as a requirement if that additional information enables the proposal to better suit the needs of Shenandoah County Public Schools.

In order to procure the program that best suits the needs of Shenandoah Public Schools, the competitive

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negotiation process and evaluation criteria consider factors in addition to cost.

II. AWARDING THE CONTRACT

The award of a contract shall be determined in the sole discretion of Shenandoah County Public Schools based upon evaluation of all information as Shenandoah County Public Schools may request.

The evaluation process shall be based upon the criteria identified in section 5 of this Request for Proposals. Shenandoah County Public Schools shall engage in individual discussions with two or more offerors deemed fully qualified, responsible and suitable on the basis of initial responses and with emphasis on professional competence, to provide the required services. Repetitive informal interviews may occur at the option of Shenandoah County Public Schools. Offerors are encouraged to elaborate on their qualifications and performance data or staff expertise pertinent to the proposed project, as well as alternative concepts. Offerors are not required to furnish firm or binding estimates of man-hours or cost for services. At the discussion stage, Shenandoah County Public Schools may discuss nonbinding estimates of total project costs, including, but not limited to, life-cycle costing, and nonbinding estimates of price for services. During the selection process, proprietary information from competing offerors shall not be disclosed to the public or to competitors. At the conclusion of discussions provided for herein, on the basis of evaluation factors published in the Request for Proposal and all information developed in the selection process to this point, Shenandoah County Public Schools shall select in the order of preference two or more offerors whose professional qualifications and proposed services are deemed most meritorious. Negotiations shall then be conducted, beginning with the offeror ranked first. If a contract satisfactory and advantageous to Shenandoah County Public Schools can be negotiated at a price considered fair and reasonable, the award shall be made to that offeror. Otherwise, negotiations with the offeror ranked first shall be formally terminated and negotiations conducted with the offeror ranked second, and so on until such a contract can be negotiated at a fair and reasonable price. Should Shenandoah County Public Schools determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that offeror.

Shenandoah County Public Schools shall endeavor to award the contract within twenty one days from receipt of proposals. Notice of award will be posted on Shenandoah County Public Schools website at http://www.Shenandoah.k12.va.us.

III. PUBLIC INSPECTION OF PROCUREMENT RECORDS

Proposals submitted shall be subject to public inspection only in accordance with Section 2.2- 4342 of the Code of Virginia, which reads, in pertinent part (subsection (C) does not apply), as follows:

2.2-4342 Public inspection of certain records:

(A) Except as provided in this section, 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.

(B) Cost estimates relating to a proposed procurement transaction prepared by or for a public body shall not be

open to public inspection.

(D) Any competitive negotiation offeror, upon request, shall be afforded the opportunity to inspect proposal

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records within a reasonable time after the evaluation and negotiations of proposals are completed but prior to award, except in the event that Shenandoah County Public Schools decides not to accept any of the proposals and to reopen the contract. Otherwise, proposal records shall be open to public inspection only after award of the contract.

(E) Any inspection of procurement transaction records under this section shall be subject to reasonable

restrictions to ensure the security and integrity of the records.

(F) Trade secrets or proprietary information submitted by a bidder, offeror or contractor in connection with a procurement transaction shall not be subject to the Virginia Freedom of Information Act; however, the bidder, offeror or contractor shall (i) invoke the protections of this section prior to or upon submission of the data or other materials, (ii) identify the data or other materials to be protected, and (iii) state the reasons why protection is necessary.

IV. ETHICS IN PUBLIC CONTRACTING

By submitting a proposal, offerors certify that their proposal is made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other offeror, supplier, manufacturer or sub- contractor 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. In accordance with this paragraph, each offeror shall execute the anti-

collusion statement attached hereto as Attachment A and submit the statement contemporaneously with its proposal.

V. ANTI-DISCRIMINATION

By submitting a proposal, offerors certify to Shenandoah County Public Schools that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, the Virginia Fair Employment Act of 1975, as amended, where applicable and Section 2.2-4311 of the Virginia Public Procurement Act.

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

a. The offeror will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state or federal law relating to discrimination in employment, except where authorized by law because of 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 the applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

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

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

2. The offeror will include the provisions of the foregoing paragraphs a, b and c in every subcontract, so that the

provisions will be binding upon each subcontractor or vendor.

