Title 1 Equitable Services for Private Schools Students Extended Learning Opportunities or Tutoring

EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive, Suite 322 FAX: (904)858-4868 Jacksonville, FL 32207 November 21, 2023 Damian Harvey Believe to Achieve Educational Services, LLC 515 N. Flagler Drive, Suite P-300 West Palm Beach, Florida 33401 RE: RFP No. 25-23/TW- Title 1 Equitable Services for Private Schools Students Extended Learning Opportunities or Tutoring On Monday, July 10, 2023 The School Board of Duval County Public Schools approved the award for RFP No. 25-23/TW - Title 1 Equitable Services for Private Schools Students Extended Learning Opportunities or Tutoring. The Board action authorized the contract for the period of July 1, 2023 through June 30, 2024. In accordance with Section 16 of the RFP, Insurance Requirements, please forward an updated copy of your insurance certificate.

If you have any questions about this award, please contact Terrence Wright at (904) 858-4859. Thank you for your interest in Duval County Public Schools. Terrence Wright, Director DCPS Purchasing Services cc Nicole Micheau Master Bid File http://www.duvalschools.org/ EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive, Suite 322 FAX: (904)858-4868 Jacksonville, FL 32207 November 21, 2023 Ms. Joan Grejdus Catapult Learning, LLC 150 Rouse Blvd, Suite 210 Philadelphia, PA 19112 RE: RFP No. 25-23/TW- Title 1 Equitable Services for Private Schools Students Extended Learning Opportunities or Tutoring On Monday, July 10, 2023 The School Board of Duval County Public Schools approved the award for RFP No. 25-23/TW - Title 1 Equitable Services for Private Schools Students Extended Learning Opportunities or Tutoring. The Board action authorized the contract for the period of July 1, 2023 through June 30, 2024. In accordance with Section 16 of the RFP, Insurance Requirements, please forward an updated copy of your insurance certificate. If you have any questions about this award, please contact Terrence Wright at (904) 858-4859. Thank you for your interest in Duval County Public Schools. Terrence Wright, Director DCPS Purchasing Services cc Nicole Micheau Master Bid File http://www.duvalschools.org/ EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive, Suite 322 FAX: (904)858-4868 Jacksonville, FL 32207 November 21, 2023 Marcey Ayers FACTS Education Solutions, LLC 121 South 13th Street Suite 201 Lincoln, NE 68508 RE: RFP No. 25-23/TW- Title 1 Equitable Services for Private Schools Students Extended Learning Opportunities or Tutoring On Monday, July 10, 2023 The School Board of Duval County Public Schools approved the award for RFP No. 25-23/TW - Title 1 Equitable Services for Private Schools Students Extended Learning Opportunities or Tutoring. The Board action authorized the contract for the period of July 1, 2023 through June 30, 2024. In accordance with Section 16 of the RFP, Insurance Requirements, please forward an updated copy of your insurance certificate. If you have any questions about this award, please contact Terrence Wright at (904) 858-4859. Thank you for your interest in Duval County Public Schools. Terrence Wright, Director DCPS Purchasing Services cc Nicole Micheau Master Bid File http://www.duvalschools.org/ EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive, Suite 322 FAX: (904)858-4868 Jacksonville, FL 32207 November 21, 2023 Ryan Patenaude FEV Tutor, Inc. 500 W Cummings Park, Suite 2700 Woburn, MA 01801 RE: RFP No. 25-23/TW- Title 1 Equitable Services for Private Schools Students Extended Learning Opportunities or Tutoring On Monday, July 10, 2023 The School Board of Duval County Public Schools approved the award for RFP No. 25-23/TW - Title 1 Equitable Services for Private Schools Students Extended Learning Opportunities or Tutoring. The Board action authorized the contract for the period of July 1, 2023 through June 30, 2024. In accordance with Section 16 of the RFP, Insurance Requirements, please forward an updated copy of your insurance certificate. If you have any questions about this award, please contact Terrence Wright at (904) 858-4859. Thank you for your interest in Duval County Public Schools. Terrence Wright, Director DCPS Purchasing Services cc Nicole Micheau Master Bid File http://www.duvalschools.org/ EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive, Suite 322 FAX: (904)858-4868 Jacksonville, FL 32207 November 21, 2023 Rahul Reddy Tutored by Teachers, Inc. 2093 Philadelphia Pike #7265 Claymont, DE 19703 RE: RFP No. 25-23/TW- Title 1 Equitable Services for Private Schools Students Extended Learning Opportunities or Tutoring On Monday, July 10, 2023 The School Board of Duval County Public Schools approved the award for RFP No. 25-23/TW - Title 1 Equitable Services for Private Schools Students Extended Learning Opportunities or Tutoring. The Board action authorized the contract for the period of July 1, 2023 through June 30, 2024. In accordance with Section 16 of the RFP, Insurance Requirements, please forward an updated copy of your insurance certificate. If you have any questions about this award, please contact Terrence Wright at (904) 858-4859. Thank you for your interest in Duval County Public Schools. Terrence Wright, Director DCPS Purchasing Services cc Nicole Micheau Master Bid File http://www.duvalschools.org/ AGREEMENT BETWEEN THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA, AND BELIEVE TO ACHIEVE EDUCATIONAL SERVICES, LLC This Agreement ("this Agreement" herein) is dated July 10, 2023 and effective July 1, 2023 (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 Believe To Achieve Educational Services, LLC., a Florida limited liability company authorized to transact business in Florida ("Contractor"). WI T N E S S ET H: Whereas, the District issued a Request For Proposals No. 25-23/TW, dated May 4, 2023, relating to Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring along with Addendum No. 1 dated May 19, 2023 (collectively, the "RFP"), which RFP is attached and incorporated herein by this reference as Exhibit A; and Whereas, after free and open competition, Contractor submitted a cost proposal (attached hereto and incorporated herein by this reference as Exhibit 8), for the Board's consideration for the right to provide services pursuant to the RFP (the "Proposal"); and Whereas, the Contractor is interested in and capable of performing the desired Title I Instructional Services for Private School Students (hereafter further defined as the "Services") for the District, and the District desires to have the Contractor perform the Services on a non-exclusive basis; and Whereas, the parties have reached an agreement on the Services to be performed and the payment for the same, and therefore wish to set forth this understanding in writing in the Agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: ARTICLE I SCOPE OF SERVICES 1.1 The recitals set forth above are true and correct and are incorporated into the Agreement by this reference. 1.2 The parties agree that the purpose of this Agreement is that the Contractor shall fully, timely, and continuously provide the District the Services (Exhibit A, Sections 2.0 - 2.9 in a manner in accordance with the District's objectives set forth in the RFP and this Agreement). The description of the contract documents and the priority in the event of any conflict or ambiguity among these documents is as set forth in section 13. 7.16 of the RFP. 1.3 The Contractor is, and shall at all times be, an independent contractor under this Agreement and not an agent of the District. Nothing in this Agreement nor any actions taken by or arrangements entered into between the parties in accordance with the provisions of this Agreement 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. 1.4 The District will make decisions about the delivery of Services to participating students in consultation with the private schools as reflected in the Service delivery model. The Contractor will carry out the provisions as outlined in the Service delivery model according to the Elementary and Secondary Education Act of 1965 Section 1117. ARTICLE II TERM, COMMENCEMENT AND RENEWAL 2.1 Pursuant to Addendum No. 1, this Agreement term is from the Effective Date through August 31, 2024 (subject, however, to availability of lawfully appropriated funds for each District fiscal year). The Agreement may thereafter be renewed for three (3) additional one (1) year periods, with the same terms and conditions as the original Agreement, at the sole discretion of the District. 