Energy Management & Control System Services

Dr. Diana L. Greene, Superintendent of Schools EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive FAX: (904) 858-4868 Jacksonville, FL 32207 April 29, 2021 Brooks Building Solutions RE: RFP No. 03-15/TW, Energy Management & Control System Services (EMCS) On Tuesday, April 20, 2021, the Superintendents designee of Duval County Public Schools renewed the contract for Energy Management and Control Systems (EMCS) Services, RFP No. 03-15/TW. This is your official notification of contract renewal for the third period. The renewal is for July 1, 2021 through June 30, 2023. If you have not already done so, please provide proof of the required insurance in accordance with Section 18 of the Request For Proposal (RFP). Purchase orders will be issued for this service for the contract period indicated

above. If you have any questions about this contract, please contact Lucy Nasworthy at (904) 858-4848. We look forward to a continued successful partnership. Terrence T. Wright, Director Purchasing Services TTW/al cc: Lucy Nasworthy Mason Cooper Master RFP file a rd http://www.duvalschools.org/ Dr. Diana L. Greene, Superintendent of Schools EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive FAX: (904) 858-4868 Jacksonville, FL 32207 April 29, 2021 Certified Controls Systems RE: RFP No. 03-15/TW, Energy Management & Control System Services (EMCS) On Tuesday, April 20, 2021, the Superintendents designee of Duval County Public Schools renewed the contract for Energy Management and Control Systems (EMCS) Services, RFP No. 03-15/TW. This is your official notification of contract renewal for the third period. The renewal is for July 1, 2021 through June 30, 2023. If you have not already done so, please provide proof of the required insurance in accordance with Section 18 of the Request For Proposal (RFP). Purchase orders will be issued for this service for the contract period indicated above. If you have any questions about this contract, please contact Lucy Nasworthy at (904) 858-4848. We look forward to a continued successful partnership. Terrence T. Wright, Director Purchasing Services TTW/al cc: Lucy Nasworthy Mason Cooper Master RFP file a rd http://www.duvalschools.org/ Dr. Diana L. Greene, Superintendent of Schools EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive FAX: (904) 858-4868 Jacksonville, FL 32207 February 20, 2019 Brooks Building Solutions RE: RFP No. 03-15/TW To Whom It May Concern: On February 19, 2019 the Superintendents designee of Duval County Public Schools renewed the contract for Energy Management and Control Systems (EMCS) Services, RFP No. 03-15/TW. This is your official notification of contract renewal for the second period. The renewal is for July 1, 2019 through June 30, 2021. In accordance with section 1.5 (Escalation provision) you were approved for a 1.9% increase. If you have not already done so, please provide proof of the required insurance in accordance with Section 18 of the Request For Proposal (RFP). Purchase orders will be issued for this service for the contract period indicated above. If you have any questions about this contract, please contact Lucy Nasworthy at (904) 858-4848. Thank you for your interest in Duval County Public Schools. Yours truly, Terrence T. Wright, Director Purchasing Services TTW/dh cc: Lucy Nasworthy Susan Carew Master RFP file a rd http://www.duvalschools.org/ Dr. Diana L. Greene, Superintendent of Schools EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive FAX: (904) 858-4868 Jacksonville, FL 32207 February 20, 2019 Certified Controls Systems RE: RFP No. 03-15/TW To Whom It May Concern: On February 19, 2019 the Superintendents designee of Duval County Public Schools renewed the contract for Energy Management and Control Systems (EMCS) Services, RFP No. 03-15/TW. This is your official notification of contract renewal for the second period. The renewal is for July 1, 2019 through June 30, 2021. If you have not already done so, please provide proof of the required insurance in accordance with Section 18 of the Request For Proposal (RFP). Purchase orders will be issued for this service for the contract period indicated above. If you have any questions about this contract, please contact Lucy Nasworthy at (904) 858-4848. Thank you for your interest in Duval County Public Schools. Yours truly, Terrence T. Wright, Director Purchasing Services TTW/dh cc: Lucy Nasworthy Susan Carew Master RFP file a rd http://www.duvalschools.org/ Tyr mm PPeoarris Lifts V CAL QPL IL v OCOUFttCL SI a. ae fh F Pe Ne FT Fs rma Freeriiirinmr emnmrress ret T=! tt met wSrera ra raen PT iyF 2 er vitif rie TAA VLsJoOfeor rw Lytaito Li itll &o Cal ltl Sretsn.tatatatiat. _..1.7/)r.7.7. 7 PTitt Sip eee Fe Yr hee Re? OEE Er EA LOA L,lClUCUCLJ ELS VW EOC O44! Ly FF fHieaaA OSWHA Ms wr TS eye a ef VP Vhsel Wee YH LAL CAE RAAT Ti ZL CALI i?) AVA GS ee ee ee ee TASFUATIAT Filia sermrnniwatic re) arraenntniiio i, eo aa ee ee eee ee eee Latina Fl AGREEMENT BETWEEN THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA, AND BROOKS AIR SYSTEMS, INC. This Agreement is made and entered into effective April 1, 2015 (the Effective Date"), and is by and between The School Board of Duval County, Florida, operating a district school system in the State of Florida (the "District"), and Brooks Air Systems, Inc., a Florida corporation ("Contractor"). WITNESSETH: Whereas, the District issued a Request For Proposals No. 03-15/TW, dated October 17, 2014, for Energy Management and Control System (EMCS) Services (the Services), together with Addendum No, 1 dated November 19, 2014 (collectively the RFP), which RFP is attached and incorporated herein by this reference as Exhibit A: Whereas, the Contractor submitted a proposal based on the scope set forth in the RFP (the Proposal) which is attached hereto and incorporated herein by this reference as Exhibit B, and the Contractor was selected as the best responsive and responsible Contractor by the District for the Alerton System; Whereas, the Contractor is interested in and capable of performing the desired Services for the Alerton System for the District, and the District desires to have the Contractor perform the Services; and Whereas, the District is seeking the Services commencing on April 1, 2015. NOW, THEREFORE, in consideration of the mutualcovenants and conditions contained herein, the parties agree as follows: ARTICLE | SCOPE OF SERVICES The parties agree that the purpose of this Agreement is that the Contractor shall provide the District the Services set forth in the RFP and all Agreement documents, including but not limited to upgrade, expansion, installation, modification, repair, programming, commissioning, etc., of the District's Alerton System. Ancillary devices connected directly or indirectly to EMCS system may be provided, installed, programmed, repaired, replaced, commissioned, etc., under this Agreement. If any services, functions or responsibilities not specifically described in the RFP are necessary for the proper performance and provision of the Services, they shall be deemed to be implied and included within the scope of the Services to the same extent and in the same manner as if specifically described herein. ARTICLE II COMMENCEMENT AND RENEWAL The Agreement commences effective April 1, 2015, and the term expires June 30, 2017 as set forth in section 1.4 of the RFP. Four potential renewals of two years each are set forth according to the provisions of section 1.4.1 of the RFP. ARTICLE Ill COMPENSATION Contractor shall be paid for the Services at the rates as described in Attachment C, Fee Schedule, as submitted by the Contractor in its Proposal attached hereto as Exhibit B. The compensation rates shall only be modified as set forth as described in Section 1.5 of the RFP. In no event shall the District be responsible to the Contractor for compensation in excess of the maximum obligated amounts stated in this Agreement except as increased by formal approval in accordance with the procedure as described in the RFP. The District shall issue payment in accordance with Sections 218.70. et sq., Florida Statutes, Local Government Prompt Payment Act, after receipt of an acceptable invoice, inspection and acceptance of goods and/or services provided in accordance with the terms and conditions of the Agreement. Any penalty for delay in payment shall be in accordance with applicable law. ARTICLE IV TERMINATION This Agreement may be terminated as set forth in section 11.0 of the RFP. ARTICLE V NOTICES The parties agree that all communications relating to the day-to-day activities shall be exchanged between the respective representatives of the District and the Contractor, which representatives shall be designated by the parties, in writing, promptly upon commencement of the Services. All formal notices and communications in writing required or permitted hereunder may be delivered by certified mail, return receipt requested, or via overnight delivery. Until changed by notice in writing, all such notices and communications shall be addressed as follows: If to the District: The School Board of Duval County, Florida Attn: Executive Director, Facilities Support Contracting 129 King Street Jacksonville, Florida 32204 If to the Contractor: Brooks Air Systems, Inc. 11196 St. Johns Industrial Parkway South Jacksonville, Florida 32246 ARTICLE VI MISCELLANEOUS Failure by either party to insist upon strict performance of any of the provisions hereof or failure or delay by either party in exercising any rights or remedies provided herein or by law, the District's payment in whole or in part for services hereunder or any purported oral modification or rescission of this Agreement by an employee or agent of either party shall not release either party of any of its obligations hereunder, shall not be deemed a waiver of the rights of either party to insist upon strict performance hereof or of any of either party's rights or remedies under this Agreement or by law and shall not operate as a waiver of any of the provisions hereof. A waiver by either of the Parties of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant in this Agreement. Except as otherwise expressly provided in this Agreement, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise. If any clause or provision of the Agreement is illegal, invalid or unenforceable under present or future laws effective during the term hereof, then the remainder of the Agreement shall not be affected thereby; and in lieu of each clause or provision of the Agreement that is illegal, invalid or unenforceable, there shall be added, as part of the Agreement, a clause or provision as si i invalid or unenforceable clause or provision as may be possible and as may be legal, vai enforceable. This Agreement may be executed via facsimile and in one or more counterparts, each of which will be deemed an original, but all such facsimiles and counterparts will together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. ATTEST: