Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup

I AGREEMENT BETWEEN THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA, AND UNITED DATA TECHNOLOGIES, INC. This Agreement is made and entered into effective July 1, 2023 (the "Effective Date"), and is by and between The School Board of Duval County, Florida, a body politic and corporate, with an address at 1701 Prudential Drive, Jacksonville, FL 32207 (the "District"), and United Data Technologies, Inc., a Florida corporation, with an address at 2900 Monarch Lakes Blvd., Suite 300, Miramar, FL 33207 (the "Contractor"). The District and Contractor may be referred to in this Agreement singularly as a "Party" and collectively as the "Parties". WI T N E S S E T H: Whereas, the District issued RFP No. 11-23/LM and all attachments thereto, dated on or about October 10, 2022, entitled "Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup"; issued Addendum No. 1 on or about October 28, 2022; and, issued Addendum No. 2 on November 3, 2022; copies of

which are attached hereto and incorporated herein by this reference as composite Exhibit A (hereinafter referred to collectively as the "RFP"); Whereas, after free and open competition, Contractor submitted a proposal in response to the RFP, a copy of which is attached hereto and incorporated herein by this reference as Exhibit B, and was selected as the best responsive and responsible Contractor by the District (the "Proposal"); Whereas, the Contractor is interested in and capable of performing the desired Services for the District and the District desires to have the Contractor perform the Services; 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 this Agreement. Whereas, the District is authorized to enter into contracts which the District has competitively procured and awarded pursuant to Board Policy 7.70 and State Rule 6A-1.012 (7), F.A.C. 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 this Agreement by this reference. 1.2 The parties agree that the purpose of this Agreement is that the Contractor shall fully and timely provide the District the Services in a manner in accordance with the District's objectives set forth in the RFP and this Agreement. The contract documents consist of this Agreement, the RFP, and the Proposal. In the event of any conflict or ambiguity among these documents, the priority set forth in section 13.7.16 of the RFP shall apply. ARTICLE II COMMENCEMENT AND RENEW AL 2.1 See section 2.3 of the RFP with the initial term commencing from July 1, 2023, through September 30, 2024 (subject, however, to the availability of lawfully appropriated funds for each District fiscal year). The Contract may thereafter be renewed for four (4) additional one (1) year periods, upon the consent and agreement of both parties. 2.2 The Services shall commence according to the schedule set forth in the RFP, unless the District notifies the Contractor otherwise in writing. ARTICLE III COMPENSATION 3.1 The compensation for the initial term commencing on July 1, 2023 and ending on September 30, 2024, is not to exceed the sum of TWO MILLION FOUR HUNDRED NINETY-ONE THOUSAND ONE HUNDRED AND 00/100 DOLLARS ($2,491,100.00). ARTICLE IV TERMINATION 4.1 This Agreement may be terminated as set forth in section 11 of the RFP. ARTICLE V COMMUNICATIONS; RECORDS; NOTICES 5.1 The Contractor shall provide records and information and fully cooperate (notwithstanding any Contractor claims of trade secrets, proprietary or confidential information) with the District as to all matters pertaining to any and all legal, audit, administration, and compliance requirements relating to the Services and the contract documents. 5.2 The District's and Contractor's addresses for notices are as follows: If to the District: School Board of Duval County, Florida Attn: Superintendent 1701 Prudential Drive Jacksonville, Florida 32207 Phone: (904) 390-2115 If to the Contractor: United Data Technologies, Inc. Attn: Bill Merchant 2900 Monarch Lakes, Blvd., Suite 300 Miramar, FL 33027 (850) 251-1976 2 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 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. Contractor's management and personnel shall be consistent with the Contractor's proposal as provided during the Request for Proposal and selection process and shall not be removed or replaced without the Owner's written consent. 6.3 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. 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 All of Contractor's exceptions to the RFP set forth in its Proposal, if any, are stricken in their entirety and void except as may be specifically addressed in this Agreement. 7.2 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. {Signatures on Following Page} 3 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. ATTEST: By: -"'.rJ'---t----\:,-----=-------=---­ Dr. Diana Greene, Superintendent of Schools and Ex-Officio Secretary to The Board Form Approved: By: J.,~ Office-OfGneralCounsel UNITED DATA TECHNOLOGIES, INC. :Fettt@cfo :Fernattdeu By: Fernando Fernandez {Mar 16, 202312:25 EDT} Printed Name: Fernando Fernandez Title: CFO THE SCHOOL BOARD OF DUVAL COUN Approved by Board on April 4, 2023. 4 EXHIBIT A RFP NO. 11-23/LM Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup ADDENDUM NO. 1 ADDENDUM NO. 2 EXHIBITB CONTRACTOR PROPOSAL RECOMMENDATION FOR AWARD April 4, 2023, Regular Board Meeting Title 13. PURCHASE, INSTALLATION, CONFIGURATION, AND MAINTENANCE OF UNINTERRUPTIBLE POWER SUPPLY (UPS) BATTERY BACKUP Recommendation That the Duval County School Board approve the RFP NO. 11-23/LM for Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup with United Data Technologies, Inc. for the amount not to exceed $2,491,100.00 for the period of July 1, 2023 through September 30, 2024. There are four (4) additional one (1) year renewals remaining. That the Duval County School Board authorize the Board Chairman or Vice Chairman, and the Superintendent, to execute the agreement contingent upon form approval by the Office of General Counsel. That the Duval County School Board delegate authority to the Superintendent to execute subsequent annual renewals upon the same terms and conditions, the availability of funding for the