Form_Agreement_BBOE_Substitute_Staffing.docx

CONTRACT TO BE EXECUTED WILL BE IN A FORM SUBSTANTIALLY SIMILAR TO THIS AND MODIFICATIONS, IF ANY, SHALL AT THE BBOE’S SOLE DISCRETION

AGREEMENT

[INDEPENDENT CONTRACTOR]

For Absence Management and Staffing Services

THIS AGREEMENT made and entered into this ______ day of _______________, 2026, by and between the BRIDGEPORT BOARD OF EDUCATION (the “BBOE”), acting herein by Dr. Royce Avery, its Acting Superintendent with offices at 45 Lyons Terrace Bridgeport, Connecticut 06604 (the “BBOE”), and [INDEPENDENT CONTRACTOR] (the “Contractor”), a ____ organized and existing under the laws of the State of __________, having a principal place of business located at __________________________.

W I T N E S S E T H:

WHEREAS, the BBOE is in need of ________________________ services (the “Services”) and accordingly, issued a Request for Proposals dated ____________ #__________________ (hereinafter referred to as “RFP Solicitation”) copies of which are attached hereto and made a part of this Agreement as Exhibit 1; and

WHEREAS, in response to the BBOE’s RFP Solicitation, the Contractor submitted a Proposal dated _____________ and received on ______________, a copy of which is attached hereto and made a part of this Agreement as Exhibit 2; and

WHEREAS, the BBOE desires to retain the services of the Contractor based on the Contractor’s representations in its Proposal that it is qualified and capable of performing the needed Services in a professional and timely manner and in accordance with the goals and requirements of the BBOE; and

WHEREAS, the BBOE selected the Contractor as a non-exclusive vendor, and desires to engage the services of the Contractor on the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor has agreed to perform the Services described herein for the compensation and in compliance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

1. ENGAGEMENT OF CONTRACTOR

A. The Parties hereby agree that the Contractor shall be available to the BBOE throughout the term of this Agreement, in accordance with the terms and conditions and for the consideration set forth herein.

B. The person in charge of administering this Agreement on behalf of the BBOE shall be {Representative], [Representative’s Title] or such other person as the BBOE may designate in writing (the “Director.”)

C. The person responsible for the Services to be performed by the Contractor hereunder shall be [ENTITY’S OFFICER], its [ENTITY’S OFFICER’S TITLE].

D. The Parties understand and agree that the Contractor is engaged only for the purposes and to the limited extent set forth in this Agreement. The Contractor’s relationship to the BBOE and any of its agencies shall, during the term of this Agreement, be that of an independent contractor. Neither the Contractor, nor any of its agents, employees or personnel shall be considered, under the provisions of this Agreement or for any purposes hereunder, as having an “employee” status or as being entitled to participate in any benefits accrued by or given to BBOE employees, including, but not limited to, vacation, sick time, holiday, health insurance, Workers’ Compensation coverage and pension. The Contractor hereby expressly waives any clam to such benefits.

2. SERVICES TO BE PERFORMED

A. The Parties are entering into this Agreement for the purpose of retaining the Contractor to provide the Services detailed and delineated in the RFP Solicitation and in accordance with all requirements set forth therein which are incorporated herein by reference. The Contractor acknowledges and agrees that its engagement is as a non-exclusive vendor of the Services. Throughout the term hereof, the Contractor shall be available at the request of the BBOE to perform the services required by the BBOE pursuant to this Agreement in a professional and skillful manner in compliance with all applicable codes, regulations, requirements, laws, rules and standards of practice and care, and and specifications defined by the Director. Such Services may be amended or modified at the discretion of the BBOE, as circumstances require.