2.2 Any provision of this Agreement that contemplates performance or observance subsequent to any termination or expiration of this Agreement, including those provisions relating to the obligations of Contractor in connection with the Transition Assistance, shall survive any termination or expiration of this Agreement and continue in full force and effect. ARTICLE Ill COMPENSATION 3.1 The compensation to be paid to Contractor for the instructional services pursuant to Article I is an hourly rate of sixty-nine dollars ($69.00) with an associated administrative cost of seven percent (7%) as set forth on Attachment ,!;! of the Cost Proposal form. 3.2 The maximum obligated amount under this Agreement shall be as set forth in the contract documents; 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 approved and executed supplemental agreement(s). ARTICLE IV TERMINATION 4.1 This Agreement may be terminated as set forth in section 11.0 of the RFP. ARTICLE V COMMUNICATION; NOTICES 5.1 Pursuant to section 13.7.14 of the RFP, the Contractor's address for notices as follows: If to the Contractor: Believe to Achieve Educational Services, LLC Attn: Damian Harvey 515 N. Flagler Drive, Suite P-300 West Palm Beach, FL 33401 5.2 Pursuant to section 13.7.14 of the RFP, 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. The District's Contract Administrator is: Duval County Public Schools Attn: Executive Director, Federal Programs 1701 Prudential Drive Jacksonville, Florida 32207 ARTICLE VI PERSONNEL 6.1 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 2 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. 6.2 The Contractor agrees and represents that all of the Services required hereunder shall be performed by the Contractor as identified in the Proposal. 6.3 All the personnel assigned by the Contractor and any subcontractor shall be authorized under federal, state and local laws to perform such Services, whether by appropriate license, registration, or certification or other authorization. 6.4 The Contractor agrees that it will remove (within a mutually agreed upon period of time) from assignment under this Agreement any individual in its employ, if, after the matter has been reviewed jointly by the District and the Contractor, the District requests such action in writing. Any such removal shall not necessarily reflect on the capabilities or competence of the individual so removed. Nothing herein shall affect the status or responsibilities of the Contractor as an independent contractor solely responsible for the method, manner and means chosen by it to perform hereunder. ARTICLE VII MISCELLANEOUS 7.1 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. 7.2 Order of Preference. In the event of any conflict between or among the provisions of this Agreement and those of any exhibit attached hereto or of any amendment, the priority, in decreasing order of precedence shall be: 1) provisions in this Agreement; and 2) exhibits to this Agreement. This Agreement documents consist of this expressly written Agreement, Exhibit A. (the RFP) and Exhibits B (Contractor's response). In the event of a conflict or ambiguity within this Agreement, then precedence shall be given in the following order: This Agreement as expressly written, the RFP (Exhibit A) and the Contractor's response to the RFP (Exhibit B). 7.3 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. 7.4 Any and all of Contractor's exceptions to the RFP set forth in its Proposal are stricken in their entirety and void except as may be specifically addressed in this Agreement. 7.5 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 Effective date. 3 Witnesses: By: • ' . Name: Israel Dtosta By ~~~ Name: ,J==o ATTEST: By: _____ -w~---- Dr. Dana Kriznar, uperintendent Of Schools and x-Officio Secretary to the Board FonTI~pro~~ By:~ Office of General Counsel Believe to Achieve Educational Services, LLC By: -:7:) _..:- ~ -, Name: Damian Harvey Title: fxern,Uve Director L CFO Approved by the Board: July 10, 2023 4 EXHIBIT A RFP No. 25-23/TW shall immediately follow this page 5 REQUEST FOR PROPOSALS {RFP) RFP NO. 25-23/TW Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring DUVAL c,oUJNTV PUIBiLIC IC:IHOOLS RFP Release Date: May 4, 2023 Deadline for Written Questions: May 18, 2023, 4:00 p.m. EDT Proposals Opened: June 1, 2023, 2:00 p.m. EDT Committee Evaluation: June 8, 2023 Board Award: June or July 2023 DUVAL COUNTY PUBLIC SCHOOLS Purchasing Services Department 1701 Prudential Drive Jacksonville, Florida 32207 RFP No. 25-23fTW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring Duval County Public Schools 1701 Prudential Drive Jacksonville, FL 32207-3235 Purchasing Services 1701 Prudential Drive Jacksonville, FL 32207-3235 ATTACHMENT A ill 11 DUVAL COUNTY PUBLIC SCHOOL& Request for Proposals (RFP) Required Response Form www .duvalschools.org PHONE: (904) 390-2000 TDD: (904) 390-2898 PH: (904) 858-4848 FAX: (904 858-4868 Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring RFP No. 25-23/TW This response must be submitted to Duval County Public Schools, Purchasing Services, 1701 Prudential Drive, Jacksonville, FL 32207, no later than 2:00 p.m. EDT on June 1, 2023, and plainly marked RFP No. 25-23/TW. Responses are due and will be opened at this time. Responses received after 2:00 p.m. EDT on the date due will not be considered. 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. 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 Proposal, 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. A signature is required. Page 1 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring ITEMS TO BE RETURNED WITH PROPOSAL: 1. Required Response Form - Attachment A Page 1 of 30 2. Cost of Services - Attachment B Note: In accordance with section 4.3, please submit proposal as follows: 1. One (1) manually signed original 2. Six (6) USB Flash Drives in .pdf format Proposals to be delivered to: 1701 Prudential Drive, Suite 322 Jacksonville, Florida 32207 Page 2 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring DUVAL COUNTY PUBLIC SCHOOLS RFP: Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring RFP No. 25-23/TW INDEX 1.0 Introduction 2.0 District Objectives/Scope of Services 3.0 Ex Parte Communication 4.0 Preparation and Submission Requirements 5.0 Familiarity With District and Additional Information 6.0 Time Schedule 7.0 District's Rights and Reservations 8.0 Proposal Format and Evaluation Criteria 9.0 Proposal Evaluation Process 10.0 Replacement of Contractor Staff 11.0 Cancellation of Award/Termination 12.0 Default 13.0 Legal Requirements 14.0 Federal and State Tax 15.0 Conflict of Interest 16.0 Insurance Requirements 17.0 Indemnification/Hold Harmless Agreement 18.0 Public Records Law 19.0 Permits and Licenses 20.0 Public Entity Crimes 21.0 Assignment of Contract and/or Payment 22.0 Agreement 23.0 Dispute (Solicitation or Award) 24.0 Disclaimer 25.0 Office of Economic Opportunity (OEO) Encouragement Page 3 of 30 RFP No. 25-23rrW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring ATTACHMENTS: A. Required Response Form - Page 1 of 30 B. Cost Proposal Form -Attachment B C. Office of Economic Opportunity Proposed Schedule of Participation -Attachment C EXHIBITS: 1. 2022-2023 Names and Address of Participating Not-For-Profit Schools 2. Member Evaluation Worksheet 3. Composite Federal Forms Page 4 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring 1.0 1.1 DUVAL COUNTY PUBLIC SCHOOLS RFP: Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring RFP No. 25-23/TW INTRODUCTION: Purpose: The purpose and intent of this Request for Proposals ("RFP") is to seek proposals from interested, available and qualified firms for the provision of Title I Instructional Services for Private School Students. Participating schools will have a choice of equitable services they would like to implement using their Title I funds for eligible students. Participating schools also have the option of selecting from vendors for the provision of Instructional Services. An agreement will then be entered for the selected firm ("Contractor") to provide the described services for targeted schools participating in the Title I grant project in Duval County Public Schools ("DCPS" or the "District"). 1.2 General Information about District Schools: 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 District's 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 and operates 171 facilities, including administrative areas, elementary schools, middle schools, high schools, and specialized schools. The District serves approximately 110,000 students (the student population changes annually). At 99 elementary schools, 3 grades K-6 schools, 2 grades K-8 schools, 24 middle schools, 2 grades 6-12 schools, 19 high schools, 6 exceptional student centers, 1 virtual school, 7 alternative schools, 33 charter schools, and additional administrative facilities. The administration of this Contract is a function of the District's Title I Department. All post-award communications shall be directed to the Executive Director of Federal Programs. For more information about the District, please visit www.duvalschools.org on the internet. 