renewal period, and upon form approval by the Office of General Counsel. Description This contract was a competitive solicitation for Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup for schools and administration sites to provide for the following: • Orion Power Systems Network Pro RTX2 2000VA/2000Watt UPS • Orion 2200 Replacement Battery • Orion Power Systems DC3000RTX1HVNC 3000VA/3000Watt UPS • Orion 3000 Replacement Battery • Orion 1500 Replacement Battery Gap Analysis This RFP was initiated to increase the network's functionality, capability, and reliability using cost-effective options for schools and administrative sites, for power stability during power outages, brown outs, and power surges. Previous Outcomes The previous UPS systems could not fully support programs when the network experienced power outages, brown outs, and power surges, resulting in disruptions to testing and online blended learning opportunities, as well as damage to sensitive network equipment. Expected Outcomes To provide each school and administrative site with resilient network power backup to support online testing, CTE Programs, STEM, eSports, and computer labs with increased overall power stability. This stability will allow us to maintain devices and troubleshoot more effectively when power outages, brown outs, and power surges occur. Strategic Plan Goals and Principles Guiding Principle V: The District will provide a culture and climate that improves academic, social, and emotional development. Financial Impact Current Agreement: $2,491,100.00 with an 85% E-Rate reimbursement rate Funding Stream: Funds sources will be from Capital and E-Rate sources. RC Fund Function Object 2750 Technology Infrastructure 37Y099950 Capital Funds Various Various Contact James Culbert, Chief Information Officer, 904-348-7172 Attachments 1. United Data Technologies - Agreement - RFP No. 11-23 (002) - signed DUVAL COUNTY PUBLIC SCHOOLS PURCHASING DEPARTMENT 1701 PRUDENTIAL DRIVE JACKSONVILLE FL 32207 PH (904) 858-4848 FAX (904) 858-4868 DUVA L COUN, T 'f ~VIIUC SCHOO L S- January 17, 2023 Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup RFP NO. 11-23/LM RECOMMENDATION FOR A WARD DATE OPENED: December 81\ 2022 Summary of Protest Policy (Full Policy Text Can Be Found in Board Policy 7.70(V) In a contract procurement process, any person who is adversely affected by the agency Decision or Intended Decision and intends to protest the Decision or Intended Decision, shall file a notice of protest in writing with the school district's Agency Clerk (Executive Director, Office of Policy and Compliance) within seventy-two (72) hours after the posting of the notice of Decision or Intended Decision. A notice of protest should not be filed before the seventy­ two (72) hour period begins. The seventy-two (72) hour period begins upon posting of the Decision or Intended Decision. The notice of protest must be actually received by the Agency Clerk before the seventy-two (72) hour period expires. The seventy-two (72) hour period excludes Saturdays, Sundays, and holidays when the school district' s administrative office is closed. The seventy-two (72) hour period is not extended by service of the notice of protest by mail. Failure to timely file a notice of protest shall constitute a waiver of proceedings under Board Policy and section 120.57(3), Florida Statutes. The notice of protest shall identify the procurement by number and title or any other language that will clearly enable the Agency Clerk to identify it; and it shall state that the person intends to protest the decision. The protester shall file a formal written protest with the Agency Clerk within ten (10) days after the date the notice of protest is filed. Failure to timely file the formal written protest shall constitute a waiver of proceedings under Board Policy and section 120.57(3), Florida Statutes. The ten (10) day period for filing the petition is not extended by service of the petition by mail. Note: The above text is a summary. Please consult Board Policy 7.70, and specifically paragraph (V), for the full text of the policy and protest requirements. The Board Policies are found on the school district's website within the Department titled "School Board." ________ SEE ATTACHED ________ _ -cz:z:~d l~: t~t~r~ E:lOl S'.?.~i((U'.?.'.:; 6!J!S~-q~1JrJ,j '.:;.:JJl} l!CPS Pur (h.:1 sin9 ::;ervicE:s 202:3 ~JfiN 24 AM~]: 15 Ranking 1 2 3 4 5 lZ :Z?'id l ! NtJf, ~~lOl :::~:1!(Lr:1s 6!J!Sl:'I-F)Jrtd '.:;1:[il} Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup RFP NO. 011 -23/LM RFP NO. 11-23-LM EVALUATION COMMITTEE SUMMARY Proposer Available Points Points Attained United Data Technologies, Inc. 300 241 .5 Netsync Network Solutions 300 227 Power & System Innovations Inc 300 155 World Wide Technology 300 128.1 Vector Tech Group 300 114 Recommended Vendor RFP-11-23/LM – Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup Addendum No. 2 ADDENDUM NO. 2 Information only www.duvalschools.org/purchasing Issue Date: November 3, 2022, Phone: 904-858-4859 Buyer: Louis Mitchum Bid Number: RFP-11-22/LM Bid Title: Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup Term of Bid: July 1, 2023, through September 30, 2024, with renewal options Opening: Thursday, November 15th, December 8th, 2022, 2: 00p.m (EDT). Bids received prior to this date and time will be opened in the Conference Room and may not be withdrawn for 120 days after opening. All bids received after the specified date and time will not be considered. Purpose: To answer questions received before the deadline as outlined in section 4.4. To change the opening date. Thursday, December 8th, 2022. Committee Evaluation: November 15th, 2022- January 13th, 2023. 1. Question: Do all forms need manual (wet) signature or can we use an electronic signature? Answer: Electronic Signature is acceptable. 2. Question: Are asking for UPSaaS or truly basic maintenance? Answer: See RFP section 2.1. 3. Question: Do you expect the vendor to monitor the UPS's or Duval County Public School to monitor them and alert the vendor? Answer: DCPS will Monitor. http://www.duvalschools.org/purchasing http://www.duvalschools.org/dcps RFP-11-23/LM – Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup Addendum No. 2 4. Question: Do you expect the vendor to monitor the UPS’s or Duval County PS to monitor them and alert the vendor? Answer: DCPS will monitor. 