THE SCHOOL BOARD OF DUVAL COUNTY, UY FLORIDA By: Z Me oo : Nikolai P. Vitti, Ed.D., Superintendent Of Schools and Ex-Officio Secretary to The Board Form Approved: By: } J eae CW Approved by the Board: Office of Legal Services March 3, 2015 Witnesses: BROOKS AIR SYSTEMS, INC. nkins, President EXHIBIT A RFP EXHIBIT B Contractors Proposal AL ik. BAe wes eee Fis sere eenti~ ma ane > l~ ee Rae lCULGlCO rf oS ee ok F peaet ip oe EEE bra SSE TEP RE UE Es et OUTLET : Vii ierina ree tiene Wit ee > Litt aa 0 Spee ee eee ee lle eee ae o EE Om RAW MCAT EA) OE LE ET A NREL ET C gee ete i ee ee ee eS ee at Ne ee nes. 2 FON ON EEE" tO GE een ee em SA iom Teele Presa reee lUverlUrlLCUO re ere re CO el ee eee eel oo ee ee ee ee ee | J TaVLA SVLILVilitC. i hy wgsgs i PhO. JCD *F COL) S we Fe eee gm AF em LI eee ee AGREEMENT BETWEEN THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA, AND CERTIFIED AIR CONTRACTORS, INC. This Agreement is made and entered into effective April 1, 2015 (the Effective Date), and is by and between The Schoo! Board of Duval County, Florida, operating a district school system in the State of Florida (the "District"), and Certified Air Contractors, Inc. a Florida corporation, d/b/a Certified Control Systems (Contractor). WITNESSETH: Whereas, the District issued a Request For Proposals No. 03-15/TW dated October 17, 2014, for Energy Management and Control System (EMCS) Services (the Services), together with Addendum No. 1 dated November 19, 2014 (collectively the "RFP), which RFP is attached and incorporated herein by this reference as Exhibit A: Whereas, the Contractor submitted a proposal based on the scope set forth in the RFP (the Proposal) which is attached hereto and incorporated herein by this reference as Exhibit B, and the Contractor was selected as the best responsive and responsible Contractor by the District for the Automated Logic System; Whereas, the Contractor is interested in and capable of performing the desired Services for the Automated Logic System for the District and the District desires to have the Contractor perform the Services; and Whereas, the District is seeking the Services commencing on April 1, 2015. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: ARTICLE | SCOPE OF SERVICES The parties agree that the purpose of this Agreement is that the Contractor shall provide the District the Services set forth in the RFP and all Agreement documents, including but not limited to upgrade, expansion, installation, modification, repair, programming, commissioning, etc., of the Districts Automated Logic System. Ancillary devices connected directly or indirectly to EMCS system may be provided, installed, programmed, repaired, replaced, commissioned, etc., under this Agreement. If any services, functions or responsibilities not specifically described in the RFP are necessary for the proper performance and provision of the Services, they shall be deemed to be implied and included within the scope of the Services to the same extent and in the same manner as if specifically described herein. ARTICLE Il COMMENCEMENT AND RENEWAL The Agreement commences effective April 1, 2015, and the term expires June 30, 2017 as set forth in section 1.4 of the RFP. Four potential renewals of two years each are set forth according to the provisions of section 1.4.1 of the RFP. ARTICLE III COMPENSATION Contractor shall be paid for the Services at the rates as described in Attachment C, Fee Schedule, as submitted by the Contractor in its Proposal attached hereto as Exhibit B. The compensation rates shall only be modified as set forth as described in Section 1.5 of the RFP. In no event shall the District be responsible to the Contractor for compensation in excess of the maximum obligated amounts stated in this Agreement except as increased by formal approval in accordance with the procedure as described in the RFP. The District shall issue payment in accordance with Sections 218.70. et sq., Florida Statutes, Local Government Prompt Payment Act, after receipt of an acceptable invoice, inspection and acceptance of goods and/or services provided in accordance with the terms and conditions of the Agreement. Any penalty for delay in payment shall be in accordance with applicable law. ARTICLE IV TERMINATION This Agreement may be terminated as set forth in section 11.0 of the RFP. ARTICLE V NOTICES The parties agree that all communications relating to the day-to-day activities shall be exchanged between the respective representatives of the District and the Contractor, which representatives shall be designated by the parties, in writing, promptly upon commencement of the Services. All formal notices and communications in writing required or permitted hereunder may be delivered by certified mail, return receipt requested, or via overnight delivery. Until changed by notice in writing, all such notices and communications shall be addressed as follows: If to the District: The School Board of Duval County, Florida Attn: Executive Director, Facilities Support Contracting 129 King Street Jacksonville, Florida 32204 If to the Contractor: Certified Control Systems 4505 Marquette Street Jacksonville, Florida 32210 ARTICLE VI MISCELLANEOUS Failure by either party to insist upon strict performance of any of the provisions hereof or failure or delay by either party in exercising any rights or remedies provided herein or by law, the District's payment in whole or in part for services hereunder or any purported oral modification or rescission of this Agreement by an employee or agent of either party shall not release either party of any of its obligations hereunder, shall not be deemed a waiver of the rights of either party to insist upon strict performance hereof or of any of either party's rights or remedies under this Agreement or by law and shall not operate as a waiver of any of the provisions hereof. A waiver by either of the Parties of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant in this Agreement. Except as otherwise expressly provided in this Agreement, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise. If any clause or provision of the Agreement is illegal, invalid or unenforceable under present or future laws effective during the term hereof, then the remainder of the Agreement shall not be affected thereby; and in lieu of each clause or provision of the Agreement that is illegal, invalid or unenforceable, there shall be added, as part of the Agreement, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid and enforceable. This Agreement may be executed via facsimile and in one or more counterparts, each of which will be deemed an original, but all such facsimiles and counterparts will together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. ATTEST: THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA ff Nikolai P. Vitti, Ed.D., Superintendent Of Schools and Ex-Officio Secretary to The Board Form proved: * By: Cea A iby LAV Approved by the Board: A ' Office of Legal Services March 3, 2015 Witnesses: CERTIFIED AIR CONTRACTORS, INC. By:_.- LL, be lee 4 By: Nam ane Mel Rodelli, President By: Cink we Name: EXHIBIT A RFP EXHIBIT B Contractors Proposal Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 4880 Bulls Bay Highway FAX: (904)858-4868 Jacksonville, FL 32219 July 17, 2017 Brooks Building Solutions Certified Controls Systems RE: RFP No. 03-15/TW To Whom It May Concern: On July 17, 2017, the Superintendents designee of Duval County Public Schools renewed the contract for Energy Management and Control Systems (EMCS) Services, RFP No. 03-15/TW. This is your official notification of contract renewal for the first period. The renewal is for July 1, 2017 through June 30, 2019. If you have not already done so, please provide proof of the required insurance in accordance with Section 18 of the Request For Proposal (RFP). Purchase orders will be issued for this service for the contract period indicated above. If you have any questions about this contract, please contact Caleb Powell at (904) 858-4838. Thank you for your interest in Duval County Public Schools. Yours truly, Terrence T. Wright, Director Purchasing Services TTW/dh cc: Caleb Powell Susan Carew Master RFP file Dr. Patricia Willis, Superintendent of Schools EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. 4+. re http://www.duvalschools.org/ http://www.duvalschools.org/ March 3, 2015 - Regular Board Meeting Title 27. ENERGY MANAGEMENT CONTROL SYSTEMS SERVICES Recommendation That the Duval County School Board approve contracts for Energy Management Control Systems Services with Brooks Air Systems Inc. and with Certified Air Contractors, Inc. (d/b/a Certified Control Systems) for an initial period from date of award through June 30, 2017. That the Duval County School Board authorize the Chairman and the Superintendent to affix their signatures to the agreements upon approval as to legal form and sufficiency by the Office of Legal Services. That the Duval County School Board delegate authority to the Superintendent or designee to renew the contracts for the subsequent years provided the terms and conditions are essentially the same and favorable to the school district, and subject to the availability of funds. There are four (4) potential two (2) year renewals. Description A Request For Proposals (RFP) was published for selecting companies to perform Energy Management and Control System Services for the district. Eight companies received the RFP and two companies submitted proposals. The proposals were uniformly evaluated by a committee consisting of District staff. This RFP was coordinated through the Office of Economic Opportunity and its recommendations were included in the solicitation. (RFP No. 03- 15/TW) Gap Analysis The District previously used a contract awarded by the City of Jacksonville for the services. That contract has expired. It was decided that it was in the best interest of the District to issue its own solicitation for these services. Previous Outcomes The District has had contracts for Energy Management Control Systems services since these systems were installed (25+ years). Expected Outcomes By conducting this solicitation for the services, the District will directly control the contracts awarded and the services received. Strategic Plan Goal Ensure Effective, Equitable, and Efficient Use of Resources. Financial Impact Contract does not require obligation of District funds. Services to be provided will be funded on an assignment basis by specific projects, Major Maintenance, Energy Conservation Investments or other methods. It is estimated that $200,000.00 will be expended. My Contact Paul Soares, P.E., Assistant Superintendent of Operations, 390-2008 Greg King, Executive Director, Plant Services, 858-6300 Attachment: Certified Control Systems.pdf Attachment: Brooks Air Systems Inc.pdf tr Ar fey ' = \ Rte 3s pew t \ t Arle Addendum No. 1 1 RFP No. 3-15/TW ADDENDUM NO. 1 Information only www.duvalschools.org/purchasing