VI. DRUG-FREE WORKPLACE

By submitting a proposal, offerors certify to Shenandoah County Public Schools that they will conform to the

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provisions of Section 2.2-4312 of the Virginia Public Procurement Act. Offerors agree 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, so that the provisions will be binding upon each subcontractor or vendor.

VII. IMMIGRATION REFORM

By submitting a proposal, offerors certify that, they will not, and shall not knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

VIII. PROMPT PAYMENT ACT

Any contract awarded as a result of this Request for Proposal shall incorporate the terms and conditions of Article 4 of the Virginia Public Procurement Act with respect to Prompt Payment.

IX. REJECTION OF PROPOSALS

Shenandoah County Public Schools reserves the right, at any time prior to award of the contract, to reject any and all proposals, or any part thereof, to make no award, and/or to issue a new Request for Proposal, or make modifications, corrections of additions to the information contained herein. Shenandoah County Public Schools reserves the right to split its award of a contract, if, in its sole discretion, it deems a split award in the best interests of the school division. Offerors are cautioned this is a Request for Proposal, NOT a request to contract.

X. COSTS FOR PROPOSAL PREPARATION

Any costs incurred by offerors in preparing or submitting proposals are the offeror’s sole responsibility; Shenandoah County Public Schools will not reimburse any offeror for any costs incurred as a result of the preparation of this Request for Proposal.

XI. APPROPRIATIONS

All obligations of Shenandoah County Public Schools are subject to and contingent upon annual appropriation by the School Board of sufficient funds. If, after award of this contract, there are insufficient appropriations for the purposes outlined herein, either Shenandoah County Public Schools or offeror may terminate the contract by giving not less than ten (10) days prior notice to the other, specifying this reason for the termination. Upon such termination pursuant to this provision, any compensation due for work performed prior to the date of termination shall be equitably adjusted by mutual agreement.

XII. 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

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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. Link to the Virginia State Corporation Commission site: http://www.scc.virginia.gov/.

XIII. FORUM SELECTION

Any action, proceeding, or claim in any way related to this proposal, any ensuing contract, or the relationship between the parties shall be filed and maintained solely in the General District Court or the Circuit Court of Shenandoah County, Virginia.

XIV. CERTIFICATION REGARDING CRIMES AGAINST CHILDREN

Each offeror shall certify that the offeror and/or the offeror’s employees, and all other persons who will have direct contact with students on school property during regular school hours or during school-sponsored activities by virtue of their relationship with the offeror and any work performed by them on behalf of the offeror have not been convicted of a felony or any offense involving the sexual molestation or physical or sexual abuse or rape of a child. In accordance with this paragraph, each offeror shall execute the certification attached hereto as Attachment B and submit the certification contemporaneously with its proposal. Pursuant to Code of Virginia §22.1-296.1, any person making a materially false statement regarding offenses which are required to be included in the certification referenced above shall be guilty of a Class 1 misdemeanor and, upon conviction, the fact of such conviction shall be grounds for the revocation of the contract to provide such services and, when relevant, the revocation of any license required to provide such services. Shenandoah County Public Schools shall not be liable for materially false statements regarding the certifications required under this Contract.

XV. CERTIFICATION OF INTERESTS/RELATIONSHIPS WITH THE SCHOOL BOARD OF SHENANDOAH COUNTY,

VIRGINIA, SHENANDOAH COUNTY PUBLIC SCHOOLS, AND SHENANDOAH COUNTY PUBLIC SCHOOLS EMPLOYEES

To the extent that either the offeror or any of the offeror's officers, directors, or executive employees, maintains a financial or familial relationship with any person acting for, or employed by, Shenandoah County Public Schools, and or the School Board of Shenandoah County, Virginia, the offeror shall reveal such relationships. In accordance with this paragraph, each offeror shall execute the certification attached hereto as Attachment C and submit the certification contemporaneously with its proposal.

XVI. DEBARMENT

Each offeror shall execute the debarment statement attached hereto as Attachment D and submit the statement contemporaneously with its proposal.

XVII. CONTRACT TERMS

The contents of the successful offeror’s proposal and of this Request will become a part of any contract awarded as a result of this Request. The successful offeror will be expected to sign a written contract with the Shenandoah County School Board. Additional terms and provisions will be included in the contract. Following are certain terms that will be included.