5. Question: Is Duval County PS seeking maintenance other than the manufacturer's basic maintenance recommendations? Answer: See Section 2.1 or RFP. 6. Question: What type of network connectivity is required for the UPS? Answer: See Section 2.1 of RFP. 7. Question: Are the existing Triplite 2200's still under warranty? Answer: No. 8. Question: Is remote monitoring acceptable as opposed to onsite resource? Answer: See Section 2.1 of RFP. 9. Question: What other responsibilities would this onsite resource have? Answer: See section 2.1 of RFP. 10. Question: Will Duval Schools accept aftermarket sleds for this bid? Answer: See Section 2.1 of RFP. 11. Question: Is it the Schools intention to purchase ups’s now and install all new ups’s and monitor those or is the intention to do an audit of existing ups’s, purchase ups’s later to replace what is needed and then monitor new and existing? Answer: See Section 2.1 of RFP. 12. Question: How many UPS do we need? Then, how many 2000W vs 3000W do we need? Answer: See RFP Section 2.1 and Attachment B. 13. Question: As far as the 3000W,230V request can you please tell me what type of receptacles and the quantity required on site? Answer: Receptacle is 30A L6-30R Twist lock. 14. Question: With a 3000VA/3000-watt UPS at 208 volts, it can only provide a 20 AMP plug(L6-20P), not a 30 amp(L6-30P). It would work at 120V for a 3000VA UPS(L5-30P) and that is electrical code. RFP-11-23/LM – Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup Addendum No. 2 There is no 208-volt 3000VA/3000-watt UPS on the market that will provide this since it goes against NEMA electrical code. If the IT department is looking for a UPS that has a L6-30 plug with L6-30 receptacles, then they need a UPS at the 5000VA-6000VA range. Electrical- 208Volts X 30amps=6,240 watts (UPS is only rated for 3000 watts) I just wanted to bring this to everyone's attention, the last thing we want it for Duval Schools to purchase equipment that will not work with their environment. Please let me know if you have any questions. Answer: See section 2.1 of RFP for Watt ratings. RFP-11-23/LM – Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup Addendum No. 1 ADDENDUM NO. 1 Information only www.duvalschools.org/purchasing Issue Date: October 28, 2022, Phone: 904-858-4859 Buyer: Louis Mitchum Bid Number: RFP-11-22/LM Bid Title: Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup Term of Bid: July 1, 2023, through September 30, 2024, with renewal options Opening: Thursday, November 15th, December 8th, 2022, 2: 00p.m (EDT). Bids received prior to this date and time will be opened in the Conference Room and may not be withdrawn for 120 days after opening. All bids received after the specified date and time will not be considered. Purpose: To answer questions received before the deadline as outlined in section 4.4. To change the opening date. Thursday, December 8th, 2022. Committee Evaluation: November 15th, 2022- January 13th, 2023. 1. Question: Can you provide an approximate of the existing UPS Models, qty and model? Answer: 70% of the existing UPS’s are Triplite 2200 and APC 1500. The remainder at APC 3000. 2. Question: Depending on the APC/Triplite model number the price for the replacement batteries varies. Answer: Refer to the RFP for replace requirements. 3. Question: What is the approximate age of the existing UPS units? Answer: 2 years to 15 years. http://www.duvalschools.org/purchasing http://www.duvalschools.org/dcps RFP-11-23/LM – Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup Addendum No. 1 4. Question: Can you provide specific model numbers of the existing UPS units? Answer: Refer to the RFP for currently used UPS units. 5. Question: In addition to the existing units - do you have an approximate count of any new models required? Answer: Refer to the RFP for criteria for new UPS. 6. Question: Are the new models required intended to replace existing units or are they new installations? Answer: Refer to the RFP for criteria for new UPS. 7. Question: Are all of the existing UPS units connected to the network and will we have remote access to these units to monitor them to determine status? Answer: Arrangements will be made with Network supervisor for access to UPS’s while onsite at DCPS campuses. Refer to RFP for network connectivity criteria for new UPS’s. 8. Question: Are you requesting battery or also a preventative Maintenance? Answer: See Section 2.1 of the RFP. 9. Question: For the new UPS are you requesting preventative maintenance and if so, how many per year? Answer: See Section 2.1 and Attachment B of the RFP. 10. Question: Unit type clarification. On the RFP it states, “The District is looking for UPS that are rated at 2000 Watts, 120 Volt and 20 Amp, 3000 Watts, 230 Volt and 30 Amp”. There are 4 types of UPS systems that meet these criteria, question is: May I please know the preference of unit type for the district? Options withing the requested KVA range: i. Lithium Ion battery UPS system ii. VRLA Battery system (without ability to add extended run) iii. VRLA Battery system (with ability to add extended run) iv. VRLA Battery system with Double online Conversion topology (with ability to add extended run) Answer: See Section 2.1 of the RFP. RFP-11-23/LM – Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup Addendum No. 1 11. Question: Installation request. One the RFP it states: Installation of a UPS includes the following: • Remove existing UPS from Cabinet • Physically install UPS in cabinet. Upon the removal of the UPS system from the cabinet, what is the expectation of the old equipment? • Would you like the offer to have the equipment responsibly/sustainably recycled with R2 & ROIS certification? • Would you like the uninstalled equipment moved to another location on site? • Would you like for the district to be responsible for the disposal of the equipment. Answer: DCPS will follow DCPS Asset retirement processes for uninstalled equipment. 12. Question: As far as the 3000W, 230V request, can you please tell me what type of receptacles (and quantity) are required on each UPS? Answer: Receptacle is 30A L6-30R Twist lock. See attachment B of RFP for Quantities. 