Issue Date: November 19, 2014 Phone: 904-858-4859 Buyer: Terrence Wright Bid Number: RFP No. 3-15/TW Bid Title: Energy Management & Control System (EMCS) Services Term of Bid: From date of award through June 30, 2017 with renewal options. Opening: Thursday, December 4, 2014, 2:00p.m (EDT). Bids received prior to this date and time will be opened in the Conference Room, and may not be withdrawn for 120 days after opening. All bids received after the specified date and time will be returned unopened. Purpose: To answer questions in accordance with SC# 3.3. Question: I am inquiring if there is a budget estimate available for the Energy Management & Control System (EMCS) Services project? Answer: An estimated annual budget of $500,000. eile re http://www.duvalschools.org/dcps http://www.duvalschools.org/purchasing Duval County Public School www.duvalschools.org. 1701 Prudential Drive PHONE: (904) 390-2000 Jacksonville, FL 32207 TDD: (904) 390-2898 Purchasing Services PH: (904) 858-4848 4880 Bulls Bay Highway FAX: (904) 858-4868 Jacksonville, FL 32219 October 17, 2014 Request for Proposals (RFP) Required Response Form Energy Management & Control System (EMCS) Services RFP No. 03-15/TW This response must be submitted to Duval County Public Schools, Purchasing Services, 4880 Bulls Bay Highway, Jacksonville, FL 32219-3235, no later than 2:00 p.m. on December 4, 2014, and plainly marked RFP No. 03-15/TW. Responses are due and will be opened at this time. Responses received after 2:00 p.m. on the date due will not be considered. Proposal Certification I hereby certify that I am submitting the following information as my company's response and understand that by virtue of executing and returning with this response this REQUIRED RESPONSE FORM, I further certify full, complete, and unconditional acceptance of the contents of all pages, inclusive of this Request for Qualifications, and all appendices/attachments and the contents of any Addendum released hereto. VENDOR (firm name): STREET ADDRESS: CITY & STATE: PRINT NAME OF AUTHORIZED REPRESENTATIVE SIGNATURE OF AUTHORIZED REPRESENTATIVE: TITLE DATE: CONTACT PERSON: CONTACT PERSON'S ADDRESS: TELEPHONE: FAX: TOLL FREE: INTERNET E-MAIL ADDRESS: INTERNET URL: VENDOR TAXPAYER IDENTIFICATION NUMBER: NOTE: Entries must be completed in ink or typewritten. An original manual signature is required. ATTACHMENT A Anti-Collusion Statement / Public Domain I, the undersigned vendor have not divulged, discussed, or compared this proposal with any other vendors and have not colluded with any other vendor in the preparation of this proposal in order to gain an unfair advantage in the award of this proposal. I acknowledge that all information contained herein is part of the public domain as defined in the Public Records Act, Chapter 119, F.S. eile re http://www.duvalschools.org/ Page 1 of 43 REQUEST FOR PROPOSALS (RFP) RFP NO. 03-15/TW Energy Management & Control System (EMCS) Services Anticipated Schedule RFP Release Date: October 17, 2014 Mandatory Pre-Bid: October 30, 2014, 1p.m. (EDT) Deadline for Written Questions: November 13, 2014, 4p.m (EDT) Proposals Opened: December 4, 2014, 2:00p.m (EDT) (Presentation if required) Evaluation: December 11, 2014 Contract Award: February 2, 2015 Contract Start Date: March 1, 2015 DUVAL COUNTY PUBLIC SCHOOLS Purchasing Services Department 4880 Bulls Bay Highway Jacksonville, Florida 32219 eile re Page 2 of 43 DUVAL COUNTY PUBLIC SCHOOLS RFP: ENERGY MANAGEMENT & CONTROL SERVICES RFP No. 03-15/TW INDEX 1.0 Introduction 2.0 Ex Parte Communication 3.0 Preparation and Submission Requirements 4.0 Mandatory Pre-Proposal Conference 5.0 Familiarity with District and Additional Information 6.0 Anticipated Time Schedule 7.0 Proposal Evaluation and Award 8.0 Proposal Format and Evaluation Criteria 9.0 Proposal Evaluation Process 10.0 Replacement of Primary EMCS Services other key personnel 11.0 Termination, Suspension, and Remedies 12.0 Default 13.0 Legal Requirements 14.0 Federal and State Tax 15.0 Force Majeure 16.0 Warranty 17.0 Conflict of Interest 18.0 Insurance Requirements 19.0 Indemnification/Hold Harmless Agreement 20.0 Public Records Law 21.0 Permits and Licenses 22.0 Public Entity Crimes 23.0 Assignment of Contract and/or Payment 24.0 Agreement 25.0 Dispute 26.0 Disclaimer 27.0 Minority Participation Encouragement Page 3 of 43 ATTACHMENTS TO BE COMPLETED AND RETURNED AS A PART OF EACH PROPOSAL: A. Required Response Form B. Minimum Eligibility Requirements C. Fee Schedule D. References E. Minority Business Enterprise Participation F. Federal Forms Federal Regulatory Compliance Statement Drug Free Workplace Certification Certification Regarding Debarment, Suspension, and other Responsibility Matters Non-Collusion Affidavit EXHIBITS: 1. Evaluation Worksheet Page 4 of 43 DUVAL COUNTY PUBLIC SCHOOLS RFP: ENERGY MANAGEMENT & CONTROL SERVICES RFP No. 03-15/TW 1.0 INTRODUCTION: 1.1 Purpose: DCPS facilities currently contain EMCS systems from three manufacturers-Alerton, Automated Logic and Andover. The purpose of this RFP is to solicit sealed responses from qualified sources to establish contracts for EMCS services, including but not limited to upgrade, expansion, installation, modification, repair, programming, commissioning etc. Ancillary devices connected directly or indirectly to EMCS system may be provided, installed, programed, repaired, replaced, commissioned, etc. under this agreement. During this course of this agreement, as EMCS services are needed, procurement will be accomplished in accordance with work order provisions described in this RFP. DCPS will select contractors qualified and experienced to provide various EMCS services. Contractors must be qualified to support all current and legacy systems for the manufacturer for which they are bidding. If at any time during the contract term or any renewal period a contractor is deemed not qualified to support an EMCS system for which they are selected, DCPS reserves the right to terminate the contractors agreement. Under this agreement, work described in this RFP may be performed at any school districtwide. 1.2 Objectives o Maintain a healthy, comfortable, productive, effective, efficient building environment for students and staff. o Minimize utility expenditures. o Minimize equipment and system run time. o Extend equipment life. 1.3 General Information about the District: The District and its governing board were created pursuant to Section 4, Article IX of the Constitution of the State of Florida. The District is an independent taxing and reporting entity managed, controlled, operated, administered, and supervised by the Districts school officials. The Board consists of seven elected officials responsible for the adoption of policies, which govern the operation of the District. The Superintendent of Schools is responsible for the administration and management of the schools within the applicable parameters of state and federal laws and regulations, State Board of Education Rules, and School Board policies. The Superintendent is also specifically delegated the responsibility of maintaining a uniform system of records and accounts in the District. The District is coterminous with Duval County, which covers 850 square miles. The FY13-14 budget for the District totaled roughly $1.711 billion, including an operating budget of roughly $1.055 billion and a Page 5 of 43 capital budget of roughly $191 million. The District operates 179 facilities, including administrative areas, elementary schools, middle schools, high schools and specialized schools. As approximately the 22nd largest school district in the nation, the District serves 120,000 to 130,000 students (The student population changes annually). It is the second largest employer in Jacksonville with approximately 8,200 teachers and a similar number of support staff at 104 elementary schools, 2 K- 8 schools, 24 middle schools, 19 high schools, and 2 middle/senior high schools, 3 exceptional student centers, 7 alternative schools, 1 virtual school and administrative facilities. 1.4 Contract Term: DCPS intends to select one Contractor per EMCS system (Alerton, Automated Logic, Andover) for EMCS services for an initial period which begins upon contract award and ends June 30, 2017. 1.4.1 The resulting contract can thereafter be renewable under the same terms and conditions as the original contract for four additional two year periods, upon the written consent and agreement of both parties. If the contract is not to be renewed, DCPS will issue a written notice to the Contractor not less than 90 days prior to the contract anniversary date. DCPS reserves the right to renew the resulting contracts beyond the final renewal period if deemed in the best interest of DCPS. These additional renewals will be in one year increments, under the same terms and conditions, upon the written consent and agreement of both parties. 1.5 Escalation Provisions: At each contract renewal (not annually), DCPS will consider a price increase of up to 3% provided the proposed increase does not exceed the rate of inflation. Rate of inflation shall be determined by the Consumer Price Index (CPI) for urban wage earners and clerical workers, U.S. city average, all items (1982-84=100), published by the U.S. Bureau of Labor Statistics, or any successor or substitute index appropriately adjusted from the commencement of the initial contract term to commencement of each extension period. Contractor must request the increase in writing at least 90 days prior to contract renewal. If an agreement cannot be reached, DCPS may terminate the contract. Increase does not apply to multipliers. 1.6 Correction of Work: Contractor shall promptly correct all work rejected by DCPS as defective or as failing to conform to the specifications. Contractor shall bear all costs of correcting such rejected work. DCPS may withhold payment in whole or in part to the extent necessary to reasonably protect DCPS in their opinion services have not been provided as specified. Payment shall be released pending confirmation and/or verification that services have been rendered in accordance the terms of the agreement. Page 6 of 43 2.0 EX PARTE COMMUNICATION: Ex parte communication, whether verbal or written, by any potential Proposers or representative of any potential Proposers to this RFP with District personnel or Office of General Counsel personnel involved with or related to this RFP, other than as expressly designated in this document, is strictly prohibited. Violation of this restriction may result in the rejection/disqualification of the Proposers proposal. Ex parte communication (whether verbal or written) by any potential Proposers or representative of any potential Proposers to this RFP with District Board members is also prohibited and will result in the disqualification of the Proposers. Notwithstanding the foregoing, communications are permissible by this Section when such communications with a prospective respondent are necessary for, and solely related to, the ordinary course of business concerning the Districts existing contract(s) for the materials or services addressed in this RFP (but in no event shall any existing vendor intending to submit a bid initiate communications to any member(s) of the Duval County School Board; it being understood such communication initiated by a vendor under these circumstances would not be in the ordinary course of business). 