2.0 SCOPE OF SERVICES/EXTENDED LEARNING: Private Schools can engage students eligible for Title I, Part A services in Extended Learning Opportunities. Extended Learning opportunities include one-on-one tutoring, one-on-many tutoring, summer enrichment, Saturday School, before school tutoring, or learning opportunities that occur outside of normal school hours. Services can occur before, during, or after school. Private schools may work with the district to engage a staff member for additional services outside of normal work hours or select a 3rd party contractor for tutoring services that will occur during the day. Services will be performed by a 3rd Party Contractor (Contractor). A 3rd party contractor can be a company or an individual at the school is contracted via the Local Education Agency (LEA) to provide services. Extended learning includes student tutoring or instruction that is provided before school, after school, or via push in services during the school day. Instruction can be provided one-on-one or one-on­ many as determined in consultation with the school and LEA. This RFA serves the purpose of providing a Contractor selection list for schools to select from. It is Page 5 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring 2.1 important to note that individual schools can recommend internal staff members to perform services. Contractor Responsibilities: 1. The Contractor shall provide services to eligible students in participating private schools to ensure the equitable provision of instructional services as described in the Service Delivery Plan developed by DCPS in consultation with the private school. 2. The Contractor shall support the improvement of academic achievement of eligible students in the Title I, Part A Program. Students with the highest needs are required to be prioritized. 3. The Contractor shall provide instruction in alignment to the Service Delivery Plan for the school. Ideally, each tutoring or instructional session should be a minimum of 30 minutes. Sessions should be designed to be provided for a sustained period of time so the student can benefit from the greatest impact of services. Once a student starts to receive services, termination of services would be due to the student meeting the academic target, parent removal from the service, the student's transition to another school, or school decision with LEA notification. 4. The Contractor shall develop an instructional learning plan for each student. This learning plan would be preceded with a pre-test, formative assessments, and a post test. Tutoring under this Title is sustained and not "drop-in" or "one-time" services for students. The services would be for an amount of time as outlined in the Service Delivery Plan for achievement of academic targets. 5. The Contractor shall provide supplemental instructional services in reading/language arts, math, science, and the social sciences. 6. The Contractor shall ensure services are provided to the school in alignment to the agreed-on schedule without interruption. The Contractor will be responsible for providing substitutes in the event their employees are not available to provide services. The Contractor will be responsible for notifying the school and LEA in the event of an emergency that services are not able to be provided. Notification shall be timely, so the school has the flexibility to contact parents, arrange transportation, and/or arrange replacement support in the event the Contractor is not able to fulfill the service obligation. 7. The Contractor shall ensure services are provided to the school in alignment to the agreed-on schedule without interruption. The Contractor will be responsible for providing substitutes in the event their employees are not available to provide services. The Contractor will be responsible for notifying the school and LEA in the event of an emergency that services are not able to be provided. Notification shall be timely, so the school has the flexibility to contact parents, arrange transportation, and/or arrange replacement support in the event the Contractor is not able to fulfill the service obligation. 8. The School will implement Parent and Family Engagement activities and the Contractor will provide input for parent sessions to the school. Parents will be engaged in an overview parent meeting, so they understand the aspects of the program and additional parent and family engagement activities that are decided on in consultation. The allocation for parent and family engagement shall be no less than 1% of each school's equitable share. 9. The Contractor agrees to maintain control of all students in the program and ensure a physically safe environment from the time students arrive, and are dismissed by the school official, or the parent/guardian. If the services are provided virtually, the school administrator will work in collaboration with the vendor to ensure control of students and online safety in accordance to school, state, and federal guidelines. 10. The Contractor shall be paid for instructional time with students. Student attendance is mandatory for compensation. 11. The Contractor will be provided with up to 5 hours per month for documented time connecting extended student services to instructional practices at the school. Page 6 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring 12. The Contractor will provide the certification, licensure, or qualifications of all employees in the form of a resume to the LEA. 2.2 Services Facilitated by the School: If services are provided by private school teachers/employees of the school, services are required to be provided outside of school hours when the employee is not being compensated by the school. Full-time employees are not permitted to provide push-in services during regular school operating hours. 2.3 Student Instruction: 1. The term of services is between July 1 to June 30 of the applicable grant project year. 2. The Contractor shall provide services between 7 a.m.- 6 p.m. on the weekdays. Services can be provided on Saturdays if agreed on during the development of the Service Delivery Plan. LEA Pre-approval and Service Delivery Plan alignment is required for services to be provided outside of this timeframe. 3. Tutoring services can be delivered virtually, blended, or face-to-face. 4. Students are not permitted to be pulled out of core subject areas. 5. Administrative supervision is required for services. Supervision is expected face to face or virtually. 2.4 Appropriate Educational Materials: 2.5 2.6 1. In general, Title I or other benefits, including materials and equipment, must be secular, neutral, and non-ideological. All equipment purchased with federal funds belongs to that federal project and not to the school. (ESEA section 1117(a)(2)) 2. The Contractor or service provider shall ensure evidence-based comprehensive materials are utilized. Monitoring: 1. All students shall complete a pre-test and post-test. Test results shall be submitted to the Title I department within thirty (30) days of identification and post-test results will be provided at the end of the school year or within thirty (30) days of the student's completion of the program, whichever comes first. The assessment instrument is required to be reliable and valid for the grade levels in which it is being used. 2. After the commencement of services, the Contractor shall monitor student progress and provide monthly updates to the private school and LEA reflecting the performance of each student. 3. The District Title I Office shall monitor the implementation of services by visiting each eligible school site as needed to verify services have occurred and are on-going as stated in this contract for participating eligible students. Student Records: The Contractor shall keep reports/documentation on file for a five-year period following the close of any fiscal year. All files are required to meet FERPA requirements. Such reports/documentation will become the property of the District Title I office upon conclusion of the contract. 2.7 Supporting Documentation: 1. The Contractor or service provider shall submit itemized invoices to the Duval County Public School Title I office by the 15th of each month for the services provided during the preceding calendar month showing the following fees: Instructional, Administrative, Parental Engagement, and Staff Development. Staff development costs are not associated with Page 7 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring 2.8 services initiated by the school. Services should end by June 1 with the final invoice being submitted June 15 of the grant project year. 2. Administrative Costs are allowable and documentation supporting the administration of the program is required. If a school is securing services through the LEA, an administrative cost will not be applied. 