13. Question: What is the maintenance term (3yrs/5yr)? Answer: See section 2.3 of the RFP for Contract term. 14. Question: What is the SLA for hardware and services level expectation for replacements? Answer: See Section 8.0 of the RFP for Evaluation Criteria. 15. Question: Will the District provide per unit breakdown by site? For example: Alden Road Exceptional Center has a quantity of 7. How many per SKU? Answer: See attachment B of the RFP. 16. Question: Are terms and conditions negotiable upon receipt of awards? Answer: No. 17. Question: Could please confirm that the UPS systems must be 2000 watts. VA being apparent power and watts being real power, we just want to make sure we bid what is needed. For example, you can have a 2000VA UPS that only offers 1200 watts. Answer: See section 2.1 and Attachment B of the RFP for requirements. 18. Question: Will SNMP cards be needed for remote monitoring? Answer: See Section 2.1 of the RFP for requirements. 19. Question: For the 3000-watt UPS at 230V, can you clarify that it is in fact a 20 amp? Using 30-amp circuit at 230V the lowest KVA rating you usually can use is between a 5-6KVA UPS. Answer: See Section 2.1 for requirements. RFP-11-23/LM – Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup Addendum No. 1 20. Question: For the 3000-watt UPS at 230V, can you verify the input plug needed? And what receptacles and how many you would need on the output? Answer: Receptacle is 30A L6-30R Twist lock. 21. Question: For the battery replacement for the existing UPS systems, are you looking for pricing for the entire replacement module or just the internal batteries using the existing battery modules in place? Answer: See Section 2.1 of the RFP for requirements. 22. Question: Are you able to provide existing APC and Trip Lite models so we can know how many internal batteries each model uses? Answer: See Section 2.1 of the RFP for requirements. 23. Question: For the proposed battery replacements, are you looking for replacement battery modules? (Prebuilt batteries cabinet that the batteries are connected internally in the UPS) or just the batteries without the module? Answer: See Section 2.1 of the RFP for requirements. 24. Question: Will you need to quote 4 or 2 post rail kits, or will you be using the existing mounting gear in place? Answer: See Section 2.1 of the RFP for requirements. 25. Question: What is the current age of the installed UPS? Are any devices still covered by warranty? Answer: 2 to 15 years. 26. Question: What is the current age of the batteries? Answer: 2 to 15 years. 27. Question: How does DCPS propose to pay for periodic maintenance of the currently installed UPS? Would this be a monthly fee per device? Answer: See RFP for terms and conditions. 28. Question: Does DCPS have a required inspection cycle (Annual, 6 months, etc.)? Any tasks to be performed during maintenance? Answer: See Section 2.1 of the RFP for requirements. 29. Question: Does DCPS have a forecast on how many UPS they plan to replace each year? RFP-11-23/LM – Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup Addendum No. 1 Answer: See Section 2.1 and Attachment B of the RFP. 30. Question: Does DCPS have an expected time to respond to a down UPS? Answer: See Section 2.1 of the RFP for Requirements. 31. Question: Does DCPS have an expected response time for a UPS requiring maintenance? Answer: See Section 2.1 of the RFP for requirements. 32. Question: How will service be requested? Will there be email or phone requests? Answer: This will be discussed with the awarded vendor. 33. Question: Once a request has been received what is the required time for support service to be provided? Answer: This will be discussed with the awarded vendor. 34. Question: What are the hours available for servicing the units? Answer: This will be discussed with the awarded vendor. 35. Question: Who will determine if a battery replacement is performed or unit replacement? Will we know this before arriving onsite? Answer: See Section 2.1 of the RFP. 36. Question: Who will determine the serviceability/replacement of the UPS once a failure has occurred? Answer: See Section 2.1 of the RFP. 37. Question: Who will determine when a UPS is at end of life? Answer: See Section 2.1 of the RFP. 38. Question: If a battery replacement is requested and this does not fix the problems what happens then? Will the work be paid for? Answer: See Section 2.1 of the RFP. 39. Question: If battery replacement fails and unit replacement is needed what do we need to do to prove this or document this? Answer: This will be discussed with awarded vendor. 40. Question: If a battery replacement is requested and this does not fix the problems how long do we have to replace the UPS? Answer: This will be discussed with the awarded vendor. RFP-11-23/LM – Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup Addendum No. 1 41. Question: Will we be sent to a site required to be prepared for whatever, if a UPS fails, we have a unit ready to replace at all times? Answer: See Section 2.1 of the RFP. 42. Question: When you ask for battery replacement are you requiring factory battery cartridge replacement or replacing the battery cells within a battery cartridge? Answer: See Section 2.1 of the RFP. 43. Question: Will there be requirements for emergency or after hours/weekend service requirements? Answer: This will be discussed with the awarded vendor. 44. Question: What is the process for contacting the network admin to start, test and complete the service? Answer: This will be discussed with the awarded vendor. 45. Question: Will the awarded bidder be required to connect to the districts network to establish the connectivity? How would this work? Answer: This will be communicated with the awarded vendor. 46. Question: You indicate that documentation of “predetermined information” will be required. What is the “predetermined information” and what steps are needed in this documentation? Answer: This information will be discussed with the awarded vendor. 