3.0 PREPARATION AND SUBMISSION REQUIREMENTS: Proposals not conforming to the instructions provided herein will be subject to disqualification at the sole option of the District. 3.1 All proposals must be received no later than 2:00 p.m. (EDT), on December 4, 2014. If a proposal is transmitted by US Mail or other delivery medium, the Proposers(s) will be responsible for its timely delivery to Purchasing Services, 4880 Bulls Bay Highway, Jacksonville FL 32219-3235. Any proposal received after the stated time and date or at other location will not be considered and will be returned unopened to the Proposers(s) after the evaluation. 3.2 One manually signed original, two (2) photocopies, and six (6) exact copies on CD ROM (in .pdf format) of the complete proposal must be sealed and clearly labeled "REQUEST FOR PROPOSAL: Energy Management & Control System(EMCS) Services" on the outside of the package. The legal name, address, Proposers' contact person, and telephone number must also be clearly annotated on the outside of the package. The manually signed original shall be clearly marked as ORIGINAL. Once accepted, all original proposals and any copies of proposals become the sole property of the District and may be retained by the District or disposed of in any manner the District deems appropriate. Page 7 of 43 All proposals must be signed by an officer or employee having authority to legally bind the Proposers(s). Any corrections of unit prices must be by line-outs of the original prices with correct amounts typed or written in and initialed by the originator. Corrections made using correction fluid (white out) or any other method of correction are unacceptable. NOTE: It is the sole responsibility of each respondent to assure all proposal copies are EXACT duplicates of the original proposal. CD copies will be utilized by the Evaluation Committee for the purpose of evaluation of proposals. Any information contained in the original proposal which has not been transferred to the CDs or photocopies will NOT be considered. The original document will be used solely for official record keeping purposes. 3.3 Potential Proposers shall not contact, by written or verbal communication, any District employee, Office of General Counsel or School Board Member for information regarding this RFP other than as expressly permitted by this RFP. Additions, deletions or modifications to information contained in the RFP document will be presented to all potential Proposers by means of a written addendum, if necessary. No verbal or written information which is obtained other than by information in this document or by addendum to this RFP will be binding on the District. Any questions or requests for clarification regarding this RFP shall be submitted to Mr. Terrence Wright, Purchasing Services in writing at the address as shown on the cover letter or via e-mail at wrightt@duvalschools.org. The deadline for such questions or requests will be 4:00 pm. EDT on November 13, 2014 unless otherwise extended in writing by the District. Questions or requests for clarification received after the deadline will NOT be addressed. 3.4 Any proposal may be withdrawn prior to the date and time the proposals are due. Any proposal not withdrawn will constitute an irrevocable offer, for a period of ninety (90) days, to provide the District ample time to award the Contract for the services specified in the proposal and this RFP. Concurrent with the delivery of the Proposers proposal, the Proposer shall also irrevocably deliver a completed and properly signed Attachment A (Required Response Form), a completed and properly signed Attachment B (Minimum Eligibility Requirements) Attachment C (Fee Schedule ) Attachment D (Reference Forms ) and a completed and properly signed Attachment E (Minority Business Enterprise Policy and Proposed Schedule of Participation Form). Attachment F (Federal Forms) mailto:wrightt@duvalschools.org Page 8 of 43 4.0 MANDATORY PRE-PROPOSAL CONFERENCE A mandatory Pre-proposal conference will be held at 129 King Street, Jacksonville, Florida, room 27 on October 30, 2014 at 1p.m. Responses will only be accepted from Contractors in attendance at this pre-proposal conference. The purpose is to review the RFP documents and clarify issues regarding the RFPs intent, purpose and requirements. All questions and/or requests for additional information must be presented at the pre-proposal conference. Additions, deletions or modifications to the RFP as a result of the pre-proposal conference will be presented to all Contractors by means of a written addendum, if necessary. NOTE: Potential Proposers are strongly advised to review the RFP documents prior to the pre-proposal conference. 5.0 FAMILIARITY WITH DISTRICT AND ADDITIONAL INFORMATION: Proposers should become familiar with any local conditions which may, in any manner, affect the services required. The Proposers(s) is/are required to carefully examine the RFP terms and to become thoroughly familiar with any and all conditions and requirements that may in any manner affect the services to be performed under the Contract. No additional allowance will be made due to lack of knowledge of these conditions. Submission of a proposal shall constitute acknowledgement by the Proposers that he or she is familiar with all conditions. The failure to familiarize himself or herself with the sites shall in no way relieve him or her from any obligations with respect to the proposal. 6.0 ANTICIPATED TIME SCHEDULE: The District will attempt to adhere to the following time schedule: October 17, 2014 RFP Release Date October 30, 2014, 1:00 p.m. Mandatory Pre-Proposal Conference November 13, 2014, 4:00 p.m. Deadline for written questions December 4, 2014, 2:00 p.m. Proposal Opening December 11, 2014 (Presentation if required) Committee Evaluation February 2, 2015 Contract Award-Board Approval March 1, 2015 Contract Start Date Inquiries regarding the status of a proposal must not be made prior to the posting of award recommendation. Page 9 of 43 7.0 PROPOSAL EVALUATION AND AWARD: 7.1 Minimum Eligibility Requirements: In order to be considered for evaluation, the Proposers shall demonstrate sufficient capacity, resources and experience to provide complete Energy Management & Control System (EMCS) Services as required by the District. At a minimum, Proposers shall: A. Contractor shall have an established local business office with the ability to respond within 1 hour of notification to the contractor. For the purpose of this RFP, a local business office is defined as a place of business where professional and clerical duties are performed. A post office box does not satisfy this requirement. From this local business office. Contractor shall provide DCPS with the following resources and services: B. Service 24 hours per day, 7 days per week. C. Factory trained and certified personnel to provide engineering, programming, startup, and commissioning and repair services for the EMCS systems they are bidding. Contractor must have personnel trained and certified to support old and new systems, including legacy systems. Contractor shall provide factory training certificates for local office personnel in their response. D. Contractor must have maintained a contractual relationship with EMCS manufacturer for a minimum of three years prior to issuance of this RFP. For the purpose of this RFP, a contractual relation is defined as a dealer agreement directly with the EMCS manufacturer. An indirect relationship with a third party does not satisfy this requirement. E. Contractor shall have performed EMCS services for systems for which they are submitting bids for at least 5 projects within climates similar to that of Jacksonville, Florida, prior to issuance of this RFP. At least one of those projects must be for a school district. NOTE: The items above shall be clearly outlined in the proposal. 7.2 Districts Rights and Reservations A. The District reserves the right to accept or reject any or all proposals. B. The District reserves the right to waive any irregularities and technicalities and may at its sole Page 10 of 43 discretion request clarification or other information to evaluate any or all proposals. C. The District reserves the right, before awarding the Contract, to require Proposers(s) to submit additional evidence of qualifications or any other information the District may deem necessary. D. The District reserves the right, prior to its Board approval, to cancel the RFP or portions thereof, without liability to any Proposers or the District. E. The District reserves the right to: (1) accept the proposals of any or all of the items it deems, at its sole discretion, to be in the best interest of the District; and (2) the District reserves the right to reject any and/or all items proposed. F. The District reserves the right to further negotiate any proposal, including price, with the highest rated Proposer. If an agreement cannot be reached with the highest rated Proposer, the District reserves the right to negotiate and recommend award to the next highest ranked Proposer or subsequent Proposer(s) until an agreement is reached. 8.0 PROPOSAL FORMAT AND EVALUATION CRITERIA: In order to maintain comparability and enhance the review process, it is required that proposals be organized in the manner specified below. Include all information in your proposal. Proposers are encouraged to provide tab separations for each item. Proposals received which do not contain ALL items listed in this section will be considered non-responsive. A. FORM OF PROPOSAL (Attachment A)( Cover Page): Submit with all required information completed and all signatures as specified. No points are assigned to this required item. B. QUALIFICATIONS AND EXPERIENCE: (15 points) Describe Contractors experience and qualifications as they relate to the RFP requirements and the bid items for which they are responding. At a minimum, include the following: 1. Documentation showing relationship between EMCS manufacturer and Contractor including date relationship was established and relevant information pertaining to stability, longevity of relationship, etc. 2. Documentation stating that Contractor has active support agreement from EMCS manufacturer systems for which they are submitting bids. 3. List of customers within 100 miles of downtown Jacksonville where Contractor has contracts currently in place to maintain the EMCS for which they are submitting bids. 4. Experience & qualifications of local staff and associated corporate staff. This may include Contractors staff who are not assigned to DCPS on a day-to-day basis, i.e., certified energy managers, certified commissioning agents, Florida registered electrical or mechanical Page 11 of 43 professional engineers, etc. who will be available to supplement the team assigned to DCPS as needs arise. Include job title, years working in EMCS industry, years with Contractors firm, pertinent training, certifications, educational background, etc. Note: This area does not include personnel listed as part of the proposed staffing in C. 5. Background, business philosophy, list of services offered, etc. 6. Highlight unique qualifications, distinguishing characteristics, and any ways the offerings exceed the RFP requirements. Describe how this benefits DCPS and helps meet DCPS long-term goals and objectives. 