3. The Contractor shall provide DCPS with supporting documentation with each invoice. The supporting documentation shall include: a. Staff member attendance rosters with principal's signature b. Student attendance records c. Class roster of eligible students d. Individual student portfolio (one piece monthly) e. Teacher/Tutor Schedule f. Teacher/Tutor instructional plans (daily, weekly, or monthly) g. Student folders h. Student progress reports i. Pre-test j. Post-test k. Documentation of any parent conferences, meetings, or trainings I. Instructional Plans for each student m. Documentation of teacher professional development and meetings with school staff as applicable 4. Parent Family Engagement activities must be submitted no later than 15 days after the activity is held. Activities are required to be reasonable, allowable, and necessary. Documentation includes parent advertisements, parent sign-in sheets, sample instructional materials, and participant evaluation forms. Program Evaluation: 1. The Contractor will be required to administer and document pre and post test scores documenting the effectiveness of the supplemental instruction. The instrument used for the pre, and post-test must be approved by the district prior to testing. 2. Parent and Family Engagement events shall include a parent evaluation component. The LEA can provide a survey template for parents and families as needed. 3. The Contractor or service provider will be required to provide a comprehensive End-of-Year Program Evaluation Report. This report will include a comprehensive program review with aggregated data for the school site, aggregated data for each grade level, and disaggregated data for each student. The evaluation report will also include an overview of Parent and Family Engagement. This is due by June 30th and is a requirement with the final payment request. 2.9 Related Services: When DCPS requires related instructional services for private school students that are not a part of the Scope of Services herein, DCPS may, at its sole discretion, elect to negotiate with the contractor to procure those services from the contractor in accordance with this contract or may elect to procure elsewhere. If DCPS elects to procure the service(s) from the contractor, a separate contract will be executed and separate purchase order(s) will be issued, if required. Additionally, DCPS may elect to negotiate with awarded contractors to procure any tutoring services in accordance with this contract. Page 8 of 30 RFP No. 25-23ffW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring 3.0 EX PARTE COMMUNICATION: 4.0 4.1 4.2 4.3 Ex parte communication, whether verbal or written, by any potential Respondent or representative of any potential Respondent to this RFP with District personnel involved with or related to the RFP, other than as designated in this document, is strictly prohibited. Violation of this restriction may result in the rejection/disqualification of the Respondents' proposal. Ex parte communication, whether verbal or written, by any potential Respondent or representative of any potential Respondent to this RFP with Board members is also prohibited and will result in the disqualification of the Respondent. 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 District's existing contract(s) for the materials or services addressed in this RFP (but in no event shall any existing vendor intending to submit a proposal initiate communications to any member(s) of the School Board of Duval County, Florida; it being understood such communication initiated by a vendor under these circumstances would not be in the ordinary course of business). PREPARATION AND SUBMISSION REQUIREMENTS: Proposals not conforming to the instructions provided herein will be subject to disqualification at the sole option of the District. All proposals must be received no later than 2:00 p.m. (EDT), on June 1, 2023. Official time for the purpose of RFP opening will be calibrated using http://www.timeanddate.com/worldclock/results.html?query=jacksonville. 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, 1701 Prudential Drive, Jacksonville FL 32207. Any proposal received after the stated time and date or at other locations will not be considered. One signed original, and six (6) copies on USB Flash Drive. (6 USB Flash Drives to be submitted) of the complete proposal must be sealed and clearly labeled "REQUEST FOR PROPOSAL: Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring" 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 signed original shall be 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. 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. USB Flash Drives 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 USB Flash Drive or photocopied will NOT be considered. The original document will be used solely for official record keeping purposes. 4.4 Potential Proposers shall not contact, by written or verbal communication, .illJ.Y District employee 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. Page 9 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring 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 Terrence Wright, Purchasing Services in writing via e-mail at wrightt@duvalschools.org. The deadline for such questions or requests will be 4:00 p.m., EDT on Thursday, May 18th , unless otherwise extended in writing by the District. Questions or requests for clarification received after the deadline will NOT be addressed. Note that Proposers are requested to submit questions regarding this RFP for the District's clarification via issued Addenda, instead of Proposer's taking exceptions to any terms or conditions of this RFP within the submitted proposal. 4.5 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 one hundred twenty (120) 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 Proposer's proposal, the Proposer shall also irrevocably deliver a completed and properly signed Attachment A. Upon completion of the award process and within three (3) business days of the School Board's completion of the award process at its duly called meeting the required insurance certificate must be delivered. (see Section 16.0 of this RFP). 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 work 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 it is familiar with all conditions. The failure to familiarize itself with the sites shall in no way relieve him or her from any obligations with respect to the proposal. 6.0 TIME SCHEDULE: The District will attempt to adhere to the following time schedule: Thursday, May 4, 2023, RFP Release Thursday, May 18, 2023, at 4:00 p.m. (EDT) Deadline for questions Thursday, June 1, 2023, at 2:00 p.m. (EDT) Proposal Opening Thursday, June 8, 2023, Committee Evaluation Board Award, June or July 2023 Inquiries regarding the status of a proposal must not be made prior to the posting of award recommendation. The District reserves the right to schedule a pre-proposal conference(s) as necessary to encourage competition and serve to advance the best interests of the District. 7.0 DISTRICT'S 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 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. Page 10 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring 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 discontinue negotiations and to negotiate and recommend award to the next highest ranked Proposer or subsequent Proposer(s) until an agreement is reached. G. The District reserves the right to require presentations/interviews with the highest ranked respondents. If presentations/interviews are deemed necessary, the District will notify the affected respondents by email not later than seven business days prior to their respective scheduled presentation/interview. 