47. Question: Section 8.0 Paragraph D. indicates the value to district and specifies that the award will be evaluated based on bidders’ response to this. Will awarded contractor be required to maintain lists or asset information during the time of performance? Answer: This will be discussed with the awarded vendor. 48. Question: If we are required to maintain records or lists, what is required? Answer: This will be discussed with awarded vendor. 49. Question: What is considered” standard maintenance”? These systems do not have any maintenance requirements according to the manufacturers. Answer: This will be discussed with the awarded vendor. 50. Question: How will disposal of old systems work? Will they need to be taken to a central location for disposal or asset recording? Can each unit be disposed of after replacement? Answer: This will be discussed with the awarded vendor. DCPS will follow the District’s Asset Retirement process for uninstalled equipment. 51. Question: How will pricing be handled for each year’s renewal? Manufacturers will not keep pricing the same for 5 years. RFP-11-23/LM – Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup Addendum No. 1 Answer: Refer to RFP Section 2.3 Term of Contract. 52. Question: Section 7.0 paragraph G indicates that the District can request interview/presentation for highest ranked respondent, will they give more than seven days’ notice to appear? How soon after the bid deadline would this be scheduled? Answer: See RFP for timeline. If interviews/Presentations are needed, proposers would be given sufficient time to prepare. 53. Question: Once these questions are answered, will there be another opportunity for more questions? Answer: No. RFP N0. 11-23-/LM, Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup REQUEST FOR PROPOSALS (RFP) RFP NO. 11-23/LM Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup RFP Release Date: October 10, 2022 Deadline for Written Questions: October 25,2022, 12:00 noon. (EDT) Proposals Opened: November 10th, 2022, 2:00 p.m. (EDT) Committee Evaluation: November 15th, 2022 Board Award: January 2023 DUVAL COUNTY PUBLIC SCHOOLS Purchasing Services Department 1701 Prudential Drive, Suite 322 Jacksonville, Florida 32207 http://www.duvalschools.org/dcps Page 1 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup ATTACHMENT A Duval County Public Schools www.duvalschools.org 1701 Prudential Drive PHONE: (904) 390-2000 Jacksonville, FL 32207-3235 TDD: (904) 390-2898 Purchasing Services PH: (904) 858-4848 1701 Prudential Drive FAX: (904 858-4868 Jacksonville, FL 32207-3235 Request for Proposals (RFP) Required Response Form Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup RFP No. 11-23/LM This response must be submitted to Duval County Public Schools, Purchasing Services, 1701 Prudential Drive, Suite 322, Jacksonville, FL 32207, no later than 2:00 p.m. EDT on November 10th, 2022, and plainly marked RFP No. 11-23/LM. 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: Required TITLE DATE: CONTACT PERSON: CONTACT PERSON'S ADDRESS: TELEPHONE: FAX: TOLL FREE: INTERNET E-MAIL ADDRESS: INTERNET URL: VENDOR TAXPAYER IDENTIFICATION NUMBER: SPIN# NOTE: Entries must be completed in ink or typewritten. An original signature is required. http://www.duvalschools.org/dcps http://www.duvalschools.or/#g Page 2 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup ITEMS TO BE RETURNED WITH PROPOSAL: 1. Required Response Form – Attachment A Page 1 of 31 2. Cost Proposal Form – Attachment B 3. Office of Economic Opportunity Proposed Schedule of Participation – Attachment C 4. E-RATE Supplemental Terms and Conditions – Attachment D 5. Reference Form – Attachment E 6. Warranty Information – Attachment F 7. Uninterruptible Power Supply (UPS) Specification Documents- (Section 8.0 A.) Note: In accordance with section 4.3, please submit proposal as follows: 1. One (1) manually signed original 2. Two (2) USB Flash Drives in .pdf format Proposals to be delivered to: 1701 Prudential Drive, Suite 322 Jacksonville, Florida 32207 Page 3 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup DUVAL COUNTY PUBLIC SCHOOLS RFP: Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup RFP No. 11-23/LM 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 Anticipated Time Schedule 7.0 District’s Rights and Reservations 8.0 Proposal Format and Evaluation Criteria 9.0 Proposal Evaluation Process 10.0 Contractor Certification and Qualifications 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 4 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup ATTACHMENTS: A. Required Response Form – Page 1 of 31 B. Cost Proposal Form – Attachment B C. Office of Economic Opportunity Compliance Statement – Attachment C D. E-RATE Supplemental Terms and Conditions – Attachment D E. Reference Form – Attachment E F. Warranty Information – Attachment F EXHIBITS: 1. Evaluation Worksheet 2. Composite Federal Forms Page 5 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup DUVAL COUNTY PUBLIC SCHOOLS RFP: Purchase, Installation, Configuration and Maintenance of Uninterruptible Power Supply (UPS) Battery Backup RFP No. 11-23/LM 1.0 INTRODUCTION: 1.1 Purpose: The purpose and intent of this Request for Proposals (“RFP”) is to seek proposals from interested, available and qualified firms to provide secure prices and establish a Term Contract for the purchase, Installation, maintenance and Configuration of Uninterruptible Power Supply (UPS) Battery Backup, under the Universal Service Fund (E-Rate). An agreement will then be entered for the selected firm (“Contractor”) to provide the described services for Duval County Public Schools (“DCPS” or the “District”). This solicitation is for the purchase, installation, configuration and maintenance of Uninterruptible Power Supply (UPS) Battery Backup for the approximately 160 E-Rate eligible sites throughout the District. There are approximately 1600 UPS currently installed at approximately 160 Schools. The awarded vendor’s responsibility is to maintain these UPS Systems and replacing them with new UPS as needed. It will be expected that the awarded vendor will perform regular maintenance checks on all UPS’s throughout the district and perform any maintenance or replacement as needed. A maintenance example is replacement of batteries. The District will be filing for E-Rate for this project and intends to use Service Provider Invoicing (SPI) billing. 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 128,000 students (the student population changes annually). It is the second largest employer in Jacksonville with approximately 11,800 full time staff (approximately 8,300 teachers) 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 Page 6 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup alternative schools, 33 charter schools, and additional administrative facilities. The administration of this Contract is a function of the District’s Technology Department. All post- award communications shall be directed Supervisor, Network Operations. For more information about the District, please visit www.duvalschools.org on the internet. 2.0 DISTRICT OBJECTIVES/SCOPE OF SERVICES: 2.1 Objective: The successful Contractor shall furnish Uninterruptible Power Supply (UPS) Battery Backup under the Universal Service Fund (E-Rate). This solicitation is to purchase, install and maintain UPS to each of the approximately 160 E-Rate eligible sites throughout the District for the duration of this contract. The UPS must be able to auto start after a power failure and must have the ability to be connected to the District network for monitoring. The District is looking for UPS that are rated at 2000 Watts, 120 Volt and 20 Amp, 3000 Watts, 230 Volt and 30 Amp. The Contractor is also expected to service batteries for existing APC 1500’s and 3000’s and Triplite 2200 UPS that are currently in service. The UPS must be rack or cabinet mountable. Current UPS in service must be replaced when no longer serviceable. Note: Responses not meeting these requirements, as determined by DCPS will not be evaluated or considered for award. Bidders are required to submit UPS specification documents, with their proposals. 2.2 Scope: A. The selected Contractor as a result of this RFP will provide configuration, installation and maintenance of UPS, for the period of July 1, 2023, through September 30, 2024 B. All submissions must provide documented evidence that their proposed team is completely knowledgeable, has worked with the installation and configuration of the proposed UPS solution and must also provide with the proposal a Method of Procedure document that will ensure a successful deployment. C. Projected spending set forth in this proposal is based on anticipated installations over the next 1-year period and is subject to the 1-year project plan for the District. These quantities are not guaranteed; however, the proposer agrees that the unit price(s) offered shall be maintained with regard to the quantity actually purchased. D. E-Rate Eligibility: E-Rate Form 470 has been filed for this proposal to enable DCPS to apply for E-Rate funding for services. It is understood that not all services purchased against this proposal will be E-Rate eligible. Vendor must maintain a valid Service Provider Identification Number (SPIN#) for term of this contract, including any subsequent renewals. Vendors who are not listed as having a current SPIN# with the Universal Service Administrative Company (USAC) at time of proposal submission will considered non-responsive and ineligible for award. Additional information regarding SPIN# is available at https://www.usac.org/e-rate/service- providers/step-1-obtain-a-spin/ or 888-641-8722. http://www.duvalschools.org/ https://www.usac.org/e-rate/service-providers/step-1-obtain-a-spin/ https://www.usac.org/e-rate/service-providers/step-1-obtain-a-spin/ https://www.usac.org/e-rate/service-providers/step-1-obtain-a-spin/ Page 7 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup 2.3 Contract Term: The District shall select a Contractor to provide secure pricing and establish a Term Contract for the purchase, installation, configuration and maintenance of Uninterruptible Power Supply (UPS) Battery Backup– E-Rate as herein described for the District commencing from July 1,2023, through September 30, 2024 (subject, however, to availability of lawfully appropriated funds for each District fiscal year). The Contract may thereafter be renewed for four (4) additional one (1) year periods, upon the consent and agreement of both parties. The fee structure of the Contractor shall remain firm for the entire contract term, including any and all renewals. 3.0 EX PARTE COMMUNICATION: 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). 4.0 PREPARATION AND SUBMISSION REQUIREMENTS: 4.1 Proposals not conforming to the instructions provided herein will be subject to disqualification at the sole option of the District. 4.2 All proposals must be received no later than 2:00 p.m. (EDT), on November 10th, 2022 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, Suite 322, Jacksonville FL 32207. Any proposal received after the stated time and date or at other location will not be considered. 4.3 One signed original, and two (2) copies on USB Flash Drive. (2 USB Flash Drives to be submitted) of the complete proposal must be sealed and clearly labeled "REQUEST FOR PROPOSAL: PURCHASE, INSTALLATION, CONFIGURATION AND MAINTENANCE OF UNINTERRUPTED POWER SUPPLY (UPS) BATTERY BACKUP " 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. https://urldefense.proofpoint.com/v2/url?u=http-3A__www.timeanddate.com_worldclock_results.html-3Fquery-3Djacksonville&d=DQMFAg&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=LK24Vt5YsbyRjurOMAuQ5yAEinvr8oN7T9yeMkZrCMo&m=speK1URP25MrTnirmFMtOJA7tppGm628odAFJvXaHxQ&s=KkoIsemYwyfhpbBk-p1An1l32uTVF5XzYeORB7hQldQ&e= Page 8 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup The manually 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 photocopies 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, any 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. 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 Louis Mitchum, Purchasing Services in writing via e-mail at mitchuml@duvalschools.org. The deadline for such questions or requests will be 12:00 noon, EDT on November 3rd,2022 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 mailto:mitchuml@duvalschools.org Page 9 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup 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 ANTICIPATED TIME SCHEDULE: The District will attempt to adhere to the following time schedule: October 10, 2022, RFP Release October 25th, 2022, at 12:00 noon. (EDT) Deadline for Questions November 10th, 2022, at 2:00 p.m. (EDT) Proposal Opening November 15th, 2022, Committee Evaluation January 2023 Board Award Inquiries regarding the status of a proposal must not be made prior to the posting of award recommendation. 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. 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: Page 10 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup In order to maintain comparability and enhance the review process, it is required that proposals be organized in the manner specified below. Include all information in your proposal. Proposers are encouraged to provide tab separations for each item. Proposals received which do not address ALL items and sub-items listed in this section may be considered nonresponsive. A. PRICE OF THE ELIGIBLE PRODUCTS AND SERVICES: (40 Points) The firm submitting the lowest proposed cost of all Proposers will receive all available points (40 points) for this category (8.0 A). All other respondents that meet this same minimum criterion will receive points proportionate to the lowest cost response (Example - a response that is 20% higher than the lowest submitted cost will receive 20% fewer points (40 points). Proposers are required to submit a product brochure/pamphlet detailing the specifications of the UPS equipment there are proposing. Responses not including the required brochure/pamphlets may be determined to be non- responsive and will not be evaluated or considered for award. B. REFERENCES: (15 Points) List three (3) reference, preferably from K-12 educational institutions (each with 30 or more sites), contracts providing similar services. The District will consider the acceptability of the three references presented by the proposers from customers with environments similar to the District. Reference information must include company name/project, contact name, address, telephone number and a valid email address. See reference form Attachment E. C. EXPERIENCE: (25 Points) Provide a detailed narrative that demonstrates your company experience in providing, installing and maintaining like services for customers, knowledge of current state-of-the-art technology, and experiences in managing projects of similar scope and nature in a regional setting and with large K-12 educational institutions. The proposer must provide a history of the company, strength and stability, licensing information, years in providing Data Communications services. D. VALUE TO THE DISTRICT: (20 Points) Provide a detailed narrative which explains your plan for configuring and deploying a large quantity of equipment to numerous locations. Outline methods you will use to track configuration, code versions, IP Addressing, physical location, individual UPS configuration, VLAN and port membership, asset information etc. E. OEO COMPLIANCE STATEMENT (Attachment C): Submit with signatures as specified. This is a required submittal. No points are assigned to this required item. Page 11 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup 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 CONTRACTOR CERTIFICATION AND QUALIFICATIONS: Provide copies of the following (valid and current) licenses and/or certifications: Failure to provide this documentation may result in your proposal being considered non-responsive: Duval County Local Business Tax Receipt, (formerly Occupational License) or proof of an active Certificate of Authority issued by the Florida Department of State which authorizes the Proposer to transact business in the State of Florida. This proof must be provided by either submitting a copy of Page 12 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup the Letter of Authority issued by the Office of the Secretary of State or by submitting a copy of the Certificate of Status Verification which may be obtained via Sunbiz.org-Department of State. The proposer(s) must have adequate organization, facilities, equipment, and personnel to insure prompt and efficient service. The District reserves the right, before recommending an award, to inspect the facilities to determine ability to perform. The District reserves the right to reject proposals where evidence submitted, investigation and/or evaluation, is determined to indicate inability of the proposer to perform. 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. Page 13 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup 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. 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 Exhibit 2: (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. Page 14 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup 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. 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. Page 15 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup 13.6.3 Each Party agrees to continue performing its obligations under the Contract while any dispute is being resolved (except to the extent the issue in dispute precludes performance); provided, however, that any dispute over payment shall not be deemed to preclude performance 13.6.4 Each Party agrees that, in its respective dealings with the other Party under or in connection with the Contract, it shall act in good faith. 13.6.5 Neither Party shall use the name or marks of the other without its express written permission, which may be withdrawn at any time. 13.7 Miscellaneous. The Contract to be awarded pursuant to this RFP shall be further governed by the following: 13.7.1 This RFP and any Contract resulting 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 17 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 16 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup 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: With copy to: School Board of Duval County, Florida Office of Legal Services 1701 Prudential Drive 1701 Prudential Drive, Room 340 Jacksonville, Florida 32207 Jacksonville, Florida 32207 Phone: (904) 390-2115 Phone: (904) 390-2032 Attn: Dr. Diana Greene, Superintendent 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. 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 Contract, 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 the purpose fo the District’s representative for the day-to-day activities, the Districts Administrator shall be: Page 17 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup Duval County Public Schools Attn: Stephen, Network Operations 4019 Boulevard Center Drive Jacksonville, FL. 32207 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, 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. Page 18 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup 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 Employment Eligibility Pursuant to the provisions of Section 448.095, Florida Statues, 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): 1. Beginning January 1, 2021, the District, the contractor, and any of the Contractor’s subcontractor(s) shall register with the use of E-Verify system to verify the work authorization status of all newly hired employees. The district, the Contractor and the Contractor’s subcontractor(s) may not enter into a contract unless each party to the contract registers with and uses the E-Verify system. 2. 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. a. The Contractor shall maintain a copy of such affidavit for the duration of the contract. b. 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 Statutes, 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, then the District shall promptly notify the Contractor and order the Contractor to immediately terminate the contract with 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. 3. The District, Contractor, or any of Contractor’s subcontractor(s) may file an action with a circuit or county court to challenge a termination under this section no later than 20 calendar days after the date on which the contract was terminated. 4. If the District terminates the agreement with Contractor under this section, the Contractor may not be awarded a public contract for at least 1 year after the date on which the Agreement was terminated. 5. The Contractor is liable for any additional costs incurred by the district as a result of the termination of the contract. 13.7.19 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, Page 19 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup pregnancy, veteran status, any other protected status under applicable laws, or any other distinguishing physical or personality characteristics. Contractor further covenants that no otherwise qualified individuals shall, solely by reason of his/her actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, martial status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other protected status under applicable laws, or any other distinguishing physical or personality characteristics, be denied the benefits of, or being subjected to discrimination, or be denied access and services, under any provision of the Agreement. 13.7.20 Severability. If any clause or provision of the Agreement is illegal, invalid or unenforceable under present or future laws effective during the term thereof, 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 sha 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. 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 Page 20 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup to this section, unless Contractor provided the names when Contractor Submitted its response to the RFP. 15.2 Non-Collusion Statement / 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 (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’ Page 21 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup 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 Each Accident $1,000,000 Disease - Each Employee $1,000,000 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: $1,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence c. The vendor/contractor shall include the School Board of Duval County, Page 22 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup 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 Page 23 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup 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 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 Insured’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: Page 24 of 31 RFP No. 11-23/LM, Purchase, Installation, Configuration and Maintenance of Uninterrupted Power Supply (UPS) Battery Backup 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 Company. 3. If, during the period when an insurer is providing the insurance required by this Agreement, an insurer shall fail to comply with the foregoing minimum requirements, as soon as the vendor/contractor has knowledge of any such failure; the vendor/contractor shall immediately notify the District and immediately replace the insurance provided by the insurer with an insurer meeting these requirements. Until the vendor/contractor has replaced the unacceptable insurer with an insurer acceptable to the District, the vendor/contractor shall be in default of this Agreement. 4. Primary and Non-Contributory. The insurance provided by the vendor/contractor pursuant to this Agreement shall apply on a primary basis to, and shall not require contribution from, any other insurance or self-insurance maintained by the School Board of Duval County, Florida, and its member, official, officer or employee. 5. Additional Remedy. Compliance with the insurance requirements of this Agreement shall not limit the liability of the, vendor/contractor or its Subcontractors or Sub-subcontractors, employees or agents to the District or others. Any remedy provided to the School Board of Duval County, Florida, or its members, officials, officers or employees by the insurance shall be in addition to and not in lieu of any other remedy available under this Agreement or otherwise. D. District Approval: Neither approval by the District nor failure to disapprove the insurance furnished by the vendor/contractor shall relieve the vendor/contractor of the vendor/contractor’s full responsibility to provide the insurance as required by this agreement. 17.0 INDEMNIFICATION / HOLD HARMLESS AGREEMENT: 17.1 The Contractor shall, in additio