7. Describe any lawsuits pending/filed against the Contractor in past 3 years 8. Describe any legal disciplinary action taken against the Contractor in the past 3 years C. PROPOSED STAFFING: (25 points) Describe Contractors staffing plan for DCPS assigned teamed to meet the needs identified in the RFP and for the bid items for which they are responding. At a minimum, include the following: Organizational chart showing all local staff and whether or not they have responsibilities for accounts other than DCPS Resumes for all staff members who will be assigned to DCPS projects, including Account Manager, Project Manager, field personnel, etc. Resumes should include job title, role for DCPS work, years working in EMCS industry, years with the Contracts firm, pertinent training, certifications, and educational background. Contractor is making a commitment that, barring unforeseen circumstances, the personnel listed will be the personnel assigned to DCPS projects as indicated. DCPS reserves the right to request a substitution of personnel. DCPS must approve any changes to personnel listed in proposal. D. PROPOSED WORK PLAN: (20 points) Describe Contractors plan to meet the needs identified in the RFP. At a minimum include the following; Describe how Contractor intends to effectively perform the role of EMCS Contractor. Include Contractors understanding of the demands, difficulties, special requirements that make working for DCPS a challenge and how Contractor intends to meet those challenges. Describe Contractors quality control and quality assurance plans, and proposed methods of attaining DCPS objectives. Provide Contractors plan for 24 hours per day, 7 days per week emergency response. Specifically describe process used to handle emergency calls. Page 12 of 43 Describe Contractors communication plan, such as, how various management levels intend to communicate with various DCPS management levels. Also include the process Contractor intends to use for service call placement and tracking. List names of firms Contractor intends to use if/when subcontracted work is needed. E. FINANCIAL RESPONSIBILITY: (5 points) Provide as Exhibit F, documentation that evidences the financial viability of the Contractor, including the following: Most recent three years of audited financial statements is preferred or a copy of the Contractors Annual Report Proof of Insurance (mandatory): Proof of Contractors insurance as specified or a letter of Contractors intention to obtain the specified insurance within ten days of notification of selection by DCPS F. REFERENCES: (5 points) Complete the Reference Form Attachment D. References must be only for EMCS services for which the Contractor is bidding. List five references that best demonstrate Contractors ability to execute the services described in this RFP. References will be asked questions about Contractors performance. Contractors score for this section will be based on feedback from these references. Each reference can earn Contractor up to 1 point (5 points maximum). Contractor is encouraged to contact references in advance and confirm that the reference is willing and able to provide feedback regarding Contractors performance. DCPS is committed to making several attempts to contact the listed references. If the reference is unavailable, unwilling or unable to provide feedback, then it will be reflected in Contractors score for this category. G. MINORITY BUSINESS ENTERPRISE MBE PARTICIPATION: (5 points) Proposer must provide the following: 1. Brief outline of the Proposers MBE program and participation history; including contact names and phone numbers of minority vendors. 2. Submit a detailed explanation of how the Proposer will achieve the Districts MBE Participation goal of 5% overall. Only firms certified with DCPS or the City of Jacksonville (JSEB program vendors must have an MBE indicator) at the time of submittal may, be counted towards the proposers goal achievement. Proposers that are certified with DCPS or the City of Jacksonville with an MBE indicator, at the time of submittal, meet the MBE participation requirements for this contract. Proposers are advised that the Districts MBE participation requirement include all expenses with the exception of salaries and management fees. Certified minority vendors may be found at the following sites: Page 13 of 43 http://www.duvalschools.org/Domain/4441 http://www.coj.net/departments/office-of-economic-development/equal-business- opportunity-contract-compliance.aspx. Complete the attached MBE Participation Form (Attachment E.) NOTE: All Proposers must complete and return, as a part of this item; the attached Minority Business Enterprise Policy and Proposed Schedule of Participation Form (Attachment E). H. PROGRAM COST: (25 Points) Proposal Form is provided as Attachment C. One completed Proposal Form must be submitted as Exhibit C. Contractor may submit bids for more than one EMCS if they meet the Minimum Contractor Requirements described in Attachment B for each EMCS system for which they are submitting bids. The firm submitting the lowest overall cost fee structure will receive all available points for this category. All other respondents will receive points proportionate to the lowest cost response (ex. - a response that is 20% higher than the lowest submitted cost will receive 20% fewer points). Actual work order cost proposals resulting from this RFP and award/contract shall include all expenses associated with turnkey EMCS projects, including labor, materials, tools, equipment, engineering, programming, start up, commissioning, project management, project supervision, general expenses, delivery charges, waste disposal, administrative/management costs, any other direct or indirect costs unless otherwise specifically directed by DCPS. 9.0 PROPOSAL EVALUATION PROCESS: Proposals are received and publicly opened. Only names of Proposers are read at this time. An Evaluation Committee will convene, review and evaluate all proposals submitted based on the factors set forth in this RFP. Purchasing personnel will participate in an administrative and advisory capacity only. The Evaluation Committee reserves the right to interview any or all Proposers and to require a formal presentation with the key people who will administer and be assigned to work on the contract before recommendation of award. This interview is to be based upon the written proposal received. http://www.duvalschools.org/Domain/4441 http://www.coj.net/departments/office-of-economic-development/equal-business-opportunity-contract-compliance.aspx http://www.coj.net/departments/office-of-economic-development/equal-business-opportunity-contract-compliance.aspx Page 14 of 43 All proposals will be evaluated in accordance with the evaluation criteria specified in this document. Information derived by investigation and overall due diligence of District staff will be considered. Based on the proposals received, the District may elect to proceed based on any of the following options, but will not necessarily be limited only to these options: (1) Award to the best initial proposal without any further discussion or negotiation; (2) Negotiate with the highest ranked Proposer; or, (3) Allow the top ranked Proposers make oral presentations. Proposers are advised to provide their best offer with the initial proposal because the District reserves the right to award a Contract based on initial proposals without further discussion or negotiation. The proposal most advantageous to the District in its sole discretion will be selected. The District reserves the right to negotiate out unacceptable clauses or restrictions incorporated within an otherwise acceptable proposal. In the event that a mutually acceptable contract between the District and the selected Proposers cannot be successfully negotiated and executed, then the District reserves the right to discontinue negotiations with such Proposers and to negotiate and execute a Contract with the next-ranked Proposers. The District reserves all rights, in its sole discretion, not to issue an award to any Proposers, to cancel this RFP at any time, to reissue this RFP for any reason, or a combination of any or all of the above. The District will not be liable to any Proposer for any costs incurred in connection with this RFP as a result of any of the above stated actions taken by the District. Purchasing Services will prepare and submit a recommendation agenda item to the Superintendent of Schools, Duval County, Florida. 10.0 REPLACEMENT OF PRIMARY EMCS SERVICE PERSONNEL, OTHER KEY STAFF: Replacement of the primary EMCS Services personnel to be assigned to the District contract shall require prior written approval by the District. Replacement of primary EMCS Services personnel, other key personnel and staff assigned to the Districts contract must have, at a minimum, credentials equivalent to the individuals whom they replace credentials of replacement primary EMCS Services personnel and other key counsel may be required to be submitted to the District for review. The District reserves the right to interview replacement primary EMCS Services personnel prior to approval. The successful Contractor shall provide any and all necessary training for Facility Engineering & Energy personnel staff employees, under the terms of the Contract with the District. Page 15 of 43 11.0 TERMINATION, SUSPENSION, AND REMEDIES: 11.1 The District reserves the right to terminate any Contract resulting from this RFP, at any time and for any reason upon giving a minimum of sixty (60) days prior written notice to the Contractor. If said Contract should be terminated for convenience as provided herein, the District will be relieved of all obligations under said Contract. The District will only be required to pay to the Contractor that amount of the Contract actually performed to the date of termination. Access to any and all work papers will be provided to the District after the termination of the Contract. The parties understand and agree that the Contractor shall in no event have the reciprocal right to terminate the Contract; it being understood that the Districts payment of the Contract fees forms the consideration for the Contractor not having this right to terminate for convenience. In the event of the Districts termination of the Contract, the District (in its sole election) may also require the Contractor to provide the Transition Assistance set forth in section 11.3 of this RFP. 11.2 In the event any of the provisions of the Contract are breached by the Contractor, the Superintendent or designee will give written notice to the Contractor stating the deficiencies and unless the deficiencies are corrected within the applicable cure period set forth in this RFP (and if none is stated, then ten (10) days), the District may terminate the Contract. Upon termination hereunder, the District may pursue any and all legal remedies as provided herein and by law. Notwithstanding the foregoing, and in addition to the remedies set forth herein, the District may elect the following in its sole discretion and without any obligation whatsoever to make this election. If Contractor is unable to reasonably cure a deficiency within ten (10) days after receiving the Districts notice notwithstanding Contractors continuous and diligent efforts to do so, the District may elect, in its sole discretion, to permit Contractor to cure the deficiency as soon as is reasonably practicable using continuous and diligent efforts, but in no event more than thirty (30) days after receipt of the Districts notice. Until the earlier of either (1) the deficiencies are cured or (2) this agreed upon cure period expires, the Contractor remains obligated to perform the Services without degradation and in accordance with the Contract. 