B. In providing the Services, the Contractor warrants and represents as follows:

i. that it has, and has exercised, the required corporate power and authority and has complied with all applicable legal requirements necessary to adopt, execute and deliver this Agreement and to assume the responsibilities and obligations created hereunder; and

ii. that this Agreement is duly executed and delivered by an authorized corporate representative, in accordance with such representative’s powers to bind the Contractor hereunder, and constitutes a valid and binding obligation enforceable in accordance with its terms, conditions and provisions; and

iii. that it is a legally existing ________________[company] existing under the laws of its state of organization, that it is registered and in good standing with the State of Connecticut Secretary of State, and that it has not previously filed, nor is presently contemplating filing, nor has received notice of a petition of, nor contemplates receiving notice of a petition of, bankruptcy, liquidation, receivership or any other action for the protection of creditors or debtors; and

iv. that it has the financial resources to perform this Agreement and that it is not the subject of any litigation or action, pending or threatened, regarding this Agreement or which, if resulting in an adverse decision, would affect its ability to perform its duties under this Agreement; and

v. that it has the requisite skill, expertise, judgment, knowledge, experience and financial resources to perform this Agreement as required under its terms and that it is not the subject of any litigation or action, pending or threatened, regarding this Agreement or which, if resulting in an adverse decision, would affect its ability to perform its duties under this Agreement; and

vi. that it has a sufficient number of experienced and properly trained and licensed personnel available to perform the requested Services on behalf of the BBOE, as may be needed from time to time throughout the term of this Agreement; and

vii. that it will be available to meet with the Director or his representatives and with members of the BBOE as appropriate; and with other entities as directed by the BBOE, with regard to the services performed hereunder.

C. The BBOE may, from time to time, request changes in the scope of Services the Contractor is required to perform hereunder. Such changes, including any increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon by and between the BBOE and the Contractor, shall be valid only when incorporated in written amendments signed by both parties to this Agreement.

D. The Contractor shall retain in its possession all documents related to the performance of its services hereunder, for a period of five (5) years following the completion of such Services, unless notified in writing by the BBOE of the need to extend the retention period.

3. TIME PROVISIONS:

The term of this Agreement shall be ______ Years/Days/Months commencing on the date this Agreement is fully executed by the Parties and expiring ______ years therefrom. (“Initial Term”). The BBOE shall have ______ options to extend the Initial Term of this Agreement (each, an “Option”) for consecutive periods of ______ year each (the Option Term and Initial Term collectively referred to herein as the “Term”) upon the same terms and conditions as the Initial Term time prior to the conclusion of the Initial Terms or, Extension Term, as applicable.

4. COMPENSATION:

A. Compensation. The BBOE shall compensate the Contractor for the satisfactory completion of the Services and all of the Contractor's duties, obligations and responsibilities under this Agreement, subject to additions and deductions as may herein be provided, the total annual sum of the not to exceed _________ DOLLARS AND 00/100 CENTS ($____.00). Calculation of invoices shall be based exclusively on the pricing set forth by Contractor in its Proposal.

i. Unauthorized Charges. Payment shall constitute full compensation for all labor, equipment, incidentals, materials, and disposal of unsuitable material in a legal manner, to complete and establish the work specified. Compensation provided under this Agreement constitutes full and complete payment for all costs assumed by the Contractor in performing this Agreement. No direct costs shall be reimbursed by the BBOE without specific, prior written approval signed by the Director.

B. Payments. Payment of the Compensation set forth herein shall be made to the Contractor as follows:

i. Progress Payments. Payment of the Compensation set forth in this Agreement shall be made [weekly/monthly] for the Services completed during the prior [week/month] showing the value of the Services rendered by the Contractor.

ii. Requisitions for Payment. Payments to the Contractor under this Agreement shall be made by the BBOE on approval of payment requisitions certified by the Contractor upon the satisfactory completion of any Services ordered by the BBOE. Each requisition shall be in a form acceptable to the BBOE and shall set forth the hours of work performed, the Services completed and any other information that may be required by the BBOE. Payments shall be made within forty-five (45) days of BBOE’s approval of the invoice.

iii. Acceptance of Payment. The acceptance by the Contractor, its heirs or assigns, of any payment made on the basis of a requisition submitted under this Agreement, or of any final payment due on termination of this Agreement shall constitute a full and complete release of the BBOE from any and all claims, demands and causes of action whatsoever which the Contractor, its heirs or assigns have or may have against the BBOE under the provisions of this Agreement.