A. Contract Waiver: Any waiver of any provision of the contract shall be in writing and shall be signed by the duly

authorized agent of the Contractor and Shenandoah County Schools Superintendent. Unless otherwise

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provided in writing, a single waiver by either party of any term, right or condition of the contract shall not be deemed to constitute a continuing waiver thereof nor a waiver of any further or additional right that such party may hold under the contract.

B. Contract Modification(s): After the award, any and all modifications to this contract shall be mutually agreed

to by the Shenandoah County School Board and the Contractor, in writing, and authorized by the Superintendent of Shenandoah County Schools, or designee.

Cancellation of Contract: The Shenandoah County School Board reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the Contractor. Any contract cancellation 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 cancellation.

C. Disputes and Claims: The Superintendent shall review and decide disputes and claims arising during the performance of the contract, in writing, within thirty (30) days of receipt of the dispute or claim. Contractual claims, whether for money or other relief, shall be submitted in writing no later than thirty (30) days after payment or other relief is allegedly due. The Contractor may not institute legal action prior to receipt of the Superintendent’s decision on the claim, unless that office fails to render such decision within thirty (30) days. The decision of the Superintendent shall be final and conclusive unless the Contractor, within six months of the date of the final decision on the claim, institutes legal action.

D. 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) business days after the date of mailing when mailed by the United States mail, or by registered or certified mail, return receipt requested, postage prepaid. All notices shall be addressed to the following individuals:

To Shenandoah County School Board – Superintendent

To the Contractor – Project Manager as identified by the Contractor

All notices under this contract shall be submitted to the Project Manager or Superintendent, as appropriate, by either certified mail, return-receipt requested, or by registered courier service. Either party may from time to time change the individual(s) who will receive notices and/or the address for notification purposes by giving the other party written notice as provided above.

E. Breach of Contract: The Contractor shall be deemed in breach of this contract if the Contractor:

a. Fails to comply with any terms of the written contract to be executed by the parties after the

award is made; or

b. Fails to cure any such noncompliance with a contract term within ten (10) calendar days from the date of the Shenandoah County School Board’s written notice or such other time frame specified by the Shenandoah County School Board in the notice.

c. The Contractor shall not be in breach of this contract as long as its default was due to causes

beyond its reasonable control and occurred without any fault or negligence on the part of

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both the Contractor and its subcontractors. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, epidemics, strikes, freight embargoes, and unusually severe catastrophic weather such as hurricanes and floods.

F. Termination With Cause/Default/Cancellation:

a. In the event the Contractor shall for any reason or through any cause be in default of the terms of this contract, the Shenandoah County School Board may give written notice of such default as provided for in this RFP.

b. Unless the time is otherwise noted or extended by the Shenandoah County School Board in the

notice, the Contractor shall have ten (10) calendar days from the date of such notice in which to cure the default. Upon failure of the Contractor to cure the default, the Shenandoah County School Board may immediately cancel and terminate this contract as of the date of the default notice.

c. No waiver or contest of any breach or default shall be effective unless expressly made in writing and signed by the waiving or contesting party’s duly-authorized representative and duly delivered to the other party either by certified mail, return-receipt requested or registered courier service.

G. Non-Assignment: The Contractor may not assign its rights or duties under this agreement without the prior

written consent of the School Board.

H. Compliance With All Laws: The Contractor shall comply with all federal, state and local statutes, ordinances, and regulations now in effect or hereafter adopted, in the performance of this contract. Each offeror represents that it possesses all necessary licenses and permits required to conduct its business and will acquire any additional licenses and permits necessary for performance of this contract prior to the initiation of work. If the Offeror is a corporation, the Offeror further expressly represents that it is a corporation of good standing in the Commonwealth of Virginia and will remain in good standing throughout the term of the contract and any extensions. Any costs associated with violations of the law, including, but not limited to, remediation, fines, administrative or civil penalties or charges, and third party claims imposed on the Shenandoah County School Board by any regulatory agency or by any third party as a result of the noncompliance with federal, state or local laws and regulations by the Contractor or by any of its subcontractors, consultants, sub- consultants, or any other persons, corporations or legal entities retained by the Contractor for this contract, shall be paid by the Contractor.

I. Venue: This Agreement is made in and shall be governed by the laws of the Commonwealth of Virginia. Any

and all suits or actions for any claims, whether legal or equitable in nature, or for any and every breach or dispute arising out of this contract shall be filed and maintained in the Circuit Court of the County of Shenandoah Virginia.