11.3 In order to provide transition assistance to the District in the event that the Contract is terminated or expires, the Contractor agrees that the District may provide written notice to the Contractor retaining the Contractor for a mutually agreed upon period of time (at a minimum of one calendar month, plus up to five (5) additional calendar months on a month-by-month basis at the Districts sole and Page 16 of 43 unilateral election) on the same terms and conditions set forth in the Contract (the Transition Assistance). Transition Assistance could be invoked, by way of example, to complete a transaction authorized by the agreement that was initiated during the term of the agreement. 11.4 The provisions of this section will not apply if the Contract is terminated by the Contractor based on an uncured event of default by the District as set forth in Section 11.2 of this RFP. 11.5 Contractor will have the option to terminate the contract upon written notice to Director of Purchasing Services. Such notice must be received at least 90 days prior to the effective date of termination. Cancellation of contract by awardee may result in removal from bidders/proposer list for a period of three years. 12.0 DEFAULT: In the event that the Contractor breaches the Contract, then the District reserves the right to seek any and all remedies in law and/or in equity. 13.0 LEGAL REQUIREMENTS: 13.1 It shall be the responsibility of the Contractor to be knowledgeable of and adhere to the stipulations of any federal, state, county and local laws, ordinances, rules and regulations that in any manner affect the items covered herein which may apply. Lack of knowledge by the Contractor will in no way be a cause for relief from responsibility. Upon award, Contractor shall execute and deliver to the District, concurrent with its signature of the Agreement the following, all of which shall be incorporated into the Agreement by this reference, and which are attached as composite Attachment F: (a) Federal Regulatory Compliance Statement; (b) Certification Regarding Drug-Free Workplace Requirements; (c) Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion; and (d) Non-Collusion Affidavit. 13.2 Contractor represents and warrants to the District that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractors performance under the Agreement on account of race, color, sex, religion, age, handicap, marital status, national origin, citizenship status, creed, religious affiliation, sexual orientation, gender identity, disability, veteran status, or any other protected status under applicable law. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin be excluded from participation in, be denied services, or be subject to discrimination under any provision of the Agreement. Page 17 of 43 13.3 Proposers affirm by submitting their proposals that they are equal opportunity and affirmative action employers and shall comply with all applicable federal, state and local laws and regulations including, but not limited to: Executive Order 11246 as amended by 11375 and 12086; 12138; 11625; 11758; 12073; the Rehabilitation Act of 1973, as amended; the Vietnam Era Veterans Readjustment Assistance Act of 1975; Civil Rights Act of 1964; Equal Pay Act of 1963; Age Discrimination Act of 1967; Immigration Reform and Control Act of 1986; Public Law 95-507; the Americans with Disabilities Act; 41 CFR Part 60 and any additions or amendments thereto. 13.4 JESSICA LUNSFORD ACT: The Contractor shall comply and be responsible for the costs associated with the Jessica Lunsford Act, which became effective on September 1, 2005. The Act states that contractual personnel who are permitted access to school grounds when students are present or who have direct contact with students must meet Level 2 requirements as described in Section 1012.32, Florida Statutes. Contractual personnel shall include any vendor, individual or entity under contract with the District. Current employees that have met the requirements of this Act with the District, and are in good standing, could be available for immediate employment with the successful Proposer. Any current employees compliance with the Act is valid for one-year and would have to be renewed during a contract year as his/her current background check expires. All background checks (initial and renewals) will be at the expense of the Contractor. 13.5 Other Legal Requirements: All the personnel assigned by the Contractor and any subcontractor shall be authorized under state and local laws to perform such services, whether by appropriate license, registration, certification or other authorization (including, but not limited to, attorneys performing the Services being a member of the Florida Bar in good standing). The Contractor represents and warrants that its performance of the Services shall be rendered with promptness and diligence and shall be executed in a workman-like manner, in accordance with the practices and high professional standards used in a well-managed operation performing services similar to the Services. The Contractor represents and warrants it will use an adequate number of qualified individuals with suitable training, education, experience, and skill necessary to perform the Services and the Contractor represents and warrants it will perform the Services in an efficient and cost- effective manner. 13.6 Representations and Warranties. 13.6.1 The Contractor warrants that it is a duly formed business entity duly organized and existing in good standing under the laws of the State of its formation and is entitled and shall remain licensed to carry on its business as required for its performance pursuant to the Contract in the State of Florida. Page 18 of 43 The Contractor agrees that it will comply with all rules and regulations of governmental bodies governing its performance under this RFP and the resulting Contract whether or not such specified in the Contract and Exhibits. The Contractor further warrants that the execution and delivery of the Contract and the terms and conditions herein have been duly authorized by proper corporate and/or partnership action (as the case may be). 13.6.2 The Contractor shall comply with all applicable federal, State and local laws, ordinances, rules, and regulations pertaining to the performance of the Services and all matters pertaining to the Contract, as the same exist and as they may be amended from time to time. The Contractor acknowledges and agrees that it is subject to the requirements of the Public Records Law, Chapter 119, Florida Statutes, for all matters pertaining to the Contract. 13.6.3 Each Party agrees to continue performing its obligations under the Contract while any dispute is being resolved (except to the extent the issue in dispute precludes performance); provided, however, that any dispute over payment shall not be deemed to preclude performance. 13.6.4 Each Party agrees that, in its respective dealings with the other Party under or in connection with the Contract, it shall act in good faith. 13.6.5 Neither Party shall use the name or marks of the other without its express written permission, which may be withdrawn at any time. 13.7 Miscellaneous. The Contract to be awarded pursuant to this RFP shall be further governed by the following: 13.7.1 This RFP and any Contract resulting there from shall be interpreted and enforced in accordance with the laws of Florida and it shall be binding upon and injure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. Venue for any action arising out of the Contract shall lie exclusively in the jurisdictional courts located in and for Duval County, Florida. 13.7.2 The Contract shall not be construed more strongly against any party regardless of who was more responsible for its preparation. 13.7.3 Except for the provisions requiring Contractor to pay the Districts reasonable attorneys fees and costs for any matter arising under Section 16 of the RFP (which shall control), in the event of any other conflict arising from the Contract, each party shall pay its own attorneys fees and costs. 13.7.4 Should any provision of the Contract be determined by the Courts to be illegal or in conflict with any laws of the State of Florida or of the United States Government, the remaining provisions shall not be Page 19 of 43 impaired, and such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remainder of the Contract shall remain valid and in full force and effect. 13.7.5 Nothing set forth in any provision of the Contract shall mean or be construed that the District has waived, altered, or amended in any manner whatsoever the limitations or provisions of section 768.28, Florida Statutes, regarding the Districts sovereign immunity. 13.7.6 The Contract may not be amended or supplemented in any way except in writing, dated and signed by authorized representatives of both parties. 13.7.7 The Article and Section headings and the table of contents used herein are for reference and convenience only and shall not enter into the interpretation hereof. 13.7.8 The Contractor is, and shall at all times be, an independent contractor under the Contract and not an agent of the District. Nothing in the Contract nor any actions taken by or arrangements entered into between the Parties in accordance with the provisions of the Contract shall be construed as or deemed to create as to the Parties any partnership or joint venture. Neither Party shall have any authority to bind or commit the other Party contractually or otherwise to any obligations whatsoever to third parties. 