C. Non-appropriation. Notwithstanding the foregoing, this Agreement shall be deemed binding only to the extent that funds are available to and appropriated by the BBOE for payment in accordance with the terms hereof. No liability on account of this Agreement shall be incurred by the BBOE beyond the funding available or appropriated, the BBOE will immediately notify the necessary funding is not available or appropriated, the BBOE will immediately notify the Contractor and the Parties will discuss and agree upon a modified Scope of Services.

5. TERMINATION

A. The BBOE may at any time and for any reason, with or without cause, terminate this Agreement by written notice specifying the termination date, which shall be not less than fifteen (15) days from the date such notice is given. Except as otherwise provided herein, in the event of such termination, the Contractor's Services shall be paid for in such amount as shall compensate the Contractor for the Services satisfactorily completed prior to termination. Such amount shall be fixed by the BBOE after consultation with the Contractor, and shall be subject to audit by the BBOE’s Comptroller. Termination under this section shall not give rise to any claim against the BBOE for damages or for compensation in addition to that provided hereunder.

B. It is the intent of this Agreement to secure the professional Services of the Contractor, including but not limited to the Contractor's personnel. Failure of the Contractor for any reason to make such personnel and equipment reasonably available to the BBOE to the extent required by the BBOE in order to perform the Services required in a professional manner shall be cause for termination of this Agreement.

6. DEFAULT

A. The following shall constitute an Event of Default:

i. The BBOE reasonably believes Contractor will be unable to perform this Agreement fully and satisfactorily within the time fixed for performance; or

ii. The BBOE reasonably believes a meritorious claim exists or will exist against the Contractor or the BBOE arising out of the negligent, willful or wanton acts, errors or omissions of the Contractor, its agents, servants or employees, or

iii. the Contractor's breach of this Agreement;

B. Upon an Event of Default, the BBOE may withhold payment of any amount otherwise due and payable to the Contractor hereunder after written notice to the Contractor with sufficient details of the alleged circumstance and accounting of the amount of payment withheld. Any amount so withheld may be retained by the BBOE for such period as it may deem advisable to protect the BBOE against any loss and may, after written notice to the Contractor, be applied in satisfaction of any claim herein described. This provision is intended solely for the benefit of the BBOE, and no person shall have any right or claim against the BBOE by reason of the BBOE's failure or refusal to withhold monies. No interest shall be payable by the BBOE on any amounts withheld under this provision. This provision is not intended to limit or in any way prejudice any other right of the BBOE.

7. INSURANCE AND INDEMNITY REQUIRMENTS:

A. The Contractor shall, at its sole cost, obtain and maintain throughout the effective period of this Agreement the insurance coverage specified by the Insurance Rider attached hereto as Exhibit 3 and shall keep all such insurance in continuous effect for two (2) years following the date the Director indicates the termination of the Contractor's responsibilities hereunder. All insurance shall be taken out and maintained at no cost or expense to the BBOE and the Contractor shall be responsible for the full amount of any deductible. Each insurance policy shall be endorsed to name the BBOE as an additional insured party on a primary and noncontributory basis.

Before commencing performance of any Services hereunder the Contractor shall furnish to the BBOE a Certificate of Insurance and shall thereafter provide renewal certificates, as appropriate, evidencing such coverage written by a company or companies acceptable to the BBOE. Such certificate and renewal certificates shall provide for a notice of cancellation, lapse or restrictive amendment by certified or registered mail at least thirty (30) days prior to the effective date thereof. With the exception of the professional liability coverage, all required insurance shall not be issued on a per occurrence basis only.

The Contractor shall require each of its subcontractors, if any, to procure and maintain until the completion of that subcontractor's services, insurance of the types and in the amounts specified in Exhibit 3. The Contractor shall ensure that all its subcontractors comply with the insurance requirements contained herein relating to such subcontractors.

B. The Contractor shall indemnify, defend and save harmless the City of Bridgeport and its BBOE, their officers, agents, servants and employees, from and against any and all claims, suits, proceedings, liabilities, judgments, losses, costs and damages, caused in whole or in part by the negligent, willful or wanton actions or omissions of the Contractor, its agents, servants, representatives, subcontractors, or employees in connection with the performance of this Agreement. This indemnification includes, but is not limited to, indemnification from any and all claims arising out of or related to actual or alleged abuse, molestation, harassment, boundary violations, failure to supervise, or failure to report by Contractor personnel. The Contractor hereby assumes and agrees to pay for the defense of all such claims, damages, demands, suits and proceedings. The provisions of this paragraph shall survive the expiration or early termination of this Agreement and shall not be limited by reason of any insurance coverage provided.