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 the information in your proposal. Proposers are encouraged to provide tab separations for each item. Proposals received which do not address ALL items and sub-items listed in this section may be considered nonresponsive. A. Required Response Form: (Attachment A) Submit with all required information completed and all signatures as specified. No points are assigned to this required item. B. EXPERIENCE AND REFERENCES: (25 points) Provide the following general information about your firm: 1. List a minimum of three (3) previous, educational/institutional contracts providing similar services during the past five (5) years. Include names, titles, phone numbers and valid email addresses. Additionally, list a minimum of three (3) current educational/institutional contracts {distinct from those above) together with contact names and valid contact information as listed above. Provide a brief outline of each contract with information regarding services performed and any other information deemed relevant. List any contracts which have been terminated early or upon renewal within the past five (5) years. Explain the reason for early termination or non-renewal and include contact names, titles, phone numbers and email addresses. Note: References should include Florida-based accounts as well as accounts from other states 2. Provide a brief description of all lawsuits that are pending and/or filed against the proposer over the last five (5) years and any disciplinary action taken against the proposer. 3. Provide information on any legal or regulatory violations, pending, current or previous investigations by any regulatory agencies the firm has been involved with in the last five (5) years. C. ORGANIZATION AND KEY PERSONNEL: (20 points) Identify the management and office support team that will be responsible for providing the required instructional services. Detailed resumes are required for the primary account manager and other key personnel who will be assigned to the District account. General information is required for management/administrative personnel at the regional and corporate levels (if applicable). Indicate the specific individual who would serve as the day-to-day contact and be responsible for the operation of the overall program. Describe any potential conflicts of interest your firm may have in the management of this account. Provide an organizational chart and a plan for the replacement of management staff. D. FIRM'S CAPABILITIES AND APPROACH TO SERVICES: (25 points) Provide a narrative which profiles the background, experience, business philosophy and qualifications of the responding firm. Discuss the approach to be used in providing all of the services as described in Section 2.0. Include: 1) an outline of how you would structure the program Page 11 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring 2) the staff that you would utilize and their role and availability for this program 3) your plan for the recruitment/replacement of staff 4) your plans for documenting activities 5) your quality control procedures 6) the role of your management team in communicating/coordinating effectively with DCPS staff and others involved with this instructional services program E. PROGRAM COST: (30 points) Complete and submit the Cost Proposal Form (Attachment B). NOTE TO RESPONDENTS: The hourly rate shall be all-inclusive. There shall be no charge for mileage, lunchtime, instructional materials and supplies or administrative costs. The District will only pay for documented direct time in contact with students. F. OEO COMPLIANCE STATEMENT (Attachment C): Submit with all signatures as specified. This is a required submittal. No points are assigned to this required item. 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 the RFP. The Proposer's complete response will be reviewed and evaluated by the Evaluation Committee. 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. 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 respective 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 revisions to or removal of 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. Note section 4.4 above, where Proposers are requested to submit questions during the addendum process instead of taking exceptions within the proposal to the terms and conditions in this RFP. 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. A recommendation agenda item will be submitted to the Superintendent of Schools, Duval County, Florida. The Superintendent will then recommend to the School Board the award or rejection of any and/or all proposal(s). The School Board will then award or reject any or all proposal(s). 10.0 REPLACEMENT OF CONT ACTOR STAFF: Replacement personnel must have, at a minimum, credentials equivalent to the individuals whom they replace. Resumes of replacement management personnel may be required to be submitted to the Page 12 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring District for review. 11.0 CANCELLATION OF AWARD/TERMINATION: 11.1 Cause: In the event the Contractor either willfully or unintentionally violates any of the provisions of the Contract, the Superintendent or designee shall give written notice stating the deficiencies. The Contractor shall provide to the District its action plan within two (2) business days after the District's notification, and the Contractor shall have ten (10) business days after the District's initial notice to complete the cure set forth in its action plan. 11.2 Convenience: The District reserves the right to terminate any contract resulting from this RFP, at any time and for any reason, upon giving no less than sixty (60) calendar days prior written notice. If said Contract should be terminated for convenience as provided herein, the District shall be relieved of all obligations under said Contract. 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 District's payments to the Contractor forms the consideration for the District's termination for convenience not being available to Contractor. In the event of the District's termination of the Contract, the District (in its sole election) may also require the Contractor to provide the transition assistance as set forth in Section 11.6 of this RFP. 11.3 Breach of contract resulting in termination of the Contractor for cause may result in the Contractor being debarred from future solicitations pursuant to School Board Policy 7.70. 11.4 FORCE MAJEURE: Whenever the Contractor's 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 Contractor to promptly send written notice to the District's Director of Purchasing Services, as to the extent of this disruption and its probable effect upon this Contract. If, in the opinion of the District, the disruption presented is commensurate with the conditions established herein, the District may elect to modify delivery/service timelines, renegotiate the Contract in whole or in part, or cancel all or any portion of the Contract. The Contractor will be given written notification of all decisions made. The decision of the District shall be final, and the District's objective will be a solution that is mutually beneficial. 11.5 Notwithstanding anything to the contrary herein, each payment obligation of the District created by the Contract is conditioned upon the availability of funds that are appropriated or allocated for the payment of services. If such funds are not allocated and available, the Contract may be terminated by the District at the end of the period for which funds are available. The District shall notify the Contractor at the earliest possible time before such termination. No penalty shall accrue to the District in the event this provision is exercised, and the District shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. 11.6 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 five (5) additional calendar months on a month-by-month basis at the District's sole and unilateral election) on the same terms and conditions set forth in the Contract (the "Transition Assistance"). 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. 12.0 DEFAULT: In the event that the Contractor breaches the Contract, the District reserves the right to seek any and all remedies in law and/or in equity. Page 13 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring 13.0 LEGAL REQUIREMENTS: 13.1 It shall be the responsibility of the Contractor to be knowledgeable of and adhere to the requirements of any Federal, State, County and local laws and ordinances, rules, and regulations that in any manner affect the items covered herein which may apply. Lack of knowledge by the Contractor shall 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 H: (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 The District is committed to a policy of providing equal job opportunities on public contracts and prohibiting discrimination against any employee, applicant, or Subcontractor. Accordingly, 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 Contractor's performance under the Contract on account of a person's actual or perceived identity with regard to race, color, religion, gender or gender identity, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her actual or perceived identity with regard to race, color, religion, gender or gender identity, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics, be denied the benefits of, or be subjected to discrimination, or be denied access and services, under any provision of the Contract. 