13.7.9 The Contract is entered into solely between, and may be enforced only by, the District and the Contractor, and the Contract shall not be deemed to create any rights in third parties, including suppliers and customers of a Party, or employees of either Party, or to create any obligations of a Party to any such third parties. 13.7.10 Except where expressly provided as being in the discretion of a Party, where agreement, approval, acceptance, consent, or similar action by either Party is required under the Contract, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under the Contract shall not relieve the other Party from responsibility for complying with the requirements of the Contract, nor shall it be construed as a waiver of any rights under the Contract, except as and to the extent otherwise expressly provided in such approval or consent. 13.7.11 Any provision of the Contract which contemplates performance or observance subsequent to any termination or expiration of the Contract, including those provisions relating to the obligations of Contractor in connection with the Transition Assistance, shall survive any termination or expiration of the Contract and continue in full force and effect. Page 20 of 43 13.7.12 All media releases, public announcements, and public disclosures by either Party relating to the Contract or the subject matter of the Contract, including promotional or marketing material, shall be coordinated with and approved by the other Party prior to release. 13.7.13 Time is of the essence in the Contract. If any date of significance hereunder falls upon a Saturday, Sunday, or legal holiday, such date shall be deemed moved forward to the next day which is not a Saturday, Sunday or legal holiday. Saturdays, Sundays and legal holidays shall not be considered business or working days. 13.7.14 Priority of documents (in case of any conflict among the RFP, the proposal and the contract, the priority shall be to the contract first, any addenda released for this RFP second, the RFP third and the proposal last. Any exceptions to the RFP made by proposer are not accepted unless affirmatively agreed to in writing by the District. 13.7.15 Every notice, approval, consent or other communication authorized or required by the Agreement awarded pursuant to this RFP shall not be effective unless same shall be in writing and sent via hand delivery or overnight delivery (with a receipt), directed to the other party at its address provided below or such other address as either party may designate by notice from time to time in accordance herewith: If to Contractor: With copy to: (information to be provided upon award and execution of contract) If to the District: With copy to: The School Board of Duval County, Florida Office of Legal Services 1701 Prudential Drive 1701 Prudential Drive, Room 653 Phone: (904) 390-2115 Jacksonville, FL 32207 Attn: Superintendent Nikolai P. Vitti, Ed.D. Phone: (904) 390-2111 Notwithstanding the foregoing, the parties agree that all communications relating to the day-to-day activities shall be exchanged between the respective representatives of the District and the Contractor in writing promptly upon commencement of the services. Once so designated, each partys representative shall coordinate communications and processes as needed for the purposes of conducting the services set forth in the Agreement, as well as the process for routine or administrative communications. For purposes of the District representative for the day-to-day activities, the District Administrator shall be the Executive Director of Business Services. 13.7.16 Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure the Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual for firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other Page 21 of 43 consideration, contingent upon or resulting from the award or making of the Agreement. For the breach or violation of these provisions, the District shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 13.7.17 Pursuant to District Policy all bidders, proposers, consultants, and contractors are required to disclose the names of any of their officers, directors, agents, or employees who serve as agents or principals for the bidder, proposer or contractor, and who within the last two (2) years, have been or are employees of the District. And all bidders, proposers, consultants, and contractors are required to disclose the name of any District employee who owns, directly or indirectly, any interest in the Contractors business. Such disclosures will be in accordance with current District policies, but will include, at a minimum, the name of the former District employee, a list of the positions the employee held in the last two (2) years of his or her employment with the District, and the dates the employee held those positions. By its signature of the Agreement, Contractor certifies to the District that there are no names to disclose to the District pursuant to this section. 14.0 FEDERAL AND STATE TAX: The District is exempt from federal and state taxes for tangible personal property. The Contractor doing business with the District will not be exempted from paying sales tax to its suppliers for materials to fulfill contractual obligations with the District, nor will any Contractor be authorized to use the Districts Tax Exemption Number in securing such materials. 15.0 FORCE MAJEURE: Whenever a vendors place of business, mode of delivery or source of supply has been disrupted by acts of government, God, civic commotion, or war, it shall be the responsibility of the vendor to promptly advise the Director of Purchasing Services, in writing, as to the extent of this disruption and its probable effect upon this contract. If, in the opinion of DCPS, the disruption presented is commensurate with the conditions established herein, DCPS may elect to modify delivery/service timelines, renegotiate the contract in whole or in part, or cancel any open orders. The vendor will be given written notification of all decisions made. While the decision of DCPS shall be final, the goal will be a solution that is mutually beneficial. 16.0 WARRRANTY Labor and materials shall be warranted free from defects for a period of 24 months after final DCPS acceptance. Failures during the warranty period shall be adjusted, repaired, or replaced at no cost Page 22 of 43 to DCPS. Contractor shall respond to DCPSs request for warranty service within 24 hours of the initial call. At the end of final start-up/testing, when equipment and systems are operating satisfactorily to DCPS, Engineer (when applicable) and Commissioning Agent (when applicable), DCPS shall sign certificates certifying that EMCS is operational and has been tested and accepted. The date of DCPSs acceptance shall be the start of the warranty period. All available software, graphics, database, and firmware updates shall be provided to DCPS at no charge during the warranty period. 16.1 All hardware and software shall become the property of DCPS, including: Graphic files As-built drawing Operation & Maintenance manuals Software databases Programming databases Configuration files Software licenses 17.0 CONFLICT OF INTEREST: 17.1 All Proposers must disclose the name of any officer, director, or agent who is also an employee of the District. All Proposers must disclose the name of any District employee who owns, directly or indirectly, any interest in the Proposers business or any of its branches. 17.2 Non-Collusion Statement / Public Domain I, the Proposer, attest that I have not divulged, discussed, or compared this proposal with any other Proposers and have not colluded with any other Proposers in the preparation of this proposal in order to gain an unfair advantage in the award of this proposal. All information contained herein is part of the public domain as defined in the Public Records Act, Chapter 119, Florida Statutes. 18.0 INSURANCE REQUIREMENTS: 18.1 Description of the CONTRACTOR Required Insurance. Without limiting any of the other obligation or liabilities of the CONTRACTOR, the CONTRACTOR shall (and shall also require of any of its Page 23 of 43 subcontractors) at the CONTRACTORs sole expense, procure, maintain and keep in force the amounts and types of insurance conforming to the minimum requirements set forth herein. Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of the Agreement by the District and shall be maintained in force throughout the term of the Agreement. 18.2 Workers Compensation/Employers Liability. The Workers Compensation/Employers Liability insurance provided by the CONTRACTOR shall conform to the requirements set forth herein. (a) The CONTRACTORs insurance shall cover the CONTRACTOR (and to the extent its Subcontractors and Sub-subcontractors are not otherwise insured, its Subcontractors and Sub- subcontractors) for those sources of liability which would be covered by the latest edition of the standard Workers Compensation policy, as filed for use in the State of Florida by the National Council on Compensation Insurance (NCCI), without any restrictive endorsements other than the Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those which are required by the State of Florida, or any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for the Florida Workers Compensation Act, where appropriate, coverage is to be included for the Federal Employers Liability Act and any other applicable federal or state law. (b) The policy must be endorsed to waive the insurers right to subrogate against DCPS, and its members, officials, officers and employees in the manner which would result from the attachment of the NCCI Waiver Of Our Right To Recover From Others Endorsement (Advisory Form WC 00 03 13) with DCPS, and its members, officials, officers and employees scheduled thereon. (c) Subject to the restrictions of coverage found in the standard Workers Compensation policy, there shall be no maximum limit on the minimum amount of coverages for liability imposed by the Florida Workers Compensation Act or any other coverage customarily insured under Part One of the standard Workers Compensation policy. The amount of coverage for those coverages customarily insured under Part Two of the standard Workers Compensation policy (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 Each Accident $1,000,000 Disease - Each Employee $1,000,000 Disease - Policy Limit 18.3 Commercial General Liability. The Commercial General Liability insurance provided by the Page 24 of 43 CONTRACTOR shall conform to the requirements hereinafter set forth: (a) The CONTRACTORs insurance shall cover those sources of liability which would be covered by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida by the Insurance Services Office (ISO) without any restrictive endorsements other than those which are required by the State of