8. GUARANTEE: N/A

9. GENERAL PROVISIONS:

A. The BBOE may at any time, and for any reason, direct the suspension of the Services contemplated under this Agreement for a period of time by written notice specifying the suspension date, which shall not be less than five (5) days from the date on which such notice is given. The Services shall be resumed on the dates specified in such direction, or upon such other date as the BBOE may thereafter specify in writing. Any suspension of Services under this paragraph shall not give rise to any claim against the BBOE.

B. Claims Against the BBOE or City. The Contractor shall not assert any claim arising out of any act or omission by any agent, officer or employee of the BBOE or City in the execution or performance of this Agreement against any such agent, officer or employee. Such claims may only be made against the BBOE.

C. Conflicts of Interest. No member of the governing body of the or City or BBOE, and no other officer, employee, or agent of the BBOE shall have any personal interest, direct or indirect, in this Agreement, except as permitted by the Code of Ethics of the City of Bridgeport; and the Contractor covenants that no person having such interest shall be employed in the performance of this Agreement

D. Ownership of Work Product. The products of the Services performed under this Agreement, including all materials prepared or document or information compiled hereunder, whether in draft or final format, and regardless of the method of storage or state of same, shall become and remain the property of the BBOE and shall be forwarded to the BBOE in hard copy and digital format. This shall include all partially completed Services, documents, memoranda, work product or other materials and reports in the event that the Agreement is terminated or Contractor is unable or unwilling to complete them for any reason. BBOE shall be the sole and exclusive owner of all right, title and interest in any such work product, including all intellectual property rights therein.

E. Standard of Performance. The Contractor shall comply with all applicable laws, ordinances and codes of the State of Connecticut and the City of Bridgeport and shall conform its performance of the Services to generally prevailing standards of professional care, employed by professionals practicing in the same or similar circumstances and geographical area.

F. Non-Discrimination. During the performance of this Agreement, the Contractor agrees not to discriminate nor to permit any discrimination against any employee or applicant for employment because of race, color, religion, age, sex, gender identity or expression, marital status, national origin, sexual orientation, ancestry, present or past history of mental disability, intellectual disability, learning disability, physical disability including, but not limited to blindness, unless it is proven that the disability or characteristic prevents proper performance of the work involved. The Contractor will take affirmative action to ensure that employees are treated during employment, without regard to their race, color, religion, age, sex, gender identity or expression, marital status, national origin, sexual orientation, ancestry, present or past history of mental disability, intellectual disability, learning disability or physical disability including, but not limited to blindness.

G. Entire Agreement. This Agreement (specifically including all schedules, addenda, riders and exhibits) incorporates all the understandings of the Parties hereto and supersedes any and all agreements reached by the Parties prior to the execution of this Agreement, whether oral or written.

H. Assignment. The BBOE and the Contractor each binds itself and its successors and assigns to the other party and to its successors and assigns with respect to all covenants of this Agreement. The Contractor shall not assign or transfer any interest in this Agreement without the prior written approval of the BBOE.

I. Partial Invalidity. If any provision of this Agreement is held invalid, the remaining provisions shall not be affected thereby if such provisions would then continue to conform to the requirements of applicable laws. The remaining provisions shall thereupon continue in full force and effect.

J. Modifications. No change or modification of this Agreement shall be valid unless it is in writing and executed by all parties to this Agreement.

K. Notices. All notices of any nature referred to in this Agreement shall be in writing and sent by registered or certified mail, postage prepaid, to the respective addresses set forth below or to such other addresses as the respective parties hereto may designate in writing:

Notices shall be deemed to have been duly given, delivered or served either upon personal delivery or three (3) days following the date when they are sent by registered mail with proper postage.

L. Choice of Law/Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Connecticut, and any action at law in connection herewith shall be brought in the State of Connecticut, Judicial District of Bridgeport.

M. Headings. Headings are for reference purposes only and have no substantive effect.

N. No Third-Party Beneficiaries. None of the provisions of this Agreement are intended to be for the benefit of, or shall be enforceable by, any person or entity other than the Parties hereto and their permitted successors or assigns.

O. Partial Waiver. The waiver of any provision in this Agreement in one instance shall not preclude enforcement thereof on future occasions.

10. TERMS AND CONDITIONS OF SOLICITATION INCORPORATED AND ORDER OF PRECEDENCE

If this Contract was awarded as the result of a solicitation, the Parties agree that, by this reference, this Contract incorporates all material specifications and requirements set forth in the underlying solicitation documents and any and all written representations, warranties, terms, and conditions, set forth in the bid or proposal that became the basis of this Contract award, which representations, warranties, terms, and conditions continue in full force and effect unless amended by this Contract or by a written agreement of the Parties. Accordingly, the provisions of this Contract should be read as being consistent therewith and supplementary thereto to the extent reasonably possible. However, in the event of a conflict between the provisions of this Contract and the provisions of the bid or proposal that was the basis of award, such conflict shall be resolved by giving priority to the documents in the order listed below, including but not limited to conflicting order of precedence provisions.

0. This Contract, as may be amended in a writing signed by the Parties;

0. The RFP Solicitation including all Addenda;

0. Contractor’s response to the solicitation

11. ELECTRONIC SIGNATURE

This Agreement may be executed and delivered via facsimile or electronic mail by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered via facsimile or electronically as if the original had been received.

Dated at Bridgeport, Connecticut, the day and year first above written.

BRIDGEPORT BOARD OF EDUCATION

[INDEPENDENT CONTRACTOR]

APPROVED AS TO FORM:

OFFICE OF THE CITY ATTORNEY

By:__________________________

Exhibit 1

RFP DOCUMENTS

Exhibit 2

PROPOSAL

Exhibit 3

PROFESSIONAL SERVICES INSURANCE RIDER

As a provider of Professional Services, the Contractor shall provide and maintain insurance coverage related to its services in connection with the Project in compliance with the following requirements.

The insurance required shall be written for not less than the scope and limits of insurance specified hereunder, or required by applicable federal, state and/or municipal law, regulation or requirement, whichever coverage requirement is greater. It is agreed and understood that the scope and limits of insurance specified hereunder are minimum requirements and shall in no way limit or preclude the BBOE from requiring additional limits and coverage to be provided under the Contractor's policies.

The insurance obligations under this agreement shall be (1) all the insurance coverage and/or limits carried by or available to the Contractor; or (2) the minimum insurance coverage requirements and/or limits shown in this agreement, whichever is greater.

Minimum Scope and Limits of Insurance:

Workers' Compensation: With respect to all operations the Contractor performs, it shall carry workers' compensation insurance in accordance with the requirements of the laws of the State of Connecticut, and Employer's Liability limits of One Hundred Thousand Dollars ($100,000) coverage for each accident, One Hundred Thousand Dollars ($100,000) coverage for each employee by disease, Five Hundred Thousand Dollars ($500,000) policy limit coverage for disease.

Commercial General Liability: With respect to all operations the Contractor performs it shall carry Commercial General Liability insurance providing for a total limit of One Million Dollars ($1,000,000) coverage per occurrence for all damages arising out of bodily injury, personal injury, property damage, products/completed operations, and contractual liability coverage for the indemnification obligations arising under this Agreement. The Annual Aggregate limit shall not be less than Two Million Dollars ($2,000,000).

Automobile Liability: With respect to each owned, non-owned, or hired vehicles the Contractor shall carry Automobile Liability insurance providing One Million Dollars ($1,000,000) coverage per accident for bodily injury and property damage.

Professional Liability: The Contractor shall provide Professional Liability Insurance covering errors and omissions. Such insurance shall be in an amount no less than $5,000,000 each claim and $5,000,000 Aggregate. Such insurance coverage shall remain in place for seven years after BBOE’s acceptance of Contractor’s work, and if Contractor’s insurance coverage is written on a “claims made” basis, such seven year requirement can be satisfied through a combination of an extended reporting period and tail coverage.

Cyber Liability Insurance: Cyber liability coverage in an amount of per occurrence of no less than $1,000,000.00 and no less than $2,000,000 aggregate.

Sexual Abuse/Molestation Liability: With respect to program operations, the Contractor shall provide Sexual Abuse/Molestation Liability coverage with limits of at least $1,000,000 per occurrence and $3,000,000.00 aggregate. Coverage may be a separate policy or endorsed onto the General Liability Insurance coverage.

Umbrella Insurance. Umbrella coverage of not less than a $5,000,000.00 combined single limit per occurrence.

Acceptability of Insurers: The Contractor's policies shall be written by insurance companies licensed to do business in the State of Connecticut, with an AM Best rating of A-VII, or better. Additionally, all carriers are subject to approval by the City of Bridgeport.

Subcontractors: The Contractor shall require all subcontractors to provide the same "minimum scope and limits of insurance" as required herein. All Certificates of Insurance shall be provided to the City's Office of the City Attorney and to the City’s Purchasing Department required herein

Deductibles and Self-Insured Retentions: Any deductible or self-insured retention must be declared to and approved by the BBOE. All deductibles or self-insured retentions are the sole responsibility of the Contractor to pay and/or to indemnify.

Notice of Cancellation or Nonrenewal: Each insurance policy required shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in coverage or in limits before the expiration date except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. Notwithstanding this requirement, the Contractor is primarily responsible for providing such written notice to the City and BBOE thirty (30) days prior to any policy change or cancellation that would result in a change of the amount or type of coverage provided. In the event of any such change the Contractor shall provide comparable substitute coverage so that there is no lapse in applicable coverage or reduction in the amount of coverage available to the related to the Contractor’s Services.

Waiver of Governmental Immunity: Unless requested otherwise by the City or BBOE, the Contractor and its insurer shall waive governmental immunity as defense and shall not use the defense of governmental immunity in the adjustment of claims or in the defense of any suit brought against the City or BBOE.

Additional Insured: The liability insurance coverage, (excluding Workers' Compensation & Professional Liability, if included) required for the performance of the Services shall include the City and BBOE as an Additional Insured with respect to the Contractor's activities to be performed under this Agreement. Contractor’s insurance shall be primary and shall not seek contribution from any other insurance carried by the additional insured in the payment of a claim.

Waiver of Subrogation: Contractor hereby waives the right to subrogate or seek recovery from City of Bridgeport, its BBOE and its insurance carriers. This waiver of subrogation does not apply to Professional Liability coverage.

Certificate of Insurance: Prior to the commencement of services under this Contract, the Contractor shall furnish Certificate(s) of Insurance to the BBOE and City. The Certificate(s) will specify all parties who are endorsed on the policy as Additional Insureds (or Loss Payees). The Certificates and endorsements for each insurance policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. Renewals of expiring Certificates shall be provided prior to expiration but no more than fifteen (15) days after policy renewal.

Certificates shall designate the City in the following form and manner:

“City of Bridgeport and its Bridgeport Board of Education, their elected officials, officers, department heads, employees, agents, servants, successors and assigns ATIMA Margaret E. Morton Government Center 999 Broad Street, 2nd Floor Bridgeport, Connecticut 06604”

All insurance documents required should be mailed to the BBOE and City of Bridgeport City Attorney, 999 Broad Street, Bridgeport, CT 06604 and uploaded to MyCOI, the City’s insurance verification provider, by the Vendor’s insurance agent. The Vendor will receive an email from MyCOI (registration@mycoitracking.com) with a link for registration. Following registration MyCOI will work directly with the Vendor’s insurance agent to ensure proper coverage. For questions regarding MyCOI contact MyCOI at support@myCOItracking. Com or 317-759-9426 x 105. Note the certificate holder box on the COI should read:

City of Bridgeport c/o myCOI P.O. Box #501970, 8710 Bash Street Indianapolis, IN 46256

NOTE: Vendor’s failure to promptly register with MyCOI may delay contract execution.

Waiver of requirements: The City Attorney may vary these insurance requirements at her sole discretion if it determines that the City's interests will be adequately protected by the provision of different types or other amounts of coverage.

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{Professional Services Agreement (PSA) 04092024 4892-2287-0629, v. 2