13.3 Respondents 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 with and be responsible for all costs associated with the Jessica Lunsford Act, which became effective on September 1, 2005 (if applicable). 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 Sections 1012.32, 1012.465 and 1012.467 Florida Statutes and any other applicable Section(s). In 2013, the Florida Legislature amended Section 1012.467 F.S. to create a requirement for a uniform, statewide identification badge to be worn at all times by non-instructional Contractors when on school grounds. The cost of the badge may not exceed ten dollars ($10.00) per badge, per employee. After the implementation of the initial badge, Contractors shall replace the badges concurrently with the re­ fingerprinting of employees. The associated cost of the uniform, statewide badge shall be the responsibility of the Contractor. The Contractor shall report any arrest for a disqualifying offense within forty-eight (48) hours of the arrest. Failure of the Contractor/ Contractor's employee to report an arrest for any disqualifying offense within 48 hours is a felony of the third degree punishable as provided in Section 775.082 or Section 775.083 F.S. 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. 13.6 Representations and Warranties Page 14 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring 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. 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. 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 Publicity. Contractor shall not use the District's name, logo or other likeness in any public event, press release, marketing materials or other public announcement without receiving the District's prior written approval. Contractor shall not host or stage events at District locations without receiving prior approval by the District contract administrator. 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 therefrom shall be interpreted and enforced in accordance with the laws of Florida and it shall be binding upon and inure 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 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 District's reasonable attorneys' fees and costs for any matter arising under Section 10.10 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 In the event any provision specified herein is held or determined by a court of competent jurisdiction to be illegal, void or in contravention of any applicable law, the remainder of the Contract shall remain in full force and effect. 13.7.5 Nothing herein shall be deemed that the District alters, limits, waives, or expands the provisions and limitations of section 768.28, Florida Statutes. Except as otherwise provided by Florida Law, neither the execution of the Contract by the District nor any other conduct, action or inaction of any District representative relating to the Contract is a waiver of sovereign immunity by the District. 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. Page 15 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring 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 The provisions in this RFP and all contract documents, which by their nature are intended to survive the expiration, cancellation, or termination of the Contract, including, by way of example only, the Indemnification, Insurance, and Confidentiality provisions, shall survive the expiration, cancellation or termination of the Contract. 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. Contractor shall not host or stage events at District locations without receiving prior approval by the District contract administrator. 13.7.13 Time shall be of the essence as to all provisions of 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 Every notice, approval, consent, or other communication authorized or required by the Contract 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 directed to the Contractor as established promptly after the award of the Contract pursuant to this RFP. Either party may change the address by written notice to the other party from time to time in accordance herewith If to District: School Board of Duval County, Florida 1701 Prudential Drive Jacksonville, Florida 32207 Phone: (904) 390-2115 Attn: Superintendent With copy to: Office of General Counsel 1701 Prudential Drive Jacksonville, FL 32207 Phone: (904) 390-2032 13. 7 .15 Gratuities and Kickbacks. Any employee or any official of the District, elective or appointive, who shall take, receive, or offer to take or receive, either directly or indirectly, any rebate, percentage of contract, money, or other things of value, as an inducement or intended inducement, in the procurement of business, or the giving of business, for, or to, or from, any person, partnership, firm or corporation, offering, proposing for, or in the open market seeking to make sales to the District, shall be deemed guilty of a felony and upon conviction such persons shall be punished to the full extent of the law. Every person, firm, or corporation offering to make, or pay, or give, any rebate, percentage of contract, money, or other things of value, as an inducement or intended inducement, in the procurement of business, or the giving of business, to any employee or official of the District, elective or appointive, in his efforts to proposal for, offer for sale, or to seek in the open market to make sales to the District, shall be deemed guilty of a felony and upon conviction such persons shall be punished to the full extent of the law. It is the policy of the District to not accept gifts, gratuities, or favors of any kind or of any value whatsoever from vendors, members of the staff, or families. 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 Contract, and that it has not paid or agreed to pay any person, Page 16 of 30 RFP No. 25-23rTW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring company, corporation, individual or firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of the Contract. Contractor further warrants that it, nor any of its directors, employees, officers, or agents, nor any of Contractor's respective subsidiaries or affiliates, has taken, is currently taking or will take any action in furtherance of an offer, payment, promise, gifts or anything else of value, directly or indirectly, to anyone to improperly influence or otherwise secure any improper advantage in procuring business in relation to the Contract. For the breach or violation of these provisions, the District shall have the right to terminate the Contract without liability and/or, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 13. 7 .16 In the event of any conflict among the documents, the order of priority of the contract documents shall be as follows: First, to any executed Contract resulting from the award of this RFP. Second, Addenda (if any) released for this RFP, with the latest Addendum taking precedence. Third, the RFP, and Last, the awardee's Proposal. 13.7.17 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. No payment shall be made for travel. Each payment obligation of the District created by the agreement is conditioned upon the availability of funds that are appropriated or allocated for the payment of services or products. If such funds are not allocated and available, the agreement may be terminated by the District at the end of the period for which funds are available. The District shall notify the Contractor at the earliest possible time before such termination. No penalty shall accrue to the District in the event this provision is exercised, and the District shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. 13. 7 .18 Pursuantto 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 Contractor's 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. 13.8 Employment Eligibility Pursuant to the provisions of section 448.095, Florida Statutes, the parties agree to the following. For purpose of this section, the term "contract" includes this Agreement and any contract between the Contractor and any of Contractor's Subcontractor(s): a) Beginning January 1, 2021, the District, the Contractor, and any of Contractor's Subcontractor(s) shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees. The District, the Contractor, and any of Contractor's Subcontractor(s) may not enter into a contract unless each party to the contract registers with and uses the E-Verify system. b) 1. If the Contractor enters into a contract with a Subcontractor, the Subcontractor must provide the Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with an unauthorized alien. 2. If the District has a good faith belief that a Subcontractor knowingly violated this subsection, But the contractor otherwise complied with this subsection, then the District shall promptly notify the Contractor and order the Contractor to immediately terminate the contract with Page 17 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring the Subcontractor. 3. A contract terminated under subparagraph 1. Or subparagraph 2. Is not a breach of contract and may not be considered as such? a) 1. The District, the Contractor, or any of the Contractor/s Subcontractors who has a good faith belief that a person or entity with which it is contracting has knowingly violated s.448.09 (1 ), Florida Statues shall terminate the contract with the person or entity. 2. If the District has a good faith belief that a Subcontractor knowingly violated this subsection, But the Contractor otherwise complied with this subsection, the District shall promptly notify the Contractor and order the Contractor to immediately terminate the contract with the sub­ contractor. 3. A contract terminated under subparagraph 1. Or subparagraph 2. Is not a breach of Contract and may not be considered as such. d) The District, Contractor, or any of Contractor's Subcontractor(s) may file an action with a circuit county court to challenge a termination under paragraph (c) no later than 20 calendar days after the date on which the contract was terminated. e) If the District terminates the Agreement with Contractor under paragraph (c), the Contractor may not be awarded a public contract for at least 1 year after the date on which the Agreement was terminated. f) The Contractor is liable for any additional costs incurred by the District as a result of the termination of a contract. 13.9 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 five (5) additional months on a month-by-month basis at the District's sole and unilateral election) on the same terms and conditions set forth in the Contract (the "Transition Assistance"). The provisions of the section will not apply if the Contract is terminated by the Contractor based on an uncured event of default by the District. 13.10 Indemnification/ Hold Harmless Agreement: 13.10.1 The Contractor shall, in addition to any other obligation to indemnify the School board of Duval County, Florida, and to the fullest extent permitted by law, protect, defend, indemnify and hold Harmless the 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 to loss of use resulting from, or any other damage or loss arising out of, 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. 13.10.2 Contractor represents that it has all intellectual property rights necessary to enter into and perform its obligations in the Agreement Contractor will indemnify and hold harmless the District from liability of any nature of kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performance of the Agreement, including its use by the District. If contractor uses any design, device, materials or works covered by letters, service mark, trademark, patent, copyright, or any other intellectual property right, it is mutually agreed and understood without exception that the proposal prices will include all royalties or costs arising from the use of such design, device or materials in any way involved in the work. Contractor shall defend, indemnify and hold the District and its successors and assigns harmless from and against all third-party claims, suits and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) Page 18 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring incurred as a result of (1) infringement by Contractor of any third- part patent, copyright or trademark of (ii) misappropriation by Contractor of any third-party trade secret in connection with any of the foregoing. 13.10.3 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 benefits acts, other employee benefit acts or any statutory bar. 13.10.4 Except as may otherwise be expressly set forth herein, each party shall be responsible to pay its own attorney's fees (including paralegal and any other fees) and all costs arising from disputes under the contract. 13.10.5 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. 13.10.6 This article will survive the termination of the Contract. 13.11 Additional Legal Requirements 1. Termination. The District reserves the right to terminate the Agreement at any time and for any reason upon giving thirty (30) days' notice to the Contractor. If the Agreement is terminated for convenience as provided herein, the District will be relieved of all obligations under said Agreement and the District will be required to pay that amount of the Agreement actually performed to the date of termination. 2. Subcontractors. If Contractor is permitted to subcontract any of the work set forth in the Agreement, Contractor shall ensure that each Subcontractor complies with all provisions of the Agreement. Contractor will remain liable for the acts and omissions of such Subcontractor(s) and the proper performance and delivery of the products and/or services set forth in the Agreement. 3. Public Records Laws. The Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. Contractor understands the broad nature of these laws and agrees to comply with Florida's public records laws and laws relating to records retention. In compliance with section 119.0701, Florida Statutes, Contractor agrees to: a. Keep and maintain public records required by the District in order to perform the service. b. Upon request from the District's custodian of public records, provide the District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in the Chapter 119, Florida Statues or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the District. d. Upon completion of the Agreement, transfer, at no cost, to the District all public records in possession of Contractor or keep and maintain public records required by the District to perform the service. If Contractor transfers all public records to the District upon completion of the Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of the Agreement, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the District, upon request of the District's custodian of public records, in a format that is compatible with the information technology systems of the District. Page 19 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS (THE DISTRICT'S CONTRACT ADMINISTRATOR) AT THE ADDRESS AND PHONE NUMBER BELOW. Niki Micheau, e-mail at micheaun@duvalschools.org (904) 390-2123 4. Non-Discrimination. 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 Contractor's performance under the Agreement on account of a person's actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics, be denied the benefits of, or be subjected to discrimination, or be denied access and services, under any provision of the Agreement. 5. Severability. 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 which 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. 6.Assignment. Neither the Agreement nor any portion thereof may be assigned by Contractor, in whole or in part, without the prior written consent of the District. 7. Notices; Agency Administrator. Every notice, approval, consent, or other communication authorized or required by this Agreement 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: To be set forth in the final awarded contract If to District: The School Board of Duval County, Florida 1701 Prudential Drive Jacksonville, Florida 32207 Phone: (904) 390-2115 Attn: Dr. Diana Greene, Superintendent With copy to: Office of General Counsel c/o 1701 Prudential Drive Room 340 Jacksonville, FL 32207 Phone: (904) 390-2032 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, which representatives shall be designated by the parties in writing promptly upon commencement of the Services. Once so designated, each party's 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. The parties shall also reasonably cooperate as to the development (including content and format) of the invoicing and any reports to be provided by Contractor as part of the services. For purposes of the District's representative for the day-to-day activities, the District's Administrator shall be: Page 20 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring Duval County Public Schools Attn: Niki Micheau, Executive Director, Federal Programs 1701 Prudential Drive Jacksonville, FL 32207 (904) 390-2123 14.0 FEDERAL AND STATE TAX: Employment taxes: The Contractor shall comply with all matters relating to the timely payment of all taxes (Federal, State, and local) and payroll taxes, unemployment taxes or contributions or other Federal or State employment taxes. The Contractor shall indemnify, defend, and hold District harmless from any liability for any required tax responsibilities. Tangible taxes: The District is exempt from Federal and State taxes for tangible personal property. The Contractor's doing business with the District shall not exempt Contractor from paying sales tax to its suppliers for materials to fulfill contractual obligations with the District, nor shall Contractor be authorized to use the District's Tax Exemption Number in securing such materials. 15.0 CONFLICT OF INTEREST: 15.1 Pursuant to the District's Policy, all proposers 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 proposer or contractor in any capacity related to procurement of services under this RFP, and who within the last two (2) years, have been or are employees of the District. And all proposers and contractors are required to disclose the name of any District employee who owns, directly or indirectly, any interest in the Contractor's business. Such disclosures will be in accordance with current District policies, but will include, at a minimum, the name of the former District's 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 they held those positions. By its signature of the Agreement, the Contractor shall certify to the District that there are no names to disclose to the District pursuant to this section, unless Contractor provided the names when Contractor Submitted its response to the RFP. 15.2 Non-Collusion Staterent / Public Domain I, the Proposer, attests 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. 16.0 INSURANCE REQUIREMENTS: A. Without limiting any of the other obligations or liabilities of the vendor/contractor, the vendor/contractor shall, at its 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 this Agreement by the District and shall be maintained in force throughout the term of this Agreement. 1. Workers' Compensation/Employers Liability: The Workers' Compensation and Employers' Liability insurance provided by the vendor/contractor shall conform to the requirements set forth herein. a. The vendor/contractor insurance, or self-insurance, shall cover the vendor/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 Page 21 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring (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 shall be included for the Federal Employers' Liability Act and any other applicable federal or state law. b. The policy must be endorsed to waive, or for self-insurance the Contractor hereby agrees to waive, the insurer's right to subrogate against the District, 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 the District, 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 amount of coverage 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 minimum amount of coverage for those coverage's 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 $1,000,000 $1,000,000 Each Accident Disease - Each Employee Disease - Policy Limit d. The vendor/contractor may be relived of providing Workers' Compensation coverage provided an exemption form is submitted from the State of Florida Division of Workers Compensation stating the vendor/contractor is exempt from the insurance requirement under F.S. 440. 2. Commercial General Liability. The Commercial General Liability insurance provided by the vendor/contractor shall conform to the requirements hereinafter set forth: a. The vendor/contractor's 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 this Agreement. 1) The coverage may not include restrictive endorsements which exclude coverage for liability arising out of: Sexual molestation, Sexual abuse or Sexual misconduct. 2) 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 minimum limits to be maintained by the vendor/contractor (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: Page 22 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring $1,000,000 General Aggregate $1,000,000 Products/Completed Operation Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence c. The vendor/contractor shall include the School Board of Duval County, Florida, and its members, officials, officers, and employees as "additional insured's" on the Commercial General Liability coverage. The coverage afforded such additional insured's shall be no more restrictive than that which would be afforded by adding the School Board of Duval County, Florida, and its members, officials, officers and employees as additional insured's on the latest edition of the Additional Insured - Owner's, 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. The vendor/contractor shall pay on behalf of the School Board of Duval County, Florida, or its member, official, officer or employee any such deductible or self-insured retention applicable to a claim against the School Board of Duval County, Florida, or its member, official, officer or employee for which the School Board of Duval County, Florida or its member, official, officer or employee is insured as an additional insured. 3. Business Auto Liability. The automobile liability insurance provided by the vendor/contractor shall conform to the requirements hereinafter set forth: a. The vendor/contractor's insurance shall cover the vendor/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 this Agreement. b. The School Board of Duval County, Florida, and its members, officials, officers, and employees shall be included as "additional insured's" in a manner no more restrictive than that which would be afforded by designating the School Board of Duval County, Florida, and its members, officials, officers and employees as additional insured's on the latest edition of the ISO Designated Insured (ISO Form CA 20 48) endorsement. c. The minimum limits to be maintained by the vendor/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 B. EVIDENCE OF INSURANCE. Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of this Agreement by the District and shall be maintained in force throughout the term of this Agreement. The vendor/contractor shall provide evidence of such insurance in the following manner: 1. As evidence of compliance with the required Workers' Compensation and Employer's Liability, Commercial General Liability, Business Auto Liability, and Professional Liability, the vendor/contractor shall furnish the District with a fully completed satisfactory Certificate of Insurance such as a standard ACORD Certificate of Liability Insurance (ACORD Form 25) or other evidence satisfactory Page 23 of 30 RFP No. 25-23/TW, Title I Equitable Services for Private School Students Extended Learning Opportunities or Tutoring to the District, signed by an authorized representative of the insurer(s) providing the coverage. The Certificate of Insurance, or other evidence, shall verify that Workers' Compensation/Employer's Liability contains a waiver of subrogation in favor of the School Board of Duval County, Florida, identify this Agreement, and provide that the underwriter shall endeavor that the District shall be given no less than thirty (30) days' written notice prior to cancellation. 2. As evidence of the required Additional Insured status for the District on the Commercial General Liability insurance, the vendor/contractor shall furnish the District 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 the School Board of Duval County, Florida and its members, officials, officers, and employees as Additional lnsured's in the Commercial General Liability coverage. b. An original copy of the policy (or policies) upon reasonable request by the District. 3. Until such time as the insurance is no longer required to be maintained by the vendor/contractor as set forth in this Agreement, the vendor/contractor shall provide the District 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 the District, if requested by District, the vendor/contractor shall, within thirty (30) days after receipt of a written request from the District, provide the District with a certified copy or certified copies of the policy or policies providing the coverage required by this Section. The vendor/contractor may redact or omit those provisions of the policy or policies which are not relevant to the insurance required under this Agreement. C. INSURERS QUALIFICATIONS/REQUIREMENTS: 1. Insurers providing the insurance required by this Agreement for the vendor/contractor must either be: a. Authorized by a subsisting certificate of authority issued by the State of Florida to transact insurance in the State of Florida, or b. An eligible surplus lines insurer under Florida Statutes. (Except with respect to coverage for the liability imposed by the Florida Workers' Compensation Act). 2. In addition, each such insurer shall have and maintain throughout the period for which coverage is required, a Best's Rating of "A-" or better and a Financial Size Category of "VII" or better according to A. M. Best