Substitute Teaching Employment Services

AGREEMENT BETWEEN THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA, AND ESS SOUTHEAST, LLC This Agreement is made and entered into effective June 6, 2019 (the Effective Date), and is by and between The School Board of Duval County, Florida, operating a district school system in the State of Florida (the "District") and ESS Southeast, LLC, a Tennessee limited liability company authorized to transact business in Florida (the Contractor). WITNESSETH: Whereas, the District issued RFP 01-19/TW Substitute Teaching Employment Services (with attachments) dated on or about February 1, 2019, together with Addendum No. 1 dated February 19, 2019, Addendum No. 2 dated February 22, 2019, Addendum No. 3 dated February 26, 2019, and Addendum No. 4 dated February 28, 2019 (collectively, the RFP), a copy of which RFP is attached hereto and incorporated herein by this reference as Exhibit A; Whereas, after free and open competition, Contractor submitted a proposal (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 substitute teaching employment services (hereafter further defined as the 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. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: ARTICLE | SCOPE OF SERVICES 4.1 The recitals set forth above are true and correct and are incorporated into this Agreement by this reference. Unless otherwise assigned a different meaning in this Agreement, defined terms in this Agreement shall have the same meaning as the defined terms in the RFP. 1.2 The parties agree that the purpose of this Agreement is that the Contractor shall fully, timely, and continuously provide the District the Services 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 is assigned. ARTICLE Il COMMENCEMENT AND RENEWAL 2.1 See Section 2.3 of the RFP. Except for those actions preceding the date of this Agreement, the Services shall commence according to the schedule set forth in the RFP, unless the District notifies the Contractor otherwise in writing. ARTICLE Ill COMPENSATION 3.1 The maximum obligated amount under this Agreement shall be as set forth in Attachment B of the Proposal, subject to the provisions of the contract documents regarding any renewal term; in no event shall the District be responsible to the Contractor for compensation in excess of the maximum obligated amounts stated in this Agreement except as increased by formal approved and executed supplemental agreement(s). For convenient reference, Attachment B of the Proposal is attached hereto as Exhibit C. ARTICLE IV TERMINATION 4.1 See Article 11 of the RFP. ARTICLE V MEETINGS; REPORTS; NOTICES 5.1 The parties agree that all communications relating to the day-to-day activities shall be exchanged between the respective representatives of the District and the Contractor, which representatives shall be designated by the parties, in writing, promptly upon commencement of the Services. 5.2 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. 5.3 All formal notices and communications in writing required or permitted hereunder may be delivered via overnight delivery, or pre-paid certified mail, return receipt requested, to the representatives of the District as set forth in section 13.7.14 of the RFP, and to the Contractor as set forth below. Until changed by notice in writing, all such notices and communications shall be addressed as follows: If to the Contractor: ESS Southeast, LLC Attn: Manager 800 Kings Highway North, Suite 405 Cherry Hill, New Jersey 08034 ARTICLE VI MISCELLANEOUS 6.1 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. 6.2 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. 6.3 Timely Payment Discount Pricing Requirements: Contractor will provide a biweekly invoice via e-mail to the District's contract administrator. To qualify for the 0.5% Timely Payment Discount, the District must satisfy the invoice by an electronic transfer of funds to Contractor within twenty (20) calendar days of receipt of a proper invoice. [Signatures continued on next page] [Signature Page to Agreement between The School Board of Duval County, Florida, and ESS Southeast, LLC, For RFP 01-19/TW Substitute Teaching Employment Services] IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. ATTEST: r.'Diana Greene, Superintendent of Schools and Ex-Officio Secretary to the Board Form Approved: ie Office of General By: Witnesses: Name:_Cowrie MycyS THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA rshey, Chair Approved by Board on June 4, 2019 ESS SOUTHEAST, LLC, a Tennessee limited liability company authorized to transact business in Florida Name: Charl. Tpencee f 1 ano Exeerdive Vice Prenaew EXHIBIT A The REP EXHIBIT B The Proposal Exhibit C ATTACHMENT B Cost of Services Current Substitute Teacher Pay Rate Education Level / Setting Pay Rate Per Day % Mark-Up Extended Pay | Rate Less than bachelors degree (60 college credit hours from an accredited college/university recognized by the U.S. Department of Education) $66.50 29.50% $86.12 Bachelor's Degree or higher Hard to Staff - Long-Term Supplement | (Employee will receive a one-time increase of $26.00 per day after 20 days in the same critical shonage assignment 2s defined by DCPS. No employee shall receive more than one daily supplement to their regular daily pay rate.) Long- Term Supplement (Employee will recewe a increase of $7.60 per hour after 36 whole-day assignments. Ne employee shall receive more than daily their reqular daily pay one-time one supplement to rate.) Paraprofessional Hourly $84.00 "$26.00 $7 06 Pay Rates 29.50% 29.50% 29.50% $108.78 $33.67 $39.07 Education Level / Setting Pay Rate Per % Mark-Up Extended Pay | Hour Rate Less Than BA/BS Dearee $9.50 (60 college credit bours from an accredited coilege/university recognized 29.50% $12.30 _by the US Department of Education). BA/BS Degree or Higher oO ~~ $41.46 29 60% Sia ES **We are also offering a 0.5 timely payment discount, further reducing the effective rate to 29%, Extended Pay Rate is the Pay Rate Per Day times the % Mark Up. *The district in its sole determination shall identify which schools and content areas, if any, are considered Hard to Staff. Please submit a separate, itemized list of any other fees that will be charged during implementation and administration of contract. There are no additional costs or fees associated with this proposal submission Please include the frequency in which these fees will be charged. Page 7 of 4 RFP No. O1-1G/T\W. Substitute Teaching Emptayment Services June 4, 2019, Regular Board Meeting Title 50. CONTRACT WITH ESS SOUTHEAST, LLC FOR SUBSTITUTE TEACHING EMPLOYMENT SERVICES Recommendation That the Duval County School Board approve the contract with ESS Southeast, LLC for Substitute Teaching Employment Services for an initial term of July 1, 2019 through June 30, 2024, subject to annually appropriated funds. That the Chairman or Vice-Chairman and the Superintendent be authorized to execute the contract upon approval as to form and sufficiency by the Office of General Counsel. That authority be delegated to the Superintendent, or designee, to renew the contract for subsequent years provided terms and conditions are favorable to the district and subject to availability of funds. There are three (3) potential one year renewals. Description Duval County Public Schools released the Request for Proposal (RFP) for substitute teaching services on February 1, 2019. The district received six proposals that were reviewed and evaluated by an assigned committee. Of the proposals, ESS Southeast, LLC received the highest point total during the committees evaluation process. Therefore, the substitute teaching contract was offered to ESS Southeast, LLC. ESS Southeast does not currently have a local office in Duval County. However, ESS Southeast, LLC proposes to transition as the new substitute teaching provider with a flawless opening. The company plans to recruit qualified personnel by connecting with the community, and providing educator led training that is mentorship driven. Gap Analysis Adoption of the contract with ESS Southeast, LLC will enable the district to continue staffing instructional vacancies without a break in service, as the current substitute contract will expire June 30, 2019. Previous Outcomes Since the 2005-2006 school year, Duval County Public Schools had previously contracted with Kelly Services. Kelly Services provided substitutes for daily teacher and paraprofessional absences. School Year Total Cost 2015-2016 $13,606,988 2016-2017 $15,653,379 2017-2018 $16,684,635 Expected Outcomes ESS Southeast, LLC is expected to provide daily comprehensive substitute staffing services for Duval County Public Schools. The company is expected to fill substitute positions for teachers and paraprofessionals, and adhere to all terms of the approved contract. Strategic Plan Goal Intentional Focus on Student Achievement and Well-Being Ensure Effective, Equitable and Efficient Use of Resources Aligned to Improved Student Outcomes Financial Impact Bat Function Area Commitment Item | | 5100, 5200, 5300, | | | AllSchools == ss* 10000 =Sssi5500, 6400 313 | Contact Victoria Schultz, Assistant Superintendent, Human Resource Services, 904-390-2936 Anita Smith, Director, Employee Support, (904) 390-2082 Attachments 1. Contract-ESS Southeast Substitute Teaching Employment Services RFP No. 01-19/TW Ranking Proposer Available Points Points Attained 1 ESS Southeast, LLC 770 609.00 2 Kelly Services, Inc 770 558.50 3 Edu Staff 700 428.50 ** 4 Staff EZ, LLC 700 427.50 ** 5 Spur Employment, Inc 700 331.50 ** 6 Insight Workforce Solutions, LLC 700 318.50 ** - Recommended Vendor ** Indicates not eligible for points for the interview criteria EVALUATION COMMITTEE SUMMARY Page 1 of 1 RFP No. 01-19/TW, SUBSTITUTE TEACHING EMPLOYMENT SERVICES ADDENDUM NO. 3 ADDENDUM NO. 4 www.duvalschools.org/purchasing Issue Date: February 28, 2019 Phone: 904-858-4859 Buyer: Terrence Wright Bid Number: RFP No. 01-19/TW Bid Title: Substitute Teaching Employment Services Term of Bid: July 1, 2019 through June 30, 2024 with renewal options. Opening: Thursday, March 7, 2019, 2:00p.m. (EDT). Bids received prior to this date and time will be opened in the Conference Room, and may not be withdrawn for 120 days after opening. All bids received after the specified date and time will be returned unopened. The addendum shall serve to amend, replace and append information provided to potential respondents in the original RFP package. To assist in the development of their responses, interested firms are encouraged to carefully review the information found in this addendum and on any additional enclosed documents. Purpose: To establish date for Presentations. If presentations are deemed necessary by the evaluation committee, the presentations are scheduled to be held on March 29, 2019. eile re http://www.duvalschools.org/purchasing Page 1 of 2 RFP No. 01-19/TW, SUBSTITUTE TEACHING EMPLOYMENT SERVICES ADDENDUM NO. 3 ADDENDUM NO. 3 www.duvalschools.org/purchasing Issue Date: February 26, 2019 Phone: 904-858-4859 Buyer: Terrence Wright Bid Number: RFP No. 01-19/TW Bid Title: Substitute Teaching Employment Services Term of Bid: July 1, 2019 through June 30, 2024 with renewal options. Opening: Thursday, March 7, 2019, 2:00p.m. (EDT). Bids received prior to this date and time will be opened in the Conference Room, and may not be withdrawn for 120 days after opening. All bids received after the specified date and time will be returned unopened. The addendum shall serve to amend, replace and append information provided to potential respondents in the original RFP package. To assist in the development of their responses, interested firms are encouraged to carefully review the information found in this addendum and on any additional enclosed documents. Purpose: To establish a new anticipated timeline and to answer question #26 from Addendum #1. Anticipated Timeline Proposals Opened: March 7, 2019, 2:00 p.m. (EDT) Committee Evaluation: March 19, 2019 Presentations: If Deemed Necessary To Be Determined Board Award: May or June, 2019 eile re http://www.duvalschools.org/purchasing Page 2 of 2 RFP No. 01-19/TW, SUBSTITUTE TEACHING EMPLOYMENT SERVICES ADDENDUM NO. 3 26. Question: A copy of the monthly fill rate reports for last 12 months Date Fill Rate % Filled Unfilled August 2017 99.7% 7,574 26 September 2017 97.8% 10,318 235 October 2017 92.1% 17,343 1,488 November 2017 92.6% 15,152 1,210 December 2017 94.8% 11,895 652 January 2018 93.4% 13,787 973 February 2018 92.5% 16,167 1,311 March 2018 96.5% 12,388 450 April 2018 94.7% 17,787 986 May 2018 89.9% 19,044 2,131 June 2018 100% 568 0 Page 1 of 1 RFP No. 01-19/TW, SUBSTITITE TEACHING EMPLOYMENT ADDENDUM NO. 2 ADDENDUM NO. 2 www.duvalschools.org/purchasing Issue Date: February 22, 2019 Phone: 904-858-4859 Buyer: Terrence Wright Bid Number: RFP No. 01-19/TW Bid Title: Substitute Teaching Employment Term of Bid: July 1, 2019 through June 30, 2024 with renewal options. Opening: To Be Determined The addendum shall serve to amend, replace and append information provided to potential respondents in the original RFP package. To assist in the development of their responses, interested firms are encouraged to carefully review the information found in this addendum and on any additional enclosed documents. The release of the requested information in question number 26 of Addendum #1 is currently being contested, as proprietary and confidential. The author has been given a reasonable time to take action to prevent the release. As of this date, that time period has not expired. The anticipated timeline will be adjusted. A new timeline will be made available in Addendum #3. eile re http://www.duvalschools.org/purchasing Page 1 of 5 RFP No. 01-19/TW, SUBSTITITE TEACHING EMPLOYMENT ADDENDUM NO. 1 ADDENDUM NO. 1 www.duvalschools.org/purchasing Issue Date: February 19, 2019 Phone: 904-858-4859 Buyer: Terrence Wright Bid Number: RFP No. 01-19/TW Bid Title: Substitute Teaching Employment Term of Bid: July 1, 2019 through June 30, 2024 with renewal options. Opening: Thursday, February 28, 2019, 2:00 p.m. (EDT). Bids received prior to this date and time will be opened in the Conference Room, and may not be withdrawn for 120 days after opening. All bids received after the specified date and time will be returned unopened. The addendum shall serve to amend, replace and append information provided to potential respondents in the original RFP package. To assist in the development of their responses, interested firms are encouraged to carefully review the information found in this addendum and on any additional enclosed documents. Purpose: To answer questions received in accordance with this RFP. RCM Health Care Services Questions 1. Question: Do you accept DocuSign as a form of Original Signature? Answer: Duval County Public Schools currently does not accept DocuSign as an original signature. All parties must physically sign contracts. 2. Question: What are the current rates for substitute staffing services? Answer: Teachers: Less than a Bachelors degree -- $66.50/day Bachelors degree or higher -- $84/day Paraprofessionals: Less than a Bachelors degree -- $9.50/hr Bachelors degree or higher -- $11.45/hr 3. Question: a) Are you satisfied with your current provider of services? Answer: Not applicable eile re http://www.duvalschools.org/purchasing Page 2 of 5 RFP No. 01-19/TW, SUBSTITITE TEACHING EMPLOYMENT ADDENDUM NO. 1 b) What would like to see with the awarded vendor and our approach to the requested services? Answer: Firms Capabilities and Approach to Services is an evaluation criteria outlined within this RFP in Section 8.0: Proposal Format and Evaluation Criteria. 4. Question: What is the annual spend that is projected for the contract? How will it be divided per year? Answer: The projected annual spend for a substitute vendor contract is $15.9 million. Invoices are remitted bi-weekly. Vendor will receive 22 regular payments, two summer school payments, and one final adjustment each year. 5. Question: Will this be a single or multi-award? Answer: The award is single. 6. Question: What is the annual spend that is projected for the contract? How will it be divided per year? Answer: The projected annual spend for a substitute vendor contract is $15.9 million. Invoices are remitted bi-weekly. Vendor will receive 22 regular payments, two summer school payments, and one final adjustment each year. 7. Question: Who are the incumbents for this contract? Answer: Kelly Educational Staffing 8. Question: Approximately how many positions go unfilled each day? Answer: Approximately 55 vacancies/absences are unfilled each day. 9. Question: Can the agency invoice for any mandatory trainings requested by the school district? Answer: The method of agency invoicing is included in the initial contract. Should additional mandatory trainings or costs arise during the life of the contract, they can be addressed through an addendum. 10. Question: What have been the biggest challenges to date? Answer: Not applicable Page 3 of 5 RFP No. 01-19/TW, SUBSTITITE TEACHING EMPLOYMENT ADDENDUM NO. 1 11. Question: Of the 800 daily openings, how many of those are classified as hard to fill? Answer: Approximately 170 absences/vacancies are in hard to fill teacher or paraprofessional positions daily. 12. Question: Approximately how many sub teachers are placed each day? Answer: Approximately 690 substitutes are placed in teacher positions daily. 13. Question: Approximately how many Paraprofessionals are placed each day? Answer: Approximately 99 substitutes are placed in paraprofessional positions daily. 14. Question: How many hours are in a regular school day? Answer: Substitutes work seven (7) hours in a regular school day. 15. Question: Page 7 of the RFP How is the current data tracked? Is it tracked by the district or an internal system by the current agencies? Answer: Current substitute data is tracked by the contracted vendor. Substitute data is tracked on a daily basis with various reporting options. 16. Question: What system is currently utilized by the school district and / or the current agencies? Answer: The current software program used to track substitute data is Frontline Education Absence Management. Spur Questions 17. Question: The RFP mentions that the district currently utilizes an average of 800 substitutes on a daily basis. How is that split between teachers and paraprofessionals? Answer: Approximately 690 substitutes are placed in teacher absences daily. Approximately 99 substitutes are placed in paraprofessional positions daily. The remaining number covers position vacancies. 18. Question: If you are currently outsourcing your substitute services, how much do you spend on outsourcing these positions each year? Answer: The current budget for substitute services is approximately $15.9 million annually. Page 4 of 5 RFP No. 01-19/TW, SUBSTITITE TEACHING EMPLOYMENT ADDENDUM NO. 1 19. Question: In the RFP's Comprehensive Services, it is noted that "Provider and district perform a daily transfer of teacher profiles". Can you elaborate on what is meant by this? Answer: The districts central data base operates through SAP. District employees may transfer or become active and inactive for different causes. Changes to employee profiles must be updated immediately by the substitute provider, as not all positions are eligible for substitute services. District vacancies are filled on a daily basis. New teacher or new paraprofessional names must replace the vacancies in a timely manner. The substitute provider must have the capability of receiving extract files from SAP on a daily basis in order to make changes to teacher, paraprofessional, and vacancy statuses. 20. Question: In describing the comparative reports to be provided by the vendor, the RFP identifies "Absentee Rate for Top 25 Hard to Staff Schools to include Turn-Around, ESE Centers, and TOP". Can you provide more information about this report requirement? Answer: The reporting requirements include, but are not limited to, school names with absence volume, reasons for absences, fill rate, unfilled rate, and comparative numbers to overall district rates. ESS Questions Would you please provide the following information: 21. Question: The annual spend for these services with your current provider Answer: The current budget for substitute services is approximately $15.9 million annually. 22. Question: The current vendors markup percentage rate, by position if different Answer: The current vendor markup is 1.39%. 23. Question: The number of teacher absences requiring a substitute and the actual figure that were filled for past school year (SY17-18) Answer: Approximately 132,000 teacher absences for school year 2017/2018; Approximately 124,000 teacher absences were filled with a substitute. 24. Question: The number of paraprofessional absences requiring a substitute and the actual figure that were filled for past school year (SY17-18) Answer: Approximately 20,000 paraprofessional absences for school year 2017/2018; Approximately 18,000 paraprofessional absences were filled with a substitute. Page 5 of 5 RFP No. 01-19/TW, SUBSTITITE TEACHING EMPLOYMENT ADDENDUM NO. 1 25. Question: The absences requiring a substitute and amount filled (fill rate percentage) by school for past school year (SY17-18) Answer: Requested information not available 26. Question: A copy of the monthly fill rate reports for last 12 months Answer: To be answered in Addendum 2 27. Question: The most recent principal/administrator survey results Answer: Requested information not available 28. Question: The current vendors annual review from last school year (SY17-18) Answer: Requested information not available 29. Question: Clarification regarding EESS training: o Does district perform training? Answer: Duval County Public Schools collaborates with substitute provider to conduct training for paraprofessionals of students with disabilities. o If so, is cost of training billed to awarded vendor? Answer: The cost of the training is invoiced to the school district once the substitute completes a substitute job in said district. 30. Question: Clarification regarding DCPS process for investigating and managing concerns emerging from allegations of misconduct, performance issues, and incidents; is a written copy of this process available? Answer: Duval County Public Schools Professional Standards Department processes investigations and management of allegations of misconduct / incidents in conjunction with the substitute provider, if an event has occurred on school property. 31. Question: The name of your current vendors timekeeping system Answer: Frontline RFP No. 01-19/TW, Substitute Teaching Employment Services REQUEST FOR PROPOSALS (RFP) RFP NO. 01-19/TW Substitute Teaching Employment Services RFP Release Date: February 1, 2019 Deadline for Written Questions: February 15, 2019, 4:00 p.m. (EDT) Proposals Opened: February 28, 2019, 2:00 p.m. (EDT) Committee Evaluation: March 7, 2019 Presentations: March 19, 2019 (if deemed necessary) Board Award: May, 2019 DUVAL COUNTY PUBLIC SCHOOLS Purchasing Services Department 1701 Prudential Drive Jacksonville, Florida 32207 eile re Page 1 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 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 SUBSTITUTE TEACHING EMPLOYMENT SERVICES RFP No. 01-19/TW This response must be submitted to Duval County Public Schools, Purchasing Services, 1701 Prudential Drive, Jacksonville, FL 32207, no later than 2:00 p.m. EDT on February 28, 2019 and plainly marked RFP No. 01-19/TW. Responses are due and will be opened at this time. Responses received after 2:00 p.m. EDT on the date due will not be considered. Anti-Collusion Statement / Public Domain I, the undersigned vendor have not divulged, discussed, or compared this proposal with any other vendors and have not colluded with any other vendor in the preparation of this proposal in order to gain an unfair advantage in the award of this proposal. I acknowledge that all information contained herein is part of the public domain as defined in the Public Records Act, Chapter 119, F.S. Proposal Certification I hereby certify that I am submitting the following information as my company's response and understand that by virtue of executing and returning with this response this REQUIRED RESPONSE FORM, I further certify full, complete, and unconditional acceptance of the contents of all pages, inclusive of this Request for Proposal, and all appendices/attachments and the contents of any Addendum released hereto. VENDOR (firm name): STREET ADDRESS: CITY & STATE: PRINT NAME OF AUTHORIZED REPRESENTATIVE SIGNATURE OF AUTHORIZED REPRESENTATIVE: TITLE DATE: CONTACT PERSON: CONTACT PERSON'S ADDRESS: TELEPHONE: FAX: TOLL FREE: INTERNET E-MAIL ADDRESS: INTERNET URL: VENDOR TAXPAYER IDENTIFICATION NUMBER: NOTE: Entries must be completed in ink or typewritten. An original manual signature is required. eile re http://www.duvalschools.org/ Page 2 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services ITEMS TO BE RETURNED WITH PROPOSAL: 1. Required Response Form Attachment A Page 1 of 30 2. Cost of Services Attachment B 3. Office of Economic Opportunity Proposed Schedule of Participation Attachment C Note: In accordance with section 4.3, please submit proposal as follows: 1. One (1) manually signed original 2. Two (2) photocopies of original 3. Nine (9) USB Flash Drives in .pdf format Proposals to be delivered to: 1701 Prudential Drive Jacksonville, Florida 32207 Page 3 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services DUVAL COUNTY PUBLIC SCHOOLS RFP: SUBSTITUTE TEACHING EMPLOYMENT SERVICES RFP No. 01-19/TW INDEX 1.0 Introduction 2.0 District Objectives/Scope of Services 3.0 Ex Parte Communication 4.0 Preparation and Submission Requirements 5.0 Familiarity With District and Additional Information 6.0 Time Schedule 7.0 Districts Rights and Reservations 8.0 Proposal Format and Evaluation Criteria 9.0 Proposal Evaluation Process 10.0 Replacement of Contractor Staff 11.0 Cancellation of Award/Termination 12.0 Default 13.0 Legal Requirements 14.0 Federal and State Tax 15.0 Conflict of Interest 16.0 Insurance Requirements 17.0 Indemnification/Hold Harmless Agreement 18.0 Public Records Law 19.0 Permits and Licenses 20.0 Public Entity Crimes 21.0 Assignment of Contract and/or Payment 22.0 Agreement 23.0 Dispute 24.0 Disclaimer 25.0 Office of Economic Opportunity (OEO) Encouragement Page 4 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services ATTACHMENTS: A. Required Response Form Page 1 of 30 B. Cost Proposal Form Attachment B C. Office of Economic Opportunity Proposed Schedule of Participation Attachment C EXHIBITS: 1. Evaluation Worksheet 2. Composite Federal Forms Page 5 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services DUVAL COUNTY PUBLIC SCHOOLS RFP: SUBSTITUTE TEACHING EMPLOYMENT SERVICES RFP No. 01-19TW 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 substitute teaching employment services. 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). 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 Districts school officials. The Board consists of seven elected officials responsible for the adoption of policies, which govern the operation of the District. The Superintendent of Schools is responsible for the administration and management of the schools within the applicable parameters of state and federal laws and regulations, State Board of Education Rules, and School Board policies. The Superintendent is also specifically delegated the responsibility of maintaining a uniform system of records and accounts in the District. The District is coterminous with Duval County, which covers 850 square miles 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 alternative schools, 33 charter schools, and additional administrative facilities. Charter schools are not a part of this contract. Duval County Public Schools (DCPS) is seeking a firm to recruit, train and employ substitute teachers for absent teachers and some selected parprofessionals. DCPS currently utilizes an average of 800 substititutes on a daily basis. Our vision is to outsource these services which shall include recruiting, training, fingerprinting for FDLE/FBI Level 2 security clearance in accordance with Florida Statutes and district policy employment. The administration of this Contract is a function of the Districts Human Resource Services Department. All post-award communications shall be directed to Director, Employee Support. For more information about the District, please visit www.duvalschools.org on the internet. http://www.duvalschools.org/ Page 6 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 2.0 DISTRICT OBJECTIVES/SCOPE OF SERVICES: 2.1 Objective: Duval County Public Schools (DCPS) is seeking a firm to recruit, train and employ substitute teachers for absent teachers and some selected parprofessionals. DCPS currently utilizes an average of 800 substititutes on a daily basis. Our vision is to outsource these services which shall include recruiting, training, fingerprinting for FDLE/FBI Level 2 security clearance in accordance with Florida Statutes and district policy employment. 2.2 Scope of Services: The selected firm will recruit, train, and fingerprint for FDLE/FBI Level 2 security clearance in accordance with Florida Statutes and district policy, badge applicants; utilize a web-based system for absence entering and tracking, electronic submission and approval of substitute time/payroll, electronic invoicing, adhering to an invoice submission schedule and acceptance of districts E-payable program or other invoice discount options; employ reporting capabilities including custom and ad hoc reports and adhere to a Service Level Agreement with regards to fill rates and substitute pay rates. A. Comprehensive Services The Selected Business Solution Will Deliver the Following Services: Provider maintains the data of all substitutes . Provider is responsible for the fingerprinting its substitutes. Fingerprints must be submiitted specifically for Duval County Public Schools and obtained clearance by the district prior to begin substituting. Provider and district perform a daily transfer of teacher profiles. Provider maintains data analytics of all substitutes' current pay rate. Provider utilizes an automated scheduling system to manage the substitute scheduling for coverage and payroll purposes. Provider will implement an automated timekeeping system in which substitutes enter their time worked. Provider pays substitutes wee kly in accordance to the substitute = pay rate;in addition to conforming to all federal and state requirements for the compensation of employees. Provider generates invoice based on approved time worked by the substitutes. Payment of invoices is linked to the existence of certificate of absences or approved vacancies . Provider is responsible for Worker's Compensation of its employees/reporting to the district as necessary. Provider maintains data of substitutes who have been removed from specific schools and substitutes who have been made ineligible for substituting with DCPS. Provider follows the DCPS process for investigating and managing concerns emerging from allegations of substitute misconduct, performance issues, and incidents. DCPS may require that a substitute not be assigned to DCPS as a result of an Page 7 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services investigation or performance issue. Provider follows a process to manage and comply with security identification procedure for substitutes arriving to an DCPS campus. Provider is responsible for four hour training for substitute teachers prior to assignment to include, but is not limited to Core Values, Responsiblities, working with Others, Guidelines for Implementing Lessons, Classroom Management and Discipline, Exceptional Student Education, Teaching Techniques for Exceptional Students, and Emergency Protocols, bombs, fire, kidnapping, de-escalation techniques, etc. Provider is responsible for the process to inform substitutes of EESS training by the District and to coordinate access with District representatives . EESS Training includes, but is not limited to lifting techniques, toileting and diapering, basic sign language for non-verbal students, and professional ethics in the exceptional education classroom. Provider implements, with approval of DCPS, a process to periodically assess DCPS satisfaction with the substitutes with the Provider, as well as DCPS administrators' satisfaction with the substitute services provided to our district. B. DCPS Will Follow These Procedures: DCPS follows a reconciliation process to review the invoicing with the provider to ensure payment is appropr iate. DCPS has established a method to identify budget allocations of funds for payment of invoices. DCPS teachers input their own absences into the automated scheduling system . School secretaries will input daily all certificates of absences into SAP. School secretaries or designated school employees approve every Monday (via an electronic process) time- worked by substitutes. DCPS follows a process to ensure applicants who have been made ineligible for assignment with the district are not offered employment in a DCPS setting. C. Selected Provider Will Provide the Following Comparative Reports: Annual and Mid-Year reports containing key measures and results such as: Active Substitute Teachers Total Filled Absences/Vacancies Fill Rates% Customized Weekly and Monthly Fill Rate Reports Customized Weekly and Monthly Unfilled Rate Reports Customized Weekly No Sub Needed Reports Customized Year over Year Training and Workshop Analysis for Filled Absences by schools Customized Year over Year Filled and Unfilled Rate by school type Historical Absentee Analysis Year over Year Page 8 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services Absentee Rate for Top 25 Hard to Staff Schools to include Turn-Around, ESE Centers, and TOP. Ability to produce customized analysis of absence history based on day of the week by schools or districts Ability to produce customized absence reason data reports and percentages by schools, learning communities, or vacancies upon request Number of Active Substitutes With an Associate's Degree or Higher Absences Filled With a BA/BS Degreed Substitute Number of Substitute Teachers hired full-time to DCPS Incident Reporting Rating Principal/Adm inistrator Survey Results (very satisfied, satisfied, neutral, dissatisfied, very dissatisfied) Substitute Coverage Usage by Schools, Learning Communities, Approved Extended Coverage Requests, Coverage of Vacancies Cost Comparison Analysis Year Over Year Additionally, the selected firm must produce the following deliverables within the stipulated timeframes: A. Pool of Substitute Teachers Minimum Criteria: 60 college credit hours from an accredited college/university recognized by the U.S. Department of Education An ability to pass a level II background and fingerprint check Ongoing through the life of the contract (July 1, 2019 through June 30, 2024) B. Pool of Substitute Paraprofessionals Minimum Criteria: 60 college credit hours from an accredited college/university recognized by the U.S. Department of Education. An ability to pass a level II background and fingerprint check Ongoing through the life of the contract (July 1, 2019 through June 30, 2024) C. Invoices Electronic Invoicing with acceptance of the Districts E-payables program and other invoice discount options Bi-weekly D. Record of Time Worked Electronic submission and approval of substitute time/payroll Weekly E. Automated Scheduling Web-based system for automated scheduling and absence reporting which the District shall have unlimited access. Among other things, produce reports of regular teacher absences and substitute coverage. Ongoing through the life of the contract (July 1, 2019 through June 30, 2024) Page 9 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services F. Partnership Review Measures and results of fill rates, absences, absence reasons, school analyses, employee position analyses, Servicing Statistics, etc. Quarterly G. Substitute Pay Rates Pricing indebtedness Ongoing through the life of the contract (July 1, 2019 through June 30, 2024) H. Training Rates Four hour training (to be paid by contracted provider) ESE Training - Charged upon first trained para assignment 2.3 Contract Term: The District shall select a Contractor to provide Substitute Teaching Employment Services as herein described for the District commencing from July 1, 2019 through June 30, 2024 (subject, however, to availability of lawfully appropriated funds for each District fiscal year). The Contract may thereafter be renewed for three (3) additional one (1) year periods, upon the consent and agreement of both parties. 2.4 Escalation Provision: At each renewal of the contract, DCPS will consider an increase due to inflation provided the proposed price increase does not exceed the lesser of 3% or the rate of inflation as determined by the Consumer Price Index (CPI) for urban wage earners and clerical workers, U.S. city average, all items (1982-84=100), published by the U.S. Bureau of Labor Statistics, or any successor or substitute index appropriately adjusted for the prior 12 month period using the first-published CPI for the month immediately preceding the month of the Consumer Price Index (CPI) request. The contractor must request the increase in writing prior to the renewal of the contract. 2.5 Related Services: When DCPS requires related substitute teaching employment services or positions that are not a part of the Scope of Services herein, DCPS may, at its sole discretion, elect to negotiate with the contractor to procure those services from the contractor in accordance with this contract or may elect to procure elsewhere. If DCPS elects to procure the service(s) from the contractor, a separate purchase order or contract will be issued. 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. Page 10 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services Notwithstanding the foregoing, communications are permissible by this Section when such communications with a prospective Respondent are necessary for, and solely related to, the ordinary course of business concerning the Districts existing contract(s) for the materials or services addressed in this RFP (but in no event shall any existing vendor intending to submit a 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 February 28, 2019. Official time for the purpose of RFP opening will be calibrated using http://www.timeanddate.com/worldclock/results.html?query=jacksonville. If a proposal is transmitted by US Mail or other delivery medium, the Proposers(s) will be responsible for its timely delivery to Purchasing Services, 1701 Prudential Drive, Jacksonville FL 32207. Any proposal received after the stated time and date or at other location will not be considered. 4.3 One manually signed original, two (2) photocopies of original, and nine (9) copies on USB Flash Drive. (9 USB Flash Drives to be submitted) of the complete proposal must be sealed and clearly labeled "REQUEST FOR PROPOSAL: Substitute Teaching Employment Services" on the outside of the package. The legal name, address, Proposers' contact person, and telephone number must also be clearly annotated on the outside of the package. The manually signed original shall be 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. 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 11 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 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 Terrence Wright, Purchasing Services in writing via e-mail at wrightt@duvalschools.org. The deadline for such questions or requests will be 4:00 p.m., EDT on Friday, February 15th, 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 Districts clarification via issued Addenda, instead of Proposers 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 Proposers 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 Boards completion of the award process at its duly called meeting the required insurance certificate must be delivered. (see Section 16.0 of this RFP). 5.0 FAMILIARITY WITH DISTRICT AND ADDITIONAL INFORMATION: Proposers should become familiar with any local conditions which may, in any manner, affect the services required. The Proposers(s) is/are required to carefully examine the RFP terms and to become thoroughly familiar with any and all conditions and requirements that may in any manner affect the work to be performed under the Contract. No additional allowance will be made due to lack of knowledge of these conditions. Submission of a proposal shall constitute acknowledgement by the Proposers that it is familiar with all conditions. The failure to familiarize itself with the sites shall in no way relieve him or her from any obligations with respect to the proposal. 6.0 TIME SCHEDULE: The District will attempt to adhere to the following time schedule: Friday, February 1, 2019, RFP Release Friday, February 15, 2019, at 4:00 p.m. (EDT) Deadline for Questions Thursday, February 28, 2019, at 2:00 p.m. (EDT) Proposal Opening Thursday, March 7, 2019, Committee Evaluation Tuesday, March 19, 2019, Presentations (if deemed necessary) May, 2019 Board Award Inquiries regarding the status of a proposal must not be made prior to the posting of award recommendation. The District reserves the right to schedule Mandatory pre-proposal conference(s) as necessary to encourage competition and serve to advance the best interests of the District. mailto:wrightt@duvalschools.org Page 12 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 7.0 DISTRICTS RIGHTS AND RESERVATIONS: A. The District reserves the right to accept or reject any or all proposals. B. The District reserves the right to waive any irregularities and technicalities and may at its sole 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: 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. Form Of Proposal (Attachment A) Submit with all required information completed and all signatures as specified. No points are assigned to this required item. B. EXPERIENCE AND REFERENCES: (30 points) Provide the following general information about your firm: 1. List a minimum of three (3) educational/institutional contracts providing similar services during the past five (5) years. Include names, titles, phone numbers and valid email addresses. Provide a brief outline of each contract with information regarding services performed and any other information deemed relevant. List any contracts which have been terminated early or upon renewal within the past five (5) years. Explain the reason for early termination or non-renewal and include contact Page 13 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services names, titles, phone numbers and email addresses. 2. Provide a brief description of all lawsuits that are pending and/or filed against the proposer over the last five (5) years and any disciplinary action taken against the proposer. 3. Provide information on any legal or regulatory violations, pending, current or previous investigations by any regulatory agencies the firm has been involved with in the last five (5) years. C. ORGANIZATION AND KEY PERSONNEL: (10 points) Identify the management and office support team that will be responsible for providing the required services. Detailed resumes are required for the primary account manager and other key personnel who will be assigned to the District account. General information is required for management/administrative personnel at the regional and corporate levels (if applicable). Indicate the specific individual who would serve as the day-to-day contact and be responsible for the operation of the overall program. Describe any potential conflicts of interest your firm may have in the management of this account. Provide an organizational chart and a plan for the replacement of management staff. D. FIRMS CAPABILITIES AND APPROACH TO SERVICES: (30 points) Provide a narrative which profiles the background, experience, business philosophy and qualifications of the responding firm. Discuss the approach to be used in providing all of the services as described in Section 2.0. Include 1) a description of your recruiting and hiring process; 2) a detailed description of your training and support program; provide a menu of related training options; and demonstrate your knowledge, experience and capacity to train users at various levels; 3) identification and description of your web-based automated scheduling and absence reporting; 4) a description of your reports and reporting capabilities; 5) describe your methodology to be used in assessing, procuring and implementing the infrastructure of the requested services, including the time required for each phase of the implementation beginning with the completion of the contract negotiations; and; 6) the role of your management team in communicating/coordinating effectively with DCPS staff and others involved with this contract. E. PROGRAM COST: (30 points) Complete and submit the Cost Proposal Form (Attachment B). F. OEO COMPLIANCE STATEMENT (Attachment C): Submit with all signatures as specified. This is a required submittal. No points are assigned to this required item. Interviews: Interviews: Only those Proposers selected by the Committee to provide presentations/interviews will be eligible for points in this category, and the points awarded by the Committee will be in addition to points assigned in all other Evaluation Criteria. Once the Committee prepares a subtotal of the scores for the Evaluation Criteria in subsection 8.0 above, the Committee will determine if presentations/interviews are necessary with the top ranked firms. The Committee will decide, in its Page 14 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services sole and absolute discretion, the number of top ranked firms to interview. The Proposers selected for the interviews under this section shall be notified in writing, and shall be prepared to make its presentation to the Committee according to the schedule in section 6.0 above. The Committee will determine a uniform set of parameters and information to be presented by the Proposers that are selected. The Committee will also determine the number of points to be established for this category. 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 Proposers 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). Page 15 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 10.0 REPLACEMENT OF CONTACTOR STAFF: Replacement personnel must have, at a minimum, credentials equivalent to the individuals whom they replace. Resumes of replacement management personnel may be required to be submitted to the District for review. 11.0 CANCELLATION OF AWARD/TERMINATION: 11.1 Cause: In the event the Contractor, either willfully or unintentionally violates any of the provisions of the Contract, the Superintendent or designee shall give written notice stating the deficiencies. The Contractor shall provide to the District its action plan within two (2) business days after the Districts notification, and the Contractor shall have ten (10) business days after the Districts 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 Districts payments to the Contractor forms the consideration for the Districts termination for convenience not being available to Contractor. In the event of the Districts termination of the Contract, the District (in its sole election) may also require the Contractor to provide the transition assistance 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 Contractors 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 Districts 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 Districts objective will be a solution that is mutually beneficial. 11.5 Notwithstanding anything to the contrary herein, each payment obligation of the District created by the Contract is conditioned upon the availability of funds that are appropriated or allocated for the payment of services. If such funds are not allocated and available, the Contract may be terminated by the Page 16 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 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 Districts 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 Contractors performance under the Contract on account of a persons actual or perceived identity with regard to race, color, religion, gender or gender identity, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her actual or perceived identity with regard to race, color, religion, gender or gender identity, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics, be denied the benefits of, or be subjected to discrimination, or be denied access and services, under any provision of the Contract. 13.3 Respondents affirm by submitting their proposals that they are equal opportunity and affirmative action employers and shall comply with all applicable federal, state and local laws and regulations including, but not limited to: Executive Order 11246 as amended by 11375 and 12086; 12138; 11625; 11758; Page 17 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 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 / Contractors 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. 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. Page 18 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 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 Districts 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. 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 Page 19 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 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 Attn: Chief Jacksonville, Florida 32207 1701 Prudential Drive Phone: (904) 390-2115 Jacksonville, FL 32207 Attn: Superintendent Phone: (904) 390-2111 Notwithstanding the foregoing, the parties agree that all communications relating to the day-to-day activities shall be exchanged between the respective representatives of the District and the Contractor. Once so designated, each partys 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. 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. Page 20 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 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 Contractors 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 awardees Proposal. 13.7.17 The District shall issue payment in accordance with Sections 218.70. et sq. Florida Statutes, Local Government Prompt Payment Act, after receipt of an acceptable invoice, inspection and acceptance of goods and/or services provided in accordance with the terms and conditions of the agreement. Any Penalty for delay in payment shall be in accordance with applicable law. No payment shall be made for travel. Each payment obligation of the District created by the agreement is conditioned upon the availability of funds that are appropriated or allocated for the payment of services or products. If such funds are not allocated and available, the agreement may be terminated by the District at the end of the period for which funds are available. The District shall notify the Contractor at the earliest possible time before such termination. No penalty shall accrue to the District in the event this provision is exercised, and the District shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. 14.0 FEDERAL AND STATE TAX: Employment taxes: The Contractor shall comply with all matters relating to the timely payment of all Page 21 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 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 Contractors 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 Districts 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 Contractors business. Such disclosures will be in accordance with current District policies, but will include, at a minimum, the name of the former Districts employee, a list of the positions the employee held in the last two (2) years of his or her employment with the District, and the dates they held those positions. By its signature of the Agreement, the Contractor shall certify to the District that there are no names to disclose to the District pursuant to this section, unless Contractor provided the names when Contractor Submitted its response to the RFP. 15.2 Non-Collusion 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 Page 22 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 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 insurers right to subrogate against the District, and its members, officials, officers and employees in the manner which would result from the attachment of the NCCI Waiver of Our Right to Recover from Others Endorsement (Advisory Form WC 00 03 13) with the District, and its members, officials, officers and employees scheduled thereon. c. Subject to the restrictions of coverage found in the standard Workers Compensation policy, there shall be no maximum limit on the amount of coverage for liability imposed by the Florida Workers Compensation Act or any other coverage customarily insured under Part One of the standard Workers Compensation policy. The minimum amount of coverage for those coverages customarily insured under Part Two of the standard Workers Compensation policy (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 Each Accident $1,000,000 Disease - Each Employee $1,000,000 Disease - Policy Limit 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/contractors insurance shall cover those sources of liability which would be covered by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida by the Insurance Services Office (ISO) without any restrictive endorsements other than those which are required by the State of Florida, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements) and those Page 23 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 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, Florida, and its members, officials, officers and employees as additional insureds on the Commercial General Liability coverage. The coverage afforded such additional insureds shall be no more restrictive than that which would be afforded by adding the School Board of Duval County, Florida, and its members, officials, officers and employees as additional insureds on the latest edition of the Additional Insured Owners, Lessees or Contractors - Scheduled Person or Organization endorsement (ISO Form CG 20 10) filed for use in the State of Florida by the Insurance Services Office. d. 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/contractors 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. Page 24 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services b. The School Board of Duval County, Florida, and its members, officials, officers and employees shall be included as additional insureds in a manner no more restrictive than that which would be afforded by designating the School Board of Duval County, Florida, and its members, officials, officers and employees as additional insureds on the latest edition of the ISO Designated Insured (ISO Form CA 20 48) endorsement. c. The minimum limits to be maintained by the vendor/contractor (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 Each Occurrence - Bodily Injury and Property Damage Combined B. EVIDENCE OF INSURANCE. Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of this Agreement by the District and shall be maintained in force throughout the term of this Agreement. The vendor/contractor shall provide evidence of such insurance in the following manner: 1. As evidence of compliance with the required Workers Compensation and Employers 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/Employers 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 Insureds 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 Page 25 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services the District with renewal or replacement evidence of the insurance in the manner heretofore described no less than thirty (30) days before the expiration or termination of the insurance for which previous evidence of insurance has been provided. 4. Notwithstanding the prior submission of a Certificate of Insurance, copy of endorsement, or other evidence initially acceptable to the District, if requested by District, the vendor/contractor shall, within thirty (30) days after receipt of a written request from the District, provide the District with a certified copy or certified copies of the policy or policies providing the coverage required by this Section. The vendor/contractor may redact or omit those provisions of the policy or policies which are not relevant to the insurance required under this Agreement. C. INSURERS QUALIFICATIONS/REQUIREMENTS: 1. Insurers providing the insurance required by this Agreement for the vendor/contractor must either be: a. Authorized by a subsisting certificate of authority issued by the State of Florida to transact insurance in the State of Florida, or b. An eligible surplus lines insurer under Florida Statutes. (Except with respect to coverage for the liability imposed by the Florida Workers Compensation Act). 2. In addition, each such insurer shall have and maintain throughout the period for which coverage is required, a Bests Rating of A- or better and a Financial Size Category of VII or better according to A. M. Best Company. 3. If, during the period when an insurer is providing the insurance required by 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 Page 26 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 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/contractors full responsibility to provide the insurance as required by this agreement. 17.0 INDEMNIFICATION / HOLD HARMLESS AGREEMENT: 17.1 The Contractor shall, in addition to any other obligation to indemnify the School Board of Duval County, Florida, and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the District, its agents, officers, elected officials, employees and volunteers from and against all claims, actions, liabilities, losses (including economic losses), and costs arising out of any actual or alleged bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting from, or any other damage or loss arising out of, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the work; or violation of law, statute, ordinance, governmental administration order, rule or regulation by the Contractor in the performance of the work; or liens, claims or actions made by the Contractor or any subcontractor or other party performing the work. 17.2 Contractor represents that it has all intellectual property rights necessary to enter into and perform its obligations in the Agreement. Contractor will indemnify and hold harmless the District from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performance of the Agreement, including its use by the District. If contractor uses any design, device, materials or works covered by letters, service mark, trademark, patent, copyright or any other intellectual property right, it is mutually agreed and understood without exception that the proposal prices will include all royalties or costs arising from the use of such design, device or materials in any way involved in the work. Contractor shall defend, indemnify and hold the District and its successors and assigns harmless from and against all third-party claims, suits and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys fees and court costs) incurred as a result of (i) infringement by Contractor of any third-party patent, copyright or trademark of (ii) misappropriation by Contractor of any third-party trade secret in connection with any of the foregoing. 17.3 The indemnification obligations hereunder shall not be limited to any extent on the amount, type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' compensation acts, disability benefit acts, other employee benefit acts or any statutory bar. 17.4 Except as may otherwise be expressly set forth herein, each party shall be responsible to pay its own attorney's fees (including paralegal and any other fees) and all costs arising from disputes under the contract. 17.5 The Contractor recognizes the broad nature of this indemnification and hold harmless article, and voluntarily makes this covenant and expressly acknowledges the receipt of TEN DOLLARS ($10.00) payable upon receipt of first invoice and other good and valuable consideration provided by the District in support of this indemnification in accordance with the laws of the State of Florida. Page 27 of 30 RFP No. 01-19/TW, Substitute Teaching Employment Services 17.6 This article will survive the termination of the Contract. 18.0 PUBLIC RECORDS LAW: Pursuant to Florida Statutes Chapter 119, responses received as a result of this RFP shall not become public record until thirty (30) days after the date of opening or until posting of a recommendation for award, whichever occurs first. Thereafter, all documents or other materials submitted by all Respondents in response to this offering shall be open for inspection by any person and in accordance with Chapter 119, Florida Statutes, unless otherwise exempt under Florida law. It shall be the sole responsibility of the awarded Contractor to comply with all requirements of Chapter 119 regarding public records (whether documents, notes, letters, emails, or other records) received or generated in relationship to the Agreement awarded by the District. The Agreement shall be subject to Floridas Public Records Laws, Chapter 119, Florida Statutes. Contractor understands the broad nature of these laws and agrees to comply with Floridas public records laws and laws relating to records retention. In compliance with section 119.0701, Florida Statutes, Contractor agrees to: A. Keep and maintain public records required by the District in order to perform the service. B. Upon request from the Districts custodian of public records, provide the District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in the Chapter 119, Florida Statues or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the District. D. Upon completion of the Agreement, transfer, at no cost, to the District all public records in possession of Contractor or keep and maintain public records required by the District to perform the service. If Contractor transfers all public records to the District upon completion of the Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and