J. Severability: If any provision of this contract is found by any court of competent jurisdiction to be invalid or

unenforceable, the invalidity of such provision shall not affect the other provisions of this contract, and all other provisions of this contract shall remain in full force and effect.

13

ATTACHMENT A

ANTI-COLLUSION STATEMENT

In the preparation and submission of this proposal, we did not either directly or indirectly enter into any combination or arrangement with any person, firm or corporation, or enter into any agreement, participate in any collusion, or otherwise take any action in the restraint of free competition in violation of the Sherman Anti-Trust Act, 15 USCS Sections 1 et seq., or the Conspiracy to Rig Bids to Government Statutes, Virginia Code Sections 59.1-69.6 through 59.1.69.9. The undersigned hereby certifies that this proposal, any ensuing contract, or any claims resulting from either, is not the result of, or affected by, any act of collusion with, or any act of, another person or persons, firm or corporation engaged in the same line of business or commerce; and, that no person acting for, or employed by, Shenandoah County School Board has an interest in, or is concerned with, this proposal; and, that no person or persons, firm or corporation, other than the undersigned, have or are interested in this bid.

Offeror Date

By: Name: Title:

14

ATTACHMENT B

CERTIFICATION REGARDING CRIMES AGAINST CHILDREN

Offeror acknowledges that, to the extent the implementation of this contract requires Offeror, Offeror’s employees or agents or other persons within Offeror's control to have direct contact with Shenandoah County Public Schools’ students, Offeror hereby certifies, and is deemed to be continuously certifying, that neither Offeror, Offeror's employees nor any person who will have direct contact with students on school property during regular school hours or during school-sponsored activities have not been convicted of a felony or any offense involving the sexual molestation or physical or sexual abuse or rape of a child.

Offeror understands that, pursuant to Code of Virginia §22.1-296.1, making a materially false statement regarding offenses which are required to be included in the certification referenced above is a Class 1 misdemeanor and, upon conviction, the fact of such conviction shall be grounds for the revocation of the contract to provide such services and, when relevant, the revocation of any license required to provide such services. Shenandoah County Public Schools shall not be liable for materially false statements regarding the certifications required under this Contract.

It is certified, now and on a continuous basis, that none of our employees, or any person working on our behalf who will have direct contact with students under this proposal, has been convicted of a felony or any offense involving the sexual molestation or physical or sexual abuse or rape of a child?

□ No

□ Yes (please explain)

Offeror Date

By: Name: Title:

15

ATTACHMENT C

CERTIFICATION OF INTEREST & RELATIONSHIPS WITH THE SCHOOL BOARD OF SHENANDOAH COUNTY, VIRGINIA, SHENANDOAH COUNTY PUBLIC SCHOOLS, AND SHENANDOAH COUNTY PUBLIC SCHOOLS EMPLOYEES

Offeror hereby certifies that neither Offeror, nor any of Offeror’s officers, directors, or executive employees maintain a financial of familial relationship with any person acting for, or employed by, Shenandoah County Public Schools or the School Board of Shenandoah County, Virginia.

To the extent that such relationships exist, Offeror shall reveal the relationship below by describing the nature of the relationship and identifying the person with whom such relationship exists.

□Neither Offeror nor any of its officers, directors, or executive employees maintain a financial or familial

relationship with any person acting for, or employed by, Shenandoah County Public Schools, or School Board of Shenandoah County, Virginia.

□The following individuals currently maintain a financial relationship with Offeror.

School Board Employee’s Name: Position with School Board: Nature of Relationship:

□The following individuals currently maintain a familial relationship with Offeror.

School Board Employee’s Name: Position with School Board: Nature of Relationship:

Offeror Date

By: Name:

Title:

16

ATTACHMENT D

DEBARMENT STATEMENT

I certify that the offeror is not currently debarred or otherwise declared ineligible by any public agency from bidding for furnishing materials, supplies or services. I further certify that no principal, officer or director of the offeror has been employed by or associated with any firm which is currently debarred or otherwise declared ineligible by any public agency from bidding for furnishing materials, supplies or services.

I certify that the offeror has never been debarred, or otherwise declared ineligible by any public agency from bidding or furnishing materials, supplies or services. I further certify that no principal, officer or director of the offeror has ever been employed by or associated with any firm which has ever been debarred or otherwise declared ineligible by any public agency from bidding for furnishing materials, supplies or services.

Offeror Date

By: Name: Title: