Financial Advisor Services

Dr. Diana L. Greene, Superintendent of Schools EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive, Suite 322 FAX: (904)858-4868 Jacksonville, FL 32207 July 13, 2021 Brent Wilder, Managing Director Public Financial Management, Inc. 300 South Orange Avenue, Suite 1170 Orlando, FL 32801 RE: RFP No. 15-21/TW, Financial Advisor Services On Thursday, April 8, 2021, the School Board of Duval County Public Schools approved the award of RFP No. 15-21/TW, Financial Advisor Services. The Board action authorized the contract for the period of May 1, 2021 through June 30, 2024. In accordance with Section 15 of the RFP, Insurance Requirements, please forward an updated copy of your insurance certificate. If you have any questions about this award, please contact Terrence Wright at (904) 858-4859. We look

forward to a continued successful partnership. Terrence Wright, Director DCPS Purchasing Services cc Michelle Begley Master Bid File eile re http://www.duvalschools.org/ AGREEMENT BETWEEN THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA, AND PFM FINANCIAL ADVISORS LLC This Agreement is dated April 8, 2021 and effective May 1, 2021 and is by and between The School Board of Duval County, Florida, a political subdivision of the State of Florida (the District) and PFM Financial Advisors LLC, a Delaware limited liability company authorized to transact business in Florida (the Contractor). Whereas, the District issued RFP No.15-21/TW for Financial Advisor Services dated January 7, 2021 (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 the only proposal attached hereto and incorporated herein by this reference as Exhibit B (the Proposal); Whereas, pursuant to Rule 6A-1.012(12)(c), F.A.C., the District determined that negotiating terms and conditions with the Contractor, as the sole proposer, is in the best interest of the District in lieu of re-soliciting proposals; Whereas, the Contractor is interested in and capable of performing the desired financial advisor services set forth in the RFP (the Services) for the District and the District desires to have the Contractor perform the Services; and Whereas, the parties have negotiated Contractor's Proposal as permitted by the RFP and 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 1.4 The recitals set forth above are true and correct and are incorporated into this Agreement by this reference. 1.2 The parties agree that the purpose of this Agreement is that the Contractor shall fully, timely, and continuously provide the District the Services in a manner in accordance with the Districts objectives set forth in the RFP and this Agreement. ARTICLE Il - TERM, COMMENCEMENT AND RENEWAL 2.1 The initial term of this Agreement commences May 1, 2021 and expires June 30, 2024. Pursuant to section 1.4 of the RFP, there are three (3) potential additional one (1) year renewals. 2.2 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 IIl- COMPENSATION 3.1 The compensation to be paid to Contractor for the Services is as set forth in Attachment B of the Proposal, a copy of which is attached hereto and incorporated herein by this reference as Exhibit Cc. 3.2 The maximum obligated amount under this Agreement for costs of issuance shall be as set forth in sections A, B, and C of Exhibit C, and shall not exceed the maximum aggregate cost of $300,000.00 for the Other-Transactional Fee Schedule set forth in section D of Exhibit C through the initial term and any renewals. 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). 3.3 The Contractor has executed and delivered to the District the federal forms in Exhibit 2 of the RFP. The Contractor shall re-execute and deliver to the District the federal forms concurrent with any subsequent amendment or renewal of this Agreement. ARTICLE IV TERMINATION 4.1 This Agreement may be terminated as set forth in the RFP. ARTICLE V - COMMUNICATIONS; NOTICES 5.1 Section 12.9, subsection 7 of the RFP is modified to add the Contractor's address for notices: PFM Financial Advisors LLC Attn: Managing Director 300 S. Orange Avenue Suite 1170 Orlando, Florida 32801 ARTICLE VI MISCELLANEOUS 6.1. 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 12.7.16 of the RFP shall be assigned. 6.2 Contractor's exceptions to the RFP set forth in its Proposal, if any, are stricken in their entirety, except for the following: a. Section 15.0 of the RFP is revised as follows: (a) Contractor's subcontractors shall provide separate insurance coverages to the District in the amounts, types, and self-insurance retentions set forth in the insurance requirements as set forth in the RFP; and (b) Contractor's self-insured retention for professional liability is $1,000,000.00. b. Section 16.1 of the RFP is deleted in its entirety and replaced with the following: The Contractor shall, in addition to any other obligation to indemnify the Duval County School Board and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the District, its agents, officers, elected officials, employees and volunteers from and against all claims, actions, lia S, 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 2 or loss arising out of, or claimed to have resulted in whole or in part from any actual or alleged negligent or intentionally wrongful act or omission of the Contractor, subcontractor, anyone directly 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. 6.3. This Agreement may be executed via facsimile and in one or more counterparts, each of which will be deemed an original, but all such facsimiles and counterparts will together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. ATT. THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA Diana Greene Superintendent of Schools and Ex-Officio Secretary to the Board Elizabeth Andersen, Chairman Form Approved: Approved by Board: April 6, 2021 By: Office of General Counsel PFM FINANCIAL ADVISORS LLC ee Name:_D. Brent Wilder Title: Managing Director EXHIBIT A RFP EXHIBIT B PROPOSAL EXHIBIT C FEE SCHEDULE Attachment B RFP No. 15-21/TW FINANCIAL ADVISOR SERVICES FEE SCHEDULE Transactional Fees payable only upon issuance of debt A, Long-Term Fixed-Rate Debt: FEE Per $1,000 1. Up to $25 Million $ 0.90 /$1,000 2. Over $25 Million but less than $50 Million $ 0.70 /$1,000 3. $50 n or More $ 0.45 /$1,000 Above Fees Subject to: Minimum for any Transaction $_18,000 Maximum for any Transaction $ 85,000 Additional Fee - Refunding Transaction $__5,000 B. Notes, Including but not limited to TANS and RANS _ $_7,500 Point assignment for Program Cost criterion will be based upon the above fee structure for A. and B. C. Incidental Expenses The lesser amount of Not to Exceed $2,000 per Issue Or Actual Costs (Travel, Lodging, Meals, Postage, Telephone, Copies Printing, All other Miscellaneous Expenses) OTHER-TRANSACTIONAL FEE SCHEDULE *In leau of hourly fees, D. Professional Fees /Hour the District may elect to Senior Professional ~Managing Diractor/DiractortSr, Managing Consultant 210 /Hour pay an annual retainer Analyst -Analysusr. Analyst 185 /Hour ree quanerly ' . . sn. % instailments, ie amount Administrative Staff 80__/HOUur ofthe retainer would be Other: negotiated to achieve the Other ____/Hour pistrict's desired level of Other /Hour service Other transactional services needed but not identified in this fee schedule will be negotiated and agreed to in writing in advance of commencement of such additional services. Vendor (Firm Name): _ PFM Financial Advisors LLC Print name of authorized Representative: D. Brent Wilder Signature of authorized Representative: @: __ Managing Director Date: 2/4/21 REP No. 15-21/TW, Financial Advisor Services April 6, 2021, Regular Board Meeting Title 12. FINANCIAL ADVISOR SERVICES Recommendation That the Duval County School Board approve the contract with PFM Financial Advisors LLC for (RFP) No. 15-21/TW for Financial Advisor Services through June 30, 2024. That the Duval County School Board authorize the Chairman or Vice Chairman, and the Superintendent to sign the contract upon form approval by the Office of General Counsel. That the Duval County School Board delegate authority to the Superintendent or her designee to renew the contract for subsequent years provided terms and conditions are essentially the same and favorable to the district and subject to availability of funds. There are three (3) additional one (1) year options to renew. Description A RFP was developed and distributed to vendors for Financial Advisor Services for the district's capital financing needs and other financial advisor services as needed. Only one response was received from PFM Financial Advisors LLC. PFM's response was evaluated and met the requirements of the RFP. Per State Board of Education Rule 6A- 1.012(12)(c), Florida Administrative Code, the following documents the reasons that negotiating terms and conditions with PFM is in the best interest of the district in lieu of resoliciting proposals. PFM is considered one of the leading financial advisors for school districts in the State of Florida. They have been awarded contracts with both large and small school districts through the solicitation process. PFM has successfully and satisfactorily provided financial advisor services for the district since May 2010. Their team has extensive experience in the industry as well as extensive knowledge of our district. The district has an excellent working relationship with PFM. The RFP was developed, distributed and the response evaluated in accordance with district adopted policies and standard practices. Additionally the pricing structure is competitive. The award to PFM as the sole proposer is in the best interest of the school district. Gap Analysis The district has a need to contract for specialized financial advisor services for capital outlay financing and other financial advisor services. The district contracts for a financing team for the issuance of debt. The financing team consists of the Financial Advisor, Bond Counsel and Underwriting firms to successfully complete debt financings. Due to the limited number of debt financings the school district performs, it is cost prohibitive to retain in house staff for these services, and bond purchasers/investors require the services of external bond counsel and financial advisors. Previous Outcomes PFM has been the district's Financial Advisor since May 5, 2010. Recently completed Financial Advisor services: Series 2014B Qualified Zone Academy Bond - $50,000,000 Series 2015B Certificates of Participation - $121,850,000 Series 2016A Certificates of Participation - $ 45,095,000 Series 2017A Certificates of Participation - $ 27,944,000 Expected Outcomes Professional Financial Advisor Services for the issuance of debt instruments will ensure that the district is receiving the highest quality of financial advice for future debt financings, refundings, escrow accounts and other financial advisor services as needed. Strategic Plan Goal DCPS will be fiscally transparent and communicate quarterly regarding the sales surtax. Financial Impact Generally, bond issuance proceeds cover most of the cost for specialized financial advisor services for debt financing and revenue bonds for surtax. New Certificates of Participation (COPs) issuances and refundings are paid with proceeds of the financings. Forward Delivery Agreements (FDAs) for escrow accounts can be structured that the successfully proposer pays the cost. Direct district costs are for financial advisor services necessary to maintain program compliance. Direct district costs are not to exceed $300,000 and will be funded out of the General Fund. The direct district costs for the current contract are as follows: Fiscal Year Amount 2015-2016 $15,242.50 2016-2017 $ 8,000.00 2017-2018 $12,000.00 2018-2019 $ 6,250.00 2019-2020 $ 9,827.02 2020-2021 $ 5,000.00 Total $56,319.52 Fund Center Fund Functional Area Commitment Item 1310 Treasury Services 10000 General Fund 7500 Fiscal Services 310 Professional/Technical Services Contact Michelle Begley, Chief Financial Officer, 904-390-2972 Anthony Cobb, Executive Director, Financial Services, 904-390-2922 Attachments 1. PFM Contract 2021 Final A Werk aaa q oe OWI Hl 4 GDYWU: { ab WILY Purchasing Department 1701 Prudential Drive Jacksonville, FL 32207 PH (904) 858-4848 FAX (904) 858-4868 February 24, 2021 FINANCIAL ADVISOR SERVICES RFP NO. 15-21/TW RECOMMENDATION FOR AWARD DATE OPENED: February 11, 2021 Any actual or prospective bidder, proposer or contractor who is aggrieved in connection with the intended award of a contract may file a protest and shall deliver its written notice of protest to Assistant Superintendent, Operations, or designee (hereinafter Hearing Officer) immediately, but no later than two (2) working days after recommendation of award, if not to the apparent low bidder, which will initiate the 48-hour notice requirement. The written protest with documentation shall be delivered to the Hearing Officer no later than 2 p.m. on the fourth (4 calendar day immediately following the notice of intent to award recommendation as is appropriate. If that day is a School Board non-workday, the protest shall be delivered no later than 9 a.m. the next Duval County School Board (DCSB) work day. Protests shall be presented with specificity, and every issue shall be fully documented. SEE ATTACHED wb eah; Financial Advisor Services RFP No. 15-21/TW EVALUATION COMMITTEE SUMMARY Ranking Proposer Available Points Points Attained 4 PFM Financial Advisors, LLC 400 368.00 - Recommended Vendor Page 1 of 30 RFP No. 15-21/TW, Financial Advisor Services REQUEST FOR PROPOSALS (RFP) RFP NO. 15-21/TW Financial Advisor Services Anticipated Schedule RFP Release Date: January 7, 2021 Deadline for Written Questions: January 21, 2021 4:00 p.m. (EDT) Proposals Opened: February 11, 2021, 2:00 p.m. EDT) Evaluation: February 23, 2021 Presentations (if necessary): March 4, 2021 Contract Award: April or May 2021 DUVAL COUNTY PUBLIC SCHOOLS Purchasing Services Department 1701 Prudential Drive Jacksonville, Florida 32207 eile re http://www.duvalschools.org/dcps Page 2 of 30 RFP No. 15-21/TW, Financial Advisor Services ATTACHMENT A Public Schools www.duvalschools.org 1701 Prudential Drive PHONE: (904) 390-2000 Jacksonville, FL 32207 TDD: (904) 390-2898 Purchasing Services PH: (904) 858-4848 1701 Prudential FAX: (904) 858-4868 Jacksonville, FL 32207 January 7, 2021 Request for Proposals (RFP) Required Response Form FINANCIAL ADVISOR SERVICES RFP No. 15-21/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. on February 11, 2021 and plainly marked RFP No.15-21/TW. Responses are due and will be opened at this time. Responses received after 2:00 p.m. on the date due will not be considered. 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 Qualifications, and all appendices/attachments and the contents of any Addendum released hereto. VENDOR (firm name): STREET ADDRESS: CITY & STATE: PRINT NAME OF AUTHORIZED REPRESENTATIVE SIGNATURE OF AUTHORIZED REPRESENTATIVE: TITLE DATE: CONTACT PERSON: CONTACT PERSON'S ADDRESS: TELEPHONE: FAX: TOLL FREE: INTERNET E-MAIL ADDRESS: INTERNET URL: VENDOR TAXPAYER IDENTIFICATION NUMBER: NOTE: Entries must be completed in ink or typewritten. An original manual signature is required. eile re Page 3 of 30 RFP No. 15-21/TW, Financial Advisor Services DUVAL COUNTY PUBLIC SCHOOLS RFP: FINANCIAL ADVISOR SERVICES RFP No. 15-21/TW INDEX 1.0 Introduction 2.0 Ex Parte Communication 3.0 Preparation and Submission Requirements 4.0 Familiarity with District and Additional Information 5.0 Anticipated Time Schedule 6.0 Proposal Evaluation and Award 7.0 Proposal Format and Evaluation Criteria 8.0 Proposal Evaluation Process 9.0 Replacement of Primary Financial Advisor, Other Key Advisors and Staff 10.0 Termination, Suspensions, and Remedies 11.0 Default 12.0 Legal Requirements 13.0 Federal and State Tax 14.0 Conflict of Interest 15.0 Insurance Requirements 16.0 Indemnification/Hold Harmless Agreement 17.0 Public Records Law 18.0 Permits and Licenses 19.0 Public Entity Crimes 20.0 Assignment of Contract and/or Payment 21.0 Agreement 22.0 Dispute 23.0 Disclaimer 24.0 Office of Economic Opportunity Encouragement Page 4 of 30 RFP No. 15-21/TW, Financial Advisor Services ATTACHMENTS TO BE COMPLETED AND RETURNED AS A PART OF EACH PROPOSAL: A. Required Response Form Page 2 of 30 (signature required) B. Fee Schedule C. Proposed Schedule of Participation Office of Economic Opportunity EXHIBITS: 1. Evaluation Worksheet 2. Federal Forms Page 5 of 30 RFP No. 15-21/TW, Financial Advisor Services DUVAL COUNTY PUBLIC SCHOOLS RFP: FINANCIAL ADVISOR SERVICES RFP No. 15-21/TW 1.0 INTRODUCTION: 1.1 Purpose: The purpose and intent of this Request for Proposals (RFP) is to solicit sealed Proposals from qualified sources to establish a contract for District Financial Advisor. 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 918 square miles. The FY 20-21 budget for the District totaled roughly $1,731 billion, including an operating budget of roughly $1,061 billion and a capital budget of roughly $190 million. The District operates 171 facilities, including administrative areas, elementary schools, middle schools, high schools and specialized schools. As approximately the 20th largest school district in the nation, the District serves 120,000 to 130,000 students (the student population changes annually). It is the second largest employer in Jacksonville with approximately 8,500 teachers and a similar number of support staff at 99 elementary schools, 2 K- 8 schools, 24 middle schools, 19 high schools, and 2 middle/senior high schools, 6 exceptional student centers, 7 alternative schools, 1 virtual school and 13 administrative facilities. The administration of this Contract is a function of the Districts Business Services Department. All post-award communications shall be directed to Executive Director, Business Services. A copy of the Districts Comprehensive Annual Financial Report for the fiscal year ended June 30, 2020, which includes an unmodified opinion, may be accessed on the District at the following address: http://www.duvalschools.org/Page/10243 Comprehensive Annual Financial Report 2019-2020 1.3 District Objectives/Scope of Services: The successful Contractor shall furnish all necessary management and resources (including but not limited to sufficient administrative and management personnel, support staff, equipment, materials and http://www.duvalschools.org/Page/10243 Page 6 of 30 RFP No. 15-21/TW, Financial Advisor Services supplies) to provide a complete scope (short- and long-term debt, sinking funds, refundings, forward delivery agreements, rating reviews, arbitrage, investment and debt policies reviews and other services as requested) of financial advisory services for the District. The successful Contractor will be responsible to manage and operate a comprehensive financial advisor services program which fulfills the objectives of the District. All Services shall be fully, timely, and continuously performed by the Contractor in a manner in accordance with the Scope of Services as set forth in this RFP. The required services may include, but are not limited to: 1. Review existing debt structure and financial resources to determine available borrowing capacity and financing options. 2. Analyze financial and economic factors that would determine if the Board should proceed with the issuance of debt. 3. Provide advice on the various financing methods available to the Board. 4. Provide advice on the advantages and disadvantages of public negotiated vs. competitive bid sales and market timing. 5. Provide assistance, if requested, in the preparation and evaluation of responses to requests for proposals and the selection process for bond counsel, disclosure counsel, underwriters, trustee, and other services as applicable. 6. Recommend plans, timing and structuring of bond sales. Provide advice on the condition of the bond market at the time of sale, including volume and timing considerations, competing offerings and general economic considerations. This includes the creation and review of any notice of bid and bid forms. 7. Identify tasks, responsibilities, and dates for completing activities leading up to bond sale. 8. Assist bond counsel and Board staff to develop the necessary documents for each debt issue. 9. Assist in setting forth the terms and conditions under which issues are purchased, including but not limited certificate amounts, dates, maturity schedules, debt service coverage requirements, covenants, redemption provisions, flow of funds, issuance expenses, costs, discounts/premiums, interest rates, bond sale calendar and official bid form. 10. Assist in the credit rating process, to include presentations to financial rating institutions, the compilation of rating related information, and periodic rating surveillance meetings. 11. Evaluate the use of credit enhancement. Solicit bids for and analyze the cost effectiveness of bond insurance. Prepare presentation to insurance agencies, attend and participate as necessary. 12. For competitive sales, initiate and conduct pre-marketing activities, evaluate bids, including accuracy of TIC calculation, and recommend award. 13. Review pricing and allocation of bonds and provide assurance that the pricing of the bonds is the lowest price based on the existing market conditions at the time of sale. Page 7 of 30 RFP No. 15-21/TW, Financial Advisor Services 14. Evaluate the effect of various structuring, timing and marketing tactics on the results of proposed financial plans. 15. Prepare any necessary illustrations, charts, graphic presentations, or other information of use to the public, underwriters, and investors. 16. Provide advice related to compliance with arbitrage regulations. 17. Provide advice about the impact of Federal, State and local requirements associated with the Districts financial matters. 18. Monitor outstanding debt issues to make recommendations on refunding opportunities. 19. Keep Board staff continually informed of relevant developments in the credit markets and tax laws that could affect Board financing plans. 20. Attend meetings with DCPS staff and/or the Duval County School Board as directed by the District. 21. Provide information and advice to the District from time to time concerning the investment of available funds. General economic conditions proposed changes in the law (whether tax or otherwise) and provide information, advice and assistance to the District from time to time in its general operations concerning matter that may affect the interests of the District. 22. The firm will provide decisive recommendations on the suitability of proposals and options involving District financial matters. The desired recommendations would define and analyze all options and then provide a detailed case for the final recommendation. 23. The firm will provide creation of performance benchmarks against which to compare proposals and the results of financial transactions. This includes recommending appropriate savings levels for the refunding of existing debt. 24. The firm will provide ongoing tracking and reports of the results, structures and trends in markets related to the financial activities of the District. 25. The firm will provide assistance in the preparation and sale of debt incurred by or on behalf of the District, including but not limited to certificates of participation, general obligation bonds, and refunding bonds. 26. In the event a refund escrow and/or structured investment is procured, the firm will provide assistance with the solicitation of bids or quotes to provide for the investment of the DCSB construction proceeds and/or refunding escrows that result from debt issues contemplated herein or for other investments as requested by DCSB. The Proposer understands that compensation for providing investment services related to construction proceeds associated with the issuance of tax-exempt securities by DCSB is expected to be provided by the investment provider in accordance with the limits set forth in the arbitrage rules of the U. S. Tax Code. Fees for other investment services will be negotiated and agreed to in writing in advance of commencement of such additional services. Page 8 of 30 RFP No. 15-21/TW, Financial Advisor Services 27. The firm will represent the District, if requested, as an expert witness for financial matters in relation to a proposed financing for validation hearings and attend any judicial hearings in relation thereto. 28. The firm will comprehensively review all legal and offering documents associated with DCSB financings, including bond resolution, trust agreements, registrar or paying agent agreements, escrow deposit agreements, and such other similar documents necessary, related or incidental to the proposed financing; provided, however that such review and comment shall be made only in the capacity of a financial advisor and shall not be construed as legal advice nor shall DCSB rely upon such advice or comment in lieu of consulting an attorney. 29. The firm will provide preparation and analysis of appropriateness of preliminary sales and recommendation of the bond purchase agreement presented by selected underwriters in a negotiated financing. Negotiation of gross spread, attendance at trading desk of senior managing underwriter during pricing of such debt (when appropriate) and the negotiation of opening wire and final bid will also be expected. 30. The firm will conduct competitive bid opening and confirm the results, assist in the preparation of the bid documents, notice of sale and other documents or actions necessary to conduct a sale of the debt in such manner, including receipt of the bids and the calculation, identification and recommendation of the successful bidder. 31. The firm will provide assistance, coordinate, and supervise the efficient closing of all financial transactions. Preparation of a Report and Opinion as to fairness of the pricing of the debt with respect to a negotiated sale and presentation thereof to DCSB, upon request will be required. 32. DCSB may at its sole discretion renegotiate terms, conditions, and specifications including fees and/or expand or reduce the scope of Financial Advisors services under this Agreement. 1.4 Contract Term: The District shall select a Contractor to provide complete Financial Advisor services as herein described for the District commencing from the date of award 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. The fee structure of the Contractor shall remain firm for the entire contract term including any and all renewal periods. 2.0 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 or Legal Services personnel involved with or related to this RFP, other than as expressly designated in this document, is strictly prohibited. Violation of this restriction may result in the rejection/disqualification of the proposal. Ex parte communication (whether verbal or written) by any potential Respondent or representative of any potential Respondent to this RFP with District Board members is also prohibited and will result in the disqualification of the Respondent. Notwithstanding the foregoing, communications are permissible by this Section when such Page 9 of 30 RFP No. 15-21/TW, Financial Advisor Services 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). 3.0 PREPARATION AND SUBMISSION REQUIREMENTS: Proposals not conforming to the instructions provided herein will be subject to disqualification at the sole option of the District. 3.1 All proposals must be received no later than 2:00 p.m. (EDT), on February 11, 2021. 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 and will be returned unopened to the Proposers(s) after the evaluation. 3.2 One manually signed original, two (2) photocopies, and six (6) USB Flash Drives to be submitted (in .pdf format) of the complete proposal must be sealed and clearly labeled "REQUEST FOR PROPOSAL: FINANCIAL ADVISOR SERVICES" on the outside of the package. The legal name, address, Proposers' contact person, and telephone number must also be clearly annotated on the outside of the package. The manually signed original shall be clearly marked as ORIGINAL. Once accepted, all original proposals and any copies of proposals become the sole property of the District and may be retained by the District or disposed of in any manner the District deems appropriate. 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 lineouts 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 copies will be utilized by the Evaluation Committee for the purpose of evaluation of proposals. Any information contained in the original proposal which has not been transferred to the Flash Drives or photocopies will NOT be considered. The original document will be used solely for official record keeping purposes. 3.3 Potential Proposers shall not contact, by written or verbal communication, any District employee, Office of General Counsel or School Board Member for information regarding this RFP other than as expressly permitted by this RFP. Additions, deletions or modifications to information contained in the RFP document will be presented to all potential Proposers by means of a written addendum, if necessary. No verbal or written information which is obtained other than by information in this document or by addendum to this RFP will be binding on the District. Any questions or requests for clarification Page 10 of 30 RFP No. 15-21/TW, Financial Advisor Services regarding this RFP shall be submitted to Mr. Terrence Wright, Purchasing Services in writing at the address as shown on the cover letter or via e-mail at wrightt@duvalschools.org. The deadline for such questions or requests will be 4:00 pm. EDT on January 21, 2021 unless otherwise extended in writing by the District. Questions or requests for clarification received after the deadline will NOT be addressed. 3.4 Any proposal may be withdrawn prior to the date and time the proposals are due. Any proposal not withdrawn will constitute an irrevocable offer, for a period of ninety (90) days, to provide the District ample time to award the Contract for the services specified in the proposal and this RFP. Concurrent with the delivery of the Proposers proposal, the Proposer shall also irrevocably deliver a completed and properly signed Attachment A (Required Response Form), a completed and properly signed Attachment B (Fee Schedule) and a completed and properly signed Attachment C (Office of Economic Opportunity Participation Form). 4.0 FAMILIARITY WITH DISTRICT AND ADDITIONAL INFORMATION: Proposers should become familiar with any local conditions which may, in any manner, affect the services required. The Proposers(s) is/are required to carefully examine the RFP terms and to become thoroughly familiar with any and all conditions and requirements that may in any manner affect the services to be performed under the Contract. No additional allowance will be made due to lack of knowledge of these conditions. Submission of a proposal shall constitute acknowledgement by the Proposers that he or she is familiar with all conditions. The failure to familiarize himself or herself with the sites shall in no way relieve him or her from any obligations with respect to the proposal. 5.0 ANTICIPATED TIME SCHEDULE: The District will attempt to adhere to the following time schedule: January 7, 2021 RFP Release Date January 21, 2021, 4:00 p.m. Deadline for questions February 11, 2021, 2:00 p.m. Proposal Opening February 23, 2021 Committee Evaluation March 4, 2021 Presentations (if necessary) April or May, 2021 Board Approval - Contract Award Date Inquiries regarding the status of a proposal must not be made prior to the posting of award recommendation. The District reserves the right to schedule a Mandatory pre-proposal conference(s) as necessary to encourage competition and serve to advance the best interests of the District. 6.0 PROPOSAL EVALUATION AND AWARD: 6.1 Minimum Eligibility Requirements: In order to be considered for evaluation, the Proposers shall demonstrate sufficient capacity, resources and experience to provide complete professional financial advisor services as required by the District. mailto:wrightt@duvalschools.org Page 11 of 30 RFP No. 15-21/TW, Financial Advisor Services At a minimum, Proposers shall: A. Demonstrate an understanding of the Districts unique financing needs and requirements. B. Provide satisfactory evidence of sufficient resources, experience and qualifications of the firm and of key personnel who will be assigned to the Districts account. C. Demonstrate considerable experience in pricing for Certificates of Participation transactions, Qualified Zone Academy Bonds, Qualified School Construction Bonds, General Obligation Bonds, Sales Tax Bonds, and other types of long-term debt financing. D. Demonstrate experience in providing financial advisor services for Refundings, Forward Delivery Agreements, Debt Sinking funds and other types of financings related to debt. E. Demonstrate experience in providing financial advisor services for Tax Anticipation Notes, Revenue Anticipation Notes, and other types of short-term debt financing. F. Demonstrate experience in preparing and handling request for proposals and responses concerning financing opportunities for clients. G. Demonstrate a willingness and ability to devote the necessary resources to provide information and support to the District on an as needed basis. NOTE: The items above shall be clearly outlined in the proposal. 6.2 Districts Rights and Reservations A. The District reserves the right to accept or reject any or all proposals. B. The District reserves the right to waive any irregularities and technicalities and may at its sole 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 attempt to notify the affected respondents by email not later than seven business days prior to their respective scheduled presentation/interview. 7.0 PROPOSAL FORMAT AND EVALUATION CRITERIA: In order to maintain comparability and enhance the review process, it is required that proposals be organized in the manner specified below. Include all information in your proposal. Proposers are encouraged to provide tab separations for each item. Proposals received which do not contain ALL items listed in this section will be considered non-responsive. A. REQUIRED RESPONSE FORM (Attachment A): Submit with all required information completed and all signatures as specified. No points are assigned to this required item. Page 12 of 30 RFP No. 15-21/TW, Financial Advisor Services B. EXPERIENCE AND REFERENCES: (25 points) Provide the following general information about your firm: 1. The size of the firm (national and regional/local). 2. Organizational structure. 3. List specific experience with General Obligation and Sales Tax referendums for school districts and other governmental agencies within the last 5 years. 4. Experience with school districts and other governmental agencies in Florida within the last 5 years. Show a wide range of experiences with different financing vehicles both long term (bonds) and short term (notes). 5. List a minimum of three (3) previous, similar sized educational/institutional contracts 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. 6. List a minimum of three (3) current educational/institutional contracts (distinct from those above) together with contact names and valid contact information as listed above. Provide a brief outline of each contract with information regarding services performed and any other information deemed relevant. 7. Include a brief description of all lawsuits that are pending and/or filed against the Proposer over the last three (3) years and any disciplinary action taken against the Proposer. 8. List any contracts which have been terminated early or upon renewal within the past five (5) years and explain the reason for early termination or non-renewal and include contact names, titles and phone numbers. 9. Provide information on any legal or regulatory violations, pending or actual investigations by the SEC or other regulatory agencies the firm has been involved within the last (3) years. C. FINANCIAL ABILITY: (10 points) Proposer must provide the following: 1. Proposer must provide the last two (2) years audited financial statements 2. Describe any planned, recent or previous (three (3) years ended December 31, 2020), downsizing, mergers or acquisitions pertaining to your firm. 3. Provide proof of level and types of insurance carried, including the deductible amount, to cover errors and omissions, improper judgments, or negligence. 4. Provide a recent credit rating and/or credit history report for your firm. D. ORGANIZATION AND KEY PERSONNEL: (25 points) Proposer must provide the following: 1. Identify the support team that will be responsible for providing the required contract services at the resident, regional and corporate level (as is applicable), their years of experience with the firm and types of debt financing they have worked on. You are to include any sub-contractors or sub-consultants. 2. Indicate the specific individual who would serve as the day-to-day contact and be responsible to the District. Provide contact information. Identify any special recognition they have received in their field. 3. Provide detailed resumes for the primary financial advisor and other key advisors who will be assigned to the District account. 4. Provide a list and description of financial advisor services the primary financial advisor has provided within the past three years for school districts. 5. General information is required for (management staff/administrative support) personnel at the regional/local and corporate levels that will assist in providing services to the District (if applicable). Page 13 of 30 RFP No. 15-21/TW, Financial Advisor Services 6. Provide an organization chart and your firms process for replacing the primary financial advisor and other key advisors when necessary. E. FIRMS CAPABILITIES AND APPROACH: (30 points) Proposer must provide the following: 1. Describe your understanding of the District, its capital program, its debt structure and credit rating. 2. Describe how your firm would assist the Board in developing and implementing any new financing program. 3. Describe any actions undertaken by your firm to lower the cost of borrowing for Florida School Districts. 4. Discuss your understanding of the major bond insurers requirements with regard to title insurance, property and casualty insurance on the facilities to be financed and security covenants. 5. Discuss any unique or innovative ideas your firm has used to meet school District financing needs including information on clients for which the firm has assisted 6. Discuss the firms involvement in other school district/governmental matters which the Proposer believes would be of benefit to the District. Include the name, telephone number and valid email address of a contact person at each organization. 7. Describe your firms ability to assist the District with the structuring and pricing of publicly offered debt issues. 8. Describe your firms ability to assist the District with direct placement/loans. 9. Describe any additional features, attributes or conditions that should be considered in evaluating your firm. F. PROGRAM COST: (10 points) Complete and submit Fee Schedule (Attachment B) When submitting your fee schedule, remember that fees will not be paid until after a successful financing has occurred (closed) and 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 the 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. 8.0 PROPOSAL EVALUATION PROCESS: Proposals are received and publicly opened. Only names of Proposers are read at this time. An Evaluation Committee will convene, review and evaluate all proposals submitted based on the factors set forth in this RFP. Purchasing personnel will participate in an administrative and advisory capacity only. The Evaluation Committee reserves the right to interview any or all Proposers and to require a formal presentation with the key people who will administer and be assigned to work on the contract before recommendation of award. This interview is to be based upon the written proposal received. 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. Page 14 of 30 RFP No. 15-21/TW, Financial Advisor Services Proposers are advised to provide their best offer with the initial proposal because the District reserves the right to award a Contract based on initial proposals without further discussion or negotiation. The proposal most advantageous to the District in its sole discretion will be selected. The District reserves the right to negotiate out unacceptable clauses or restrictions incorporated within an otherwise acceptable proposal. In the event that a mutually acceptable contract between the District and the selected Proposers cannot be successfully negotiated and executed, then the District reserves the right to discontinue negotiations with such Proposers and to negotiate and execute a Contract with the next-ranked Proposers. The District reserves all rights, in its sole discretion, not to issue an award to any Proposers, to cancel this RFP at any time, to reissue this RFP for any reason, or a combination of any or all of the above. The District will not be liable to any Proposer for any costs incurred in connection with this RFP as a result of any of the above stated actions taken by the District. Purchasing Services will prepare and submit a recommendation agenda item to the Superintendent of Schools, Duval County, Florida. After consultation with District and/or Legal Services for his/her recommendation pursuant to Section 126.313, Ordinance Code, and 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). 9.0 REPLACEMENT OF PRIMARY FINANCIAL ADVISOR, OTHER KEY ADVISORS AND STAFF: Replacement of the primary Financial Advisor to be assigned to the District contract shall require prior written approval by the District. Replacement of primary Financial Advisor, other key advisors and staff assigned to the Districts contract must have, at a minimum, credentials equivalent to the individuals whom they replace. Resumes of replacement primary financial advisor and other key advisors may be required to be submitted to the District for review. The District reserves the right to interview replacement primary Financial Advisor prior to approval. The successful Contractor shall provide any and all necessary training for financial advisor and staff employed under the terms of the Contract with the District. 10.0 TERMINATION, SUSPENSION, AND REMEDIES: 10.1 The District reserves the right to terminate any Contract resulting from this RFP, at any time and for any reason upon giving a minimum of sixty (60) days prior written notice to the Contractor. If said Contract should be terminated for convenience as provided herein, the District will be relieved of all obligations under said Contract. The District will only be required to pay to the Contractor that amount of the Contract actually performed to the date of termination. Access to any and all work papers will be provided to the District after the termination of the Contract. The parties understand and agree that the Contractor shall in no event have the reciprocal right to terminate the Contract; it being understood that the Districts payment of the Contract fees forms the consideration for the Contractor not having this right to terminate for convenience. In the event of the Districts termination of the Contract, the District (in its sole election) Page 15 of 30 RFP No. 15-21/TW, Financial Advisor Services may also require the Contractor to provide the Transition Assistance set forth in section 10.3 of this RFP. 10.2 In the event any of the provisions of the Contract are breached by the Contractor, the Superintendent or designee will give written notice to the Contractor stating the deficiencies and unless the deficiencies are corrected within the applicable cure period set forth in this RFP (and if none is stated, then ten (10) days), the District may terminate the Contract. Upon termination hereunder, the District may pursue any and all legal remedies as provided herein and by law. Notwithstanding the foregoing, and in addition to the remedies set forth herein, the District may elect the following in its sole discretion, and without any obligation whatsoever to make this election. If Contractor is unable to reasonably cure a deficiency within ten (10) days after receiving the Districts notice notwithstanding Contractors continuous and diligent efforts to do so, the District may elect, in its sole discretion, to permit Contractor to cure the deficiency as soon as is reasonably practicable using continuous and diligent efforts, but in no event more than thirty (30) days after receipt of the Districts notice. Until the earlier of either (1) the deficiencies are cured or (2) this agreed upon cure period expires, the Contractor remains obligated to perform the Services without degradation and in accordance with the Contract. 10.3 In order to provide transition assistance to the District in the event that the Contract is terminated or expires, the Contractor agrees that the District may provide written notice to the Contractor retaining the Contractor for a mutually agreed upon period of time (at a minimum of one calendar month, plus up to five (5) additional calendar months on a month-by-month basis at the Districts sole and unilateral election) on the same terms and conditions set forth in the Contract (the Transition Assistance). Transition Assistance could be invoked, by way of example, to complete a transaction authorized by the agreement that was initiated during the term of the agreement. 10.4 The provisions of this section will not apply if the Contract is terminated by the Contractor based on an uncured event of default by the District as set forth in Section 10.2 of this RFP. 11.0 DEFAULT: In the event that the Contractor breaches the Contract, then the District reserves the right to seek any and all remedies in law and/or in equity. 12.0 LEGAL REQUIREMENTS: 12.1 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) Drug-Free Workplace Certification; (c) Certification Regarding Debarment, Suspension, and Other Responsibility Matters; and (d) Non-Collusion Affidavit. Page 16 of 30 RFP No. 15-21/TW, Financial Advisor Services 12.2 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. 12.3 Respondents affirm by submitting their proposals that they are equal opportunity and affirmative action employers and shall comply with all applicable Federal, State and local laws and regulations including, but not limited to: Executive Order 11246 as amended by 11375 and 12086; 12138; 11625; 11758; 12073; the Rehabilitation Act of 1973, as amended; the Vietnam Era Veterans Readjustment Assistance Act of 1975; Civil Rights Act of 1964; Equal Pay Act of 1963; Age Discrimination Act of 1967; Immigration Reform and Control Act of 1986; Public Law 95-507; the Americans with Disabilities Act; 41 CFR Part 60 and any additions or amendments thereto. 12.4 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, to the Internal Board Auditor, 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. 12.5 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. 12.6 Representations and Warranties Page 17 of 30 RFP No. 15-21/TW, Financial Advisor Services 12.6.1 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). 12.6.2 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. 12.6.3 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 12.6.4 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. 12.6.5 Neither Party shall use the name or marks of the other without its express written permission, which may be withdrawn at any time. 12.7 Miscellaneous. The Contract to be awarded pursuant to this RFP shall be further governed by the following: 12.7.1 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. 12.7.2 The Contract shall not be construed more strongly against any party regardless of who was more responsible for its preparation. 12.7.3 Except for the provisions requiring Contractor to pay the Districts reasonable attorneys fees and costs for any matter arising under Section 19 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. 12.7.4 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. 12.7.5 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. 12.7.6 The Contract may not be amended or supplemented in any way except in writing, dated and signed by authorized representatives of both parties. Page 18 of 30 RFP No. 15-21/TW, Financial Advisor Services 12.7.7 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. 12.7.8 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. 12.7.9 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. 12.7.10 Except where expressly provided as being in the discretion of a Party, where agreement, approval, acceptance, consent, or similar action by either Party is required under the Contract, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under the Contract shall not relieve the other Party from responsibility for complying with the requirements of the Contract, nor shall it be construed as a waiver of any rights under the Contract, except as and to the extent otherwise expressly provided in such approval or consent. 12.7.11 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. 12.7.12 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. 12.7.13 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. 12.7.14 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 General Counsel 1701 Prudential Drive 1701 Prudential Drive, Room 340 Jacksonville, Florida 32207 Jacksonville, Florida 32207 Phone: (904) 390-2115 Phone: (904) 390-2032 Attn: Superintendent Page 19 of 30 RFP No. 15-21/TW, Financial Advisor Services 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. Districts Representative: Executive Director, Business Services 1701 Prudential Drive Jacksonville, Florida 32207 Phone: (904) 390-2426 12.7.15 Gratuities and Kickbacks. Any employee or any official of the District, elective or appointive, who shall take, receive, or offer to take or receive, either directly or indirectly, any rebate, percentage of contract, money or other things of value, as an inducement or intended inducement, in the procurement of business, or the giving of business, for, or to, or from, any person, partnership, firm or corporation, offering, proposing for, or in the open market seeking to make sales to the District, shall be deemed guilty of a felony and upon conviction such persons shall be punished to the full extent of the law. Every person, firm, or corporation offering to make, or pay, or give, any rebate, percentage of contract, money, or other things of value, as an inducement or intended inducement, in the procurement of business, or the giving of business, to any employee or official of the District, elective or appointive, in his efforts to proposal for, offer for sale, or to seek in the open market to make sales to the District, shall be deemed guilty of a felony and upon conviction such persons shall be punished to the full extent of the law. It is the policy of the District to not accept gifts, gratuities, or favors of any kind or of any value whatsoever from vendors, members of the staff, or families. Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure the Contract, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of the Contract. Contractor further warrants that it, nor any of its directors, employees, officers or agents, nor any of 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. 12.7.16 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. Page 20 of 30 RFP No. 15-21/TW, Financial Advisor Services 12.7.17 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. 12.8 Employment Eligibility Pursuant to the provisions of section 448.095, Florida Statutes, the parties agree to the following. For purpose of this section, the term contract includes this Agreement and any contract between the Contractor and any of Contractors subcontractor(s): (a) Beginning January 1, 2021, the District, the Contractor, and any of Contractors subcontractor(s) shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees. The District, the Contractor, and any of Contractors subcontractor(s) may not enter into a contract unless each party to the contract registers with and uses the E-Verify system. (b) 1. If the Contractor enters into a contract with a subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. 2. If the District has a good faith belief that a subcontractor knowingly violated this subsection, But the contractor otherwise complied with this subsection, then the District shall promptly notify the Contractor and order the Contractor to immediately terminate the contract with The subcontractor. 3. A contract terminated under subparagraph 1. Or subparagraph 2. Is not a breach of contract and may not be considered as such. (c) 1. The District, the Contractor, or any of the Contractor/s subcontractors who has a good faith belief that a person or entity with which it is contracting has knowingly violated s.448.09 (1), Florida Statues, shall terminate the contract with the person or entity. 2. If the District has a good faith belief that a subcontractor knowingly violated this subsection, But the Contractor otherwise complied with this subsection, the District shall promptly notify the Contractor and order the Contractor to immediately terminate the contract with the sub- contractor. 3. A contract terminated under subparagraph 1. Or subparagraph 2. Is not a breach of Contract and may not be considered as such. (d) The District, Contractor, or any of Contractors subcontractor(s) may file an action with a circuit or county court to challenge a termination under paragraph (c) no later than 20 calendar days after the date on which the contract was terminated. (e) If the District terminates the Agreement with Contractor under paragraph (c), the Contractor may Page 21 of 30 RFP No. 15-21/TW, Financial Advisor Services not be awarded a public contract for at least 1 year after the date on which the Agreement was terminated. (f) The Contractor is liable for any additional costs incurred by the District as a result of the termination of a contract. 12.9 Additional Legal Requirements 1. Termination. The District reserves the right to terminate the Agreement at any time and for any reason upon giving thirty (30) days notice to the Contractor. If the Agreement is terminated for convenience as provided herein, the District will be relieved of all obligations under said Agreement and the District will be required to pay that amount of the Agreement actually performed to the date of termination. 2. Subcontractors. If Contractor is permitted to subcontract any of the work set forth in the Agreement, Contractor shall ensure that each subcontractor complies with all provisions of the Agreement. Contractor will remain liable for the acts and omissions of such subcontractor(s) and the proper performance and delivery of the products and/or services set forth in the Agreement. 3. Public Records Laws. The Agreement shall be subject to 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 exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of the Agreement, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the District, upon request of the Districts custodian of public records, in a format that is compatible with the information technology systems of the District. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTORS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS (THE DISTRICTS CONTRACT ADMINISTRATOR) AT THE ADDRESS AND PHONE NUMBER BELOW. Stephanie Riviello riviellos@duvalschools.org 4. Non-Discrimination Contractor represents and warrants to the District that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractors performance under the Agreement on account of a persons actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other protected status under applicable law, or any other mailto:riviellos@duvalschools.org Page 22 of 30 RFP No. 15-21/TW, Financial Advisor Services distinguishing physical or personality characteristics. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics, be denied the benefits of, or be subjected to discrimination, or be denied access and services, under any provision of the Agreement. 5. Severability If any clause or provision of the Agreement is illegal, invalid or unenforceable under present or future laws effective during the term hereof, then the remainder of the Agreement shall not be affected thereby; and in lieu of each clause or provision of the Agreement which is illegal, invalid or unenforceable, there shall be added, as part of the Agreement, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid and enforceable. 6. Assignment Neither the Agreement nor any portion thereof may be assigned by Contractor, in whole or in part, without the prior written consent of the District. 7. Notices; Agency Administrator Every notice, approval, consent or other communication authorized or required by this Agreement shall not be effective unless same shall be in writing and sent via hand delivery or overnight delivery (with a receipt), directed to the other party at its address provided below or such other address as either party may designate by notice from time to time in accordance herewith: If to Contractor: With copy to: To be set forth in the final awarded contract If to District: With copy to: The School Board of Duval County, Florida Office of General Counsel 1701 Prudential Drive c/o 1701 Prudential Drive Jacksonville, Florida 32207 Room 340 Phone: (904) 390-2115 Jacksonville, FL 32207 Attn: Dr. Diana Greene, Superintendent Phone: (904) 390-2032 Notwithstanding the foregoing, the parties agree that all communications relating to the day-to- day activities shall be exchanged between the respective representatives of the District and the Contractor, which representatives shall be designated by the parties in writing promptly upon commencement of the Services. Once so designated, each partys representative shall coordinate communications and processes as needed for the purposes of conducting the services set forth in the Agreement, as well as the process for routine or administrative communications. The parties shall also reasonably cooperate as to the development (including content and format) of the invoicing and any reports to be provided by Contractor as part of the services. For purposes of the Districts representative for the day-to-day activities, the Districts Administrator shall be: Duval County Public Schools Attn: Business Services, Executive Director 1701 Prudential Drive Jacksonville, FL 32207 (904) 390-2498 13.0 FEDERAL AND STATE TAX: The District is exempt from federal and state taxes for tangible personal property. The Contractor doing business with the District will not be exempted from paying sales tax to its suppliers for materials to fulfill contractual obligations with the District, nor will any Contractor be authorized to use the Page 23 of 30 RFP No. 15-21/TW, Financial Advisor Services Districts Tax Exemption Number in securing such materials. 14.0 CONFLICT OF INTEREST: 14.1 Pursuant to the District Policy all bidders, proposers, consultant, and contractors are required to disclose the names of any of their officers, directors, agents, or employees who serve as agents or principals for the bidder, proposer or contractor, and who within the last two (2) years, have been or are employees of the District. And all bidders, proposers, consultants, and contractors are required to disclose the name of any District employee who owns, directly or indirectly, any interest in the Contractors business. Such disclosures will be in accordance with current District policies, but will include, at a minimum, the name of the former District employee, a list of the position the employee held in the last two (2) years of his or her employment with the District, and the dates the employee held those positions. By its signature of the Agreement, contractor certifies to the District that there are no names to disclose to the District pursuant to this section. 14.2 Non-Collusion Statement / Public Domain I, the Proposer, attest that I have not divulged, discussed, or compared this proposal with any other Proposers and have not colluded with any other Proposers in the preparation of this proposal in order to gain an unfair advantage in the award of this proposal. All information contained herein is part of the public domain as defined in the Public Records Act, Chapter 119, Florida Statutes. 15.0 INSURANCE REQUIREMENTS: 15.1 Description of the CONTRACTOR Required Insurance. Without limiting any of the other obligation or liabilities of the CONTRACTOR, the CONTRACTOR shall, (and shall also require of any of its subcontractors) at the CONTRACTORs sole expense, procure, maintain and keep in force the amounts and types of insurance conforming to the minimum requirements set forth herein. Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of the Agreement by District and shall be maintained in force throughout the term of the Agreement. 15.2 Workers Compensation/Employers Liability. The Workers Compensation/Employers Liability insurance provided by the CONTRACTOR shall conform to the requirements set forth herein. (a) The CONTRACTORs insurance shall cover the CONTRACTOR (and to the extent its Subcontractors and Sub-subcontractors are not otherwise insured, its Subcontractors and Sub-subcontractors) for those sources of liability which would be covered by the latest edition of the standard Workers Compensation policy, as filed for use in the State of Florida by the National Council on Compensation Insurance (NCCI), without any restrictive endorsements other than the Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those which are required by the State of Florida, or any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for the Florida Workers Compensation Act, where appropriate, coverage is to be included for the Federal Employers Liability Act and any other applicable federal or state law. (b) The policy must be endorsed to waive the insurers right to subrogate against DCSB, and its Page 24 of 30 RFP No. 15-21/TW, Financial Advisor Services 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 DCSB, 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 be: $1,000,000 Each Accident $1,000,000 Disease - Each Employee $1,000,000 Disease - Policy Limit 15.3 Commercial General Liability. The Commercial General Liability insurance provided by the CONTRACTOR shall conform to the requirements hereinafter set forth: (a) The CONTRACTORs insurance shall cover those sources of liability which would be covered by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida by the Insurance Services Office (ISO) without any restrictive endorsements other than those which are required by the State of Florida, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements) and those described below which would apply to the Services contemplated under this Agreement. The coverage may not include restrictive endorsements which exclude coverage for liability arising out of: Sexual molestation, Sexual abuse or Sexual misconduct. The coverage may include restrictive endorsements which exclude coverage for liability arising out of: Mold, fungus, or bacteria Terrorism Silica, asbestos or lead (b) The minimum limits to be maintained by the CONTRACTOR (inclusive of any amounts provided by an umbrella or excess policy) shall be: $1,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence (c) The CONTRACTOR shall include DCSB and the DCSBs 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 DCSB and the DCSBs members, officials, officers and employees as additional insureds on the latest edition of the Additional Insured Owners, Lessees or Contractors - Scheduled Person or Organization endorsement (ISO Form CG 20 10) filed for use in the State of Florida by the Insurance Services Office. (d) Except with respect to coverage for property damage liability, or as otherwise specifically Page 25 of 30 RFP No. 15-21/TW, Financial Advisor Services authorized in this Agreement, the general liability coverage shall apply on a first dollar basis without application of any deductible or self-insured retention. The coverage for property damage liability shall be subject to a maximum deductible of $1,500 per occurrence. The CONTRACTOR shall pay on behalf of DCSB or the DCSBs member, official, officer or employee any such deductible or self-insured retention applicable to a claim against DCSB or the DCSBs member, official, officer or employee for which the DCSB or the DCSBs member, official, officer or employee is insured as an additional insured. 15.4 Business Auto Liability. The automobile liability insurance provided by the CONTRACTOR shall conform to the requirements hereinafter set forth: (a) The CONTRACTORs insurance shall cover the CONTRACTOR for those sources of liability which would be covered by Section II of the latest occurrence edition of the standard Business Auto Coverage Form (ISO Form CA 00 01) as filed for use in the State of Florida by ISO without any restrictive endorsements other than those which are required by the State of Florida, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements). Coverage shall include all owned, non-owned and hired autos used in connection with this Agreement. (b) The DCSB and the DCSBs 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 DCSB and the DCSBs 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 CONTRACTOR (inclusive of any amounts provided by an umbrella or excess policy) shall be: $1,000,000 Each Occurrence - Bodily Injury and Property Damage Combined 15.5 Professional Liability. The professional liability insurance provided by the CONTRACTOR shall conform to the requirements hereinafter set forth: (a) The professional liability insurance shall be on a form acceptable to the DCSB and shall apply to those claims which arise out of Services performed by or on behalf of the CONTRACTOR pursuant to this Agreement which are first reported to the CONTRACTOR within four years after the expiration or termination of this Agreement. (b) If the insurance maintained by the CONTRACTOR also applies to services other than Services under this Agreement, the minimum limits of insurance maintained by the CONTRACTOR shall not be less than $1,000,000 per claim/annual aggregate. If the insurance maintained by the CONTRACTOR applies exclusively to the Services under this Agreement, the minimum limits of insurance maintained by the CONTRACTOR shall not be less than $1,000,000 per claim/annual aggregate. (c) Except as otherwise specifically authorized in this Agreement, the insurance may be subject to a deductible not to exceed $15,000 per claim. (d) The CONTRACTOR shall maintain the professional liability insurance until the end of the term of this Agreement. Through the use of an extended discovery period or otherwise, the Page 26 of 30 RFP No. 15-21/TW, Financial Advisor Services insurance shall apply to those claims which arise out of professional services, prior to the expiration or termination of this Agreement which are reported to the CONTRACTOR or the insurer within four years after the expiration or termination of this Agreement . 15.6 Evidence of Insurance. Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of the Agreement by DCPS and shall be maintained in force throughout the term of this Agreement. The CONTRACTOR shall provide evidence of such insurance in the following manner: 1. As evidence of compliance with the required Workers Compensation/Employers Liability, Commercial General Liability, Business Auto Liability, and Professional Liability, the CONTRACTOR shall furnish DCPS with a fully completed satisfactory Certificate of Insurance such as a standard ACORD Certificate of Liability Insurance (ACORD Form 25) or other evidence satisfactory to DCPS, signed by an authorized representative of the insurer(s) providing the coverage. The Certificate of Insurance, or other evidence, shall verify that Workers Compensation/Employers Liability contains a waiver of subrogation in favor of DCSB, identify this Agreement, and provide that DCPS shall be given no less than thirty (30) days written notice prior to cancellation. 2. As evidence of the required Additional Insured status for DCPS on the Commercial General Liability insurance, the CONTRACTOR shall furnish DCPS with: (a) a fully completed satisfactory Certificate of Insurance, and a copy of the actual additional insured endorsement as issued on the policy, signed by an authorized representative of the insurer(s) verifying inclusion of DCSB and the DCSBs members, officials, officers and employees as Additional Insureds in the Commercial General Liability coverage; or (b) the original of the policy(ies). 3. Until such time as the insurance is no longer required to be maintained by the CONTRACTOR as set forth in this Agreement, the CONTRACTOR shall provide DCSB 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 DCSB, if requested by DCSB, the CONTRACTOR shall, within thirty (30) days after receipt of a written request from DCSB, provide DCSB with a certified copy or certified copies of the policy or policies providing the coverage required by this Section. The CONTRACTOR may redact or omit, or cause to be redacted or omitted, those provisions of the policy or policies which are not relevant to the insurance required under this Agreement. 15.7 Qualification of the CONTRACTORs insurers. 1. Insurers providing the insurance required by this Agreement for the CONTRACTORs must either be: (1) authorized by a subsisting certificate of authority issued by the State of Florida to transact Insurance in the State of Florida, or (2) except with respect to coverage for the liability imposed by the Florida Workers Compensation Act, an eligible surplus lines insurer under Page 27 of 30 RFP No. 15-21/TW, Financial Advisor Services Florida Statutes. 2. In addition, each such insurer shall have and maintain throughout the period for which coverage is required, a Bests Rating of A- or better and a Financial Size Category of VII or better according to A. M. Best Company. 3. If, during the period when an insurer is providing the insurance required by this Agreement, an insurer shall fail to comply with the foregoing minimum requirements, as soon as the CONTRACTOR has knowledge of any such failure, the CONTRACTOR shall immediately notify DCSB and immediately replace the insurance provided by the insurer with an insurer meeting these requirements. Until the CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to DCSB, the CONTRACTOR shall be in default of this Agreement. 15.8 The CONTRACTORs Insurance Primary and Non-Contributory. The insurance provided by the 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 DCPS or the DCPSs member, official, officer or employee. 15.9 The CONTRACTORs Insurance As Additional Remedy. Compliance with the insurance requirements of this Agreement shall not limit the liability of the CONTRACTOR, or its Subcontractors or Sub-subcontractors, employees or agents to DCSB or others. Any remedy provided to DCPS or the DCPSs members, officials, officers or employees by the insurance shall be in addition to and not in lieu of any other remedy available under this Agreement or otherwise. 15.10 No Waiver by DCPS Approval/Disapproval. Neither approval by DCPS nor failure to disapprove the insurance furnished by the CONTRACTOR shall relieve the CONTRACTOR of the CONTRACTORs full responsibility to provide the insurance as required by this Agreement 16.0 INDEMNIFICATION / HOLD HARMLESS AGREEMENT: 16.1 The Contractor shall, in addition to any other obligation to indemnify the Duval County School Board and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the District, its agents, officers, elected officials, employees and volunteers from and against all claims, actions, liabilities, losses (including economic losses), and costs arising out of any actual or alleged bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting from, or any other damage or loss arising out of, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the work; or violation of law, statute, ordinance, governmental administration order, rule or regulation by the Contractor in the performance of the work; or liens, claims or actions made by the Contractor or any subcontractor or other party performing the work. 16.2 The indemnification obligations hereunder shall not be limited to any extent on the amount, type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' compensation acts, disability benefit acts, other employee benefit acts or any statutory bar. 16.3 Any costs or expenses, including attorney's fees, incurred by the District to enforce this agreement shall be borne by the Contractor. Page 28 of 30 RFP No. 15-21/TW, Financial Advisor Services 16.4 The Contractor recognizes the broad nature of this indemnification and hold harmless article, and voluntarily makes this covenant and expressly acknowledges the receipt of TEN DOLLARS ($10.00) payable upon receipt of first invoice and other good and valuable consideration provided by the District in support of this indemnification in accordance with the laws of the State of Florida. This article will survive the termination of the Contract. 17.0 PUBLIC RECORDS LAW: It shall be the sole responsibility of the awarded Contractor to comply with all requirements of Chapter 119 regarding documents received or generated in direct relationship to any contract awarded by the District. Pursuant to Florida Statutes Chapter 119, paragraph (m), proposals received as a result of this RFP will not become public record until ten (10) days after the date of opening or until posting of a recommendation for award, whichever occurs first. Thereafter, all proposal documents or other materials submitted by all Proposers in response to this RFP will be open for inspection by any person and in accordance with Chapter 119, Florida Statutes. To the extent a proposer asserts any portion of its proposal is exempt or confidential from disclosure under Florida's public records, the burden shall be on the proposer to obtain a protective order from a jurisdictional court protecting such information from disclosure under Florida's public records laws and also timely provide a certified copy of such protective order to the District prior to the District's release of such information into the public domain. 18.0 PERMITS AND LICENSES: The Contractor will be responsible for obtaining any necessary permits and licenses and will comply with laws, rules, and regulations whether state or federal and with all local codes and ordinances without additional cost to the District. 19.0 PUBLIC ENTITY CRIMES: 19.1 A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid/proposal on a contract to provide any goods or services to a public entity, may not submit a bid/proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids/Proposals on leases of real property to a public entity, may not be awarded or perform work as a Contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 19.2 The Proposer certifies by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. The Contractor will execute and deliver to the District the appropriate federal debarment certification form within three (3) business days of the award of the Contract. 20.0 ASSIGNMENT OF CONTRACT AND/OR PAYMENT: 20.1 The Contract or agreement is personal to the parties herein and may not be assigned, in whole or in Page 29 of 30 RFP No. 15-21/TW, Financial Advisor Services part, by the Contractor without prior written consent of the District in its sole discretion. The Contractor agrees and represents that all of the Services required hereunder shall be performed by the Contractor as identified in the Proposal. Should the Contractor desire to delete, add, or amend any subcontractors or engage additional companies as subcontractors hereunder, prior written approval by the District (in its sole discretion) shall be required. 20.2 The Contractor herein shall not assign payments under the Contract or agreement without the prior written consent of the District. 21.0 AGREEMENT: A contract wil...