Florida, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements) and those described below which would apply to the Services contemplated under the Agreement. The coverage may not include restrictive endorsements which exclude coverage for liability arising out of: Sexual molestation, Sexual abuse or Sexual misconduct. The coverage may include restrictive endorsements which exclude coverage for liability arising out of: Mold, fungus, or bacteria Terrorism Silica, asbestos or lead (b) The limits to be maintained by the CONTRACTOR (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence (c) The CONTRACTOR shall include DCPS and the DCPSs members, officials, officers and employees as additional insureds on the Commercial General Liability coverage. The coverage afforded such additional insureds shall be no more restrictive than that which would be afforded by adding DCPS and the DCPSs members, officials, officers and employees as additional insureds on the latest edition of the Additional Insured Owners, Lessees or Contractors - Scheduled Person or Organization endorsement (ISO Form CG 20 10) filed for use in the State of Florida by the Insurance Services Office. (d) Except with respect to coverage for property damage liability, or as otherwise specifically authorized in the Agreement, the general liability coverage shall apply on a first dollar basis without application of any deductible or self-insured retention. The coverage for property damage liability shall be subject to a maximum deductible of $1,500 per occurrence. The CONTRACTOR shall pay on behalf of DCPS or the DCPSs member, official, officer or employee any such deductible or self-insured retention applicable to a claim against DCPS or Page 25 of 43 the DCPSs member, official, officer or employee for which the DCPS or the DCPSs member, official, officer or employee is insured as an additional insured. 18.4 Business Auto Liability. The automobile liability insurance provided by the CONTRACTOR shall conform to the requirements hereinafter set forth: (a) The CONTRACTORs insurance shall cover the CONTRACTOR for those sources of liability which would be covered by Section II of the latest occurrence edition of the standard Business Auto Coverage Form (ISO Form CA 00 01) as filed for use in the State of Florida by ISO without any restrictive endorsements other than those which are required by the State of Florida, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements). Coverage shall include all owned, non-owned and hired autos used in connection with the Agreement. (b) The DCPS and the DCPSs members, officials, officers and employees shall be included as additional insureds in a manner no more restrictive than that which would be afforded by designating the DCPS and the DCPSs members, officials, officers and employees as additional insureds on the latest edition of the ISO Designated Insured (ISO Form CA 20 48) endorsement. (c) The limits to be maintained by the CONTRACTOR (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 Each Occurrence - Bodily Injury and Property Damage Combined 18.5 Professional Liability. The professional liability insurance provided by the CONTRACTOR shall conform to the requirements hereinafter set forth: (a) The professional liability insurance shall be on a form acceptable to the DCPS and shall apply to those claims which arise out of Services performed by or on behalf of the CONTRACTOR pursuant to the Agreement which are first reported to the CONTRACTOR within four years after the expiration or termination of the Agreement. (b) If the insurance maintained by the CONTRACTOR also applies to services other than Services under the Agreement, the limits of insurance maintained by the CONTRACTOR shall not be less than $1,000,000 per claim/annual aggregate. If the insurance maintained by the CONTRACTOR applies exclusively to the Services under the Agreement, the limits of insurance maintained by the CONTRACTOR shall not be less than $1,000,000 per Page 26 of 43 claim/annual aggregate. (c) Except as otherwise specifically authorized in the Agreement, the insurance may be subject to a deductible not to exceed $15,000 per claim. (d) The CONTRACTOR shall maintain the professional liability insurance until the end of the term of the Agreement. Through the use of an extended discovery period or otherwise, the insurance shall apply to those claims which arise out of professional services, prior to the expiration or termination of the Agreement which are reported to the CONTRACTOR or the insurer within four years after the expiration or termination of the Agreement . 18.6 Evidence of Insurance. Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of the Agreement by DCPS and shall be maintained in force throughout the term of the Agreement. The CONTRACTOR shall provide evidence of such insurance in the following manner: 1. As evidence of compliance with the required Workers Compensation/Employers Liability, Commercial General Liability, Business Auto Liability, and Professional Liability, the CONTRACTOR shall furnish DCPS with a fully completed satisfactory Certificate of Insurance such as a standard ACORD Certificate of Liability Insurance (ACORD Form 25) or other evidence satisfactory to DCPS, signed by an authorized representative of the insurer(s) providing the coverage. The Certificate of Insurance, or other evidence, shall verify that Workers Compensation/Employers Liability contains a waiver of subrogation in favor of DCPS, identify the Agreement, and provide that DCPS shall be given no less than thirty (30) days written notice prior to cancellation. 2. As evidence of the required Additional Insured status for DCPS on the Commercial General Liability insurance, the CONTRACTOR shall furnish DCPS with: (a) a fully completed satisfactory Certificate of Insurance, and a copy of the actual additional insured endorsement as issued on the policy, signed by an authorized representative of the insurer(s) verifying inclusion of DCPS and the DCPSs members, officials, officers and employees as Additional Insureds in the Commercial General Liability coverage; or (b) the original of the policy(ies). Page 27 of 43 3. Until such time as the insurance is no longer required to be maintained by the CONTRACTOR as set forth in the Agreement, the CONTRACTOR shall provide DCPS with renewal or replacement evidence of the insurance in the manner heretofore described no less than thirty (30) days before the expiration or termination of the insurance for which previous evidence of insurance has been provided. 4. Notwithstanding the prior submission of a Certificate of Insurance, copy of endorsement, or other evidence initially acceptable to DCPS, if requested by DCPS, the CONTRACTOR shall, within thirty (30) days after receipt of a written request from DCPS, provide DCPS with a certified copy or certified copies of the policy or policies providing the coverage required by this Section. The CONTRACTOR may redact or omit, or cause to be redacted or omitted, those provisions of the policy or policies which are not relevant to the insurance required under the Agreement. 18.7 Qualification of the CONTRACTORs insurers. 1. Insurers providing the insurance required by the Agreement for the CONTRACTORs must either be: (1) authorized by a subsisting certificate of authority issued by the State of Florida to transact Insurance in the State of Florida, or (2) except with respect to coverage for the liability imposed by the Florida Workers Compensation Act, an eligible surplus lines insurer under Florida Statutes. 2. In addition, each such insurer shall have and maintain throughout the period for which coverage is required, a Bests Rating of A- or better and a Financial Size Category of VII or better according to A. M. Best Company. 3. If, during the period when an insurer is providing the insurance required by the Agreement, an insurer shall fail to comply with the foregoing minimum requirements, as soon as the CONTRACTOR has knowledge of any such failure, the CONTRACTOR shall immediately notify DCPS and immediately replace the insurance provided by the insurer with an insurer meeting these requirements. Until the CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to DCPS, the CONTRACTOR shall be in default of the Agreement. 18.8 The CONTRACTORs Insurance Primary and Non-Contributory. The insurance provided by the CONTRACTOR pursuant to the Agreement shall apply on a primary basis to, and shall not require contribution from, any other insurance or self-insurance maintained by DCPS or the DCPSs member, official, officer or employee. Page 28 of 43 18.9 The CONTRACTORs Insurance As Additional Remedy. Compliance with the insurance requirements of the Agreement shall not limit the liability of the CONTRACTOR, or its Subcontractors or Sub-subcontractors, employees or agents to DCPS or others. Any remedy provided to DCPS or the DCPSs members, officials, officers or employees by the insurance shall be in addition to and not in lieu of any other remedy available under the Agreement or otherwise. 18.10 No Waiver by DCPS Approval/Disapproval. Neither approval by DCPS nor failure to disapprove the insurance furnished by the CONTRACTOR shall relieve the CONTRACTOR of the CONTRACTORs full responsibility to provide the insurance as required by the Agreement 19.0 INDEMNIFICATION / HOLD HARMLESS AGREEMENT: 19.1 The Contractor shall, in addition to any other obligation to indemnify the Duval County School Board and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the District, its agents, officers, elected officials, employees and volunteers from and against all claims, actions, liabilities, losses (including economic losses), and costs arising out of any actual or alleged bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting from, or any other damage or loss arising out of, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the work; or violation of law, statute, ordinance, governmental administration order, rule or regulation by the Contractor in the performance of the work; or liens, claims or actions made by the Contractor or any subcontractor or other party performing the work. 19.2 The indemnification obligations hereunder shall not be limited to any extent on the amount, type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' compensation acts, disability benefit acts, other employee benefit acts or any statutory bar. 19.3 Any costs or expenses, including attorney's fees, incurred by the District to enforce the Agreement shall be borne by the Contractor. 19.4 The Contractor recognizes the broad nature of this indemnification and hold harmless article, and voluntarily makes this covenant and expressly acknowledges the receipt of TEN DOLLARS ($10.00) payable upon receipt of first invoice and other good and valuable consideration provided by the District in support of this indemnification in accordance with the laws of the State of Florida. This article will survive the termination of the Contract.