PSA_for_Supt._of_Schools_Search_Firm.pdf

{PSA for Supt. of Schools Search Firm

AGREEMENT

BY AND BETWEEN

CITY OF BRIDGEPORT BOARD OF EDUCATION

AND

[INDEPENDENT CONTRACTOR]

THIS AGREEMENT made and entered into this ______ day of _______________, 2026, by and between the CITY OF BRIDGEPORT BOARD OF EDUCATION (the “BBOE”), with offices at 45 Lyon Terrace, Bridgeport, CT 06404, acting herein by Jennifer Perez, its Chairperson, and [INDEPENDENT CONTRACTOR] (the “Contractor”), a _______________________ organized and existing under the laws of the State of __________, having a principal place of business located at __________________________, acting herein by [ENTITY’S OFFICER], its [TITLE], duly authorized.

W I T N E S S E T H:

WHEREAS, the BBOE is in need of professional recruiting services for a Superintendent of Schools (the “Services”); and accordingly, the BBOE issued a Request for Proposals on or about April 24, 2026, #BEX041265 (the “RFP”) copies of which are attached hereto, incorporated by reference, and made a part of, this Agreement as Exhibit 1; and

WHEREAS, in response to the RFP the Contractor submitted a Proposal dated

____________ ,and received on ______________, a copy of which is attached hereto, incorporated by reference 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, workmanlike, and timely manner and in accordance with the goals and requirements of the BBOE;

WHEREAS, the 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, for good and valuable consideration, and in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

The above recitals are incorporated into this Agreement with full legal force and effect.

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. Both parties shall designate their Representative, who shall coordinate and cooperate in connection with the performance of the Contractor’s Services hereunder, necessary access to property, school district personnel, and information, data, etc. The BBOE Representative shall have no power or authority to amend this Agreement or any of its material terms and provisions.

B. The person in charge of administering this Agreement on behalf of the BBOE shall be Tony Pires, Operations Manager, or such other person as the BBOE may designate in writing from time to time (the “Director.”)

C. The person responsible for the Services to be performed by the Contractor hereunder shall be [ENTITY’S OFFICER NAME], its [ENTITY’S OFFICER’S TITLE] or such other person as the Contractor may designate subject to the written consent of the BBOE in its sole and absolute discretion.

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, servants, employees, officers, officials, or other 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 claim 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 (the “Services”). SEE in particular, RFP at Section 2.2 Scope of Services. In general, the Contractor is engaged to conduct a national executive search for a Bridgeport Superintendent of Schools in accordance with the criteria and on a timeline established by the BBOE. The goal is to identify and recruit the best qualified, most capable, and creative applicants for evaluation by the BBOE. 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, workmanlike, and skillful manner in compliance with all applicable federal and state laws, codes, regulations, requirements, and standards of practice and care, and the specifications defined by the Director. Such Services may reasonably be amended or modified at the discretion of the BBOE, as circumstances require.

A. 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 _________________ 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 necessary 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 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 other parties as directed by the BBOE, with regard to the services to be performed hereunder.

viii. that any and all information and reports supplied by the Contractor, whether orally or in writing, shall be based upon consistent and reliable data-gathering methods and may be relied upon by the BBOE.

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 duly authorized representatives of 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, in which case it shall comply with such extended retention term.

3. TIME PROVISIONS:

The term of this Agreement shall commence on the latter of (a) the date upon which the final signature of the parties is made thereto or (b) such date as is set forth as the commencement date in a notice to proceed. The Agreement shall continue in full force and effect for a period until the Services are completed, or until earlier termination of this Agreement as provide for herein, whichever first occurs (the “Term”). It is anticipated that this Agreement term shall not exceed four (4) months, with a target for completion within four (4) months.

The parties agree that the Services to be provided by the Contractor shall be completed no later than September 30, 2026, with TIME OF THE ESSENCE (the “Completion Date”). The parties may mutually agree upon a schedule for the performance of the Contractor’s deliverables, complete with mandatory milestone dates (the “Schedule”). The Schedule and/or the Completion Date may be modified by written amendments signed by duly authorized representatives of both parties hereto.

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 herein provided, up to a maximum not-to-exceed budgeted amount of (TBD) DOLLARS AND

00/100 CENTS ($____.00).

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 for the Services rendered by the Contractor in accordance with the itemized fee schedule and progress payment invoicing set forth in its response to the RFP Solicitation,. Payment on approved invoices shall be made within 45 days.

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 shall set forth the hours of work performed, the Services completed and any other information that may be required by the BOE.

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 promptly notify the Contractor should the necessary funding become unavailable or non-appropriated, and in such circumstances the Parties will promptly discuss and agree upon a modified Scope of Services, or the Services shall be terminated.

5. TERMINATION

A. The BBOE may terminate this Agreement for cause immediately and without prior notice.

B. The BBOE may at any time for any reason or for its convenience, with or without cause, terminate this Agreement by written notice specifying the termination date, which shall be not less than ten (10) days from delivery of such notice. 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 shall have no effect upon the BBOE’s obligation to pay for Services rendered that have been satisfactorily completed in accordance with the terms of the Agreement and benefit of which the BBOE has accepted in due course and without reservation of rights; and shall not give rise to any claim against the BBOE for damages or for compensation in addition to that provided hereunder.

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 any material obligation under this

Agreement;

iv. It is the intent of this Agreement to secure the professional Services of the Contractor, including the Contractor's personnel and equipment.

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 one such cause for immediate termination of this Agreement for cause.

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 rights or remedies legally available to 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 premiums and deductibles. Each insurance policy shall be endorsed to name the BBOE and the City 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 and the City 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 and the City. 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 BBOE and the City and thier respective officials, 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. 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, for any reason or its convenience, 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. The Contractor shall not assert any claim arising out of any act or omission by any agent, officer or employee of the BBOE 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 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

BBOE 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 and Proprietary Rights. 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.

The BBOE shall own all right, title and interest in such Contractor's work under this Agreement to the extent such work provides analyses, findings, or recommendations uniquely related to the Services to be rendered. The Contractor expressly acknowledges and agrees that its work constitutes "work made for hire" under Federal copyright laws (17 U.S.C. Sec. 101) and is owned exclusively by the BBOE.

Alternatively, the Contractor hereby irrevocably assigns to the BBOE all right, title and interest in and irrevocably waives all other rights (including moral rights) it might have in its work under this Agreement. The Contractor shall, at any time upon request, execute any documentation required by the BBOE to vest exclusive ownership of such work in the BBOE (or its designee). The Contractor retains full ownership of any underlying techniques, methods, processes, skills or know-how used in developing its Services under this Agreement and is free to use such knowledge in future projects.

Notwithstanding anything contained in the foregoing to the contrary, the Contractor acknowledges that in the performance of its Services, it possesses all rights, proprietary and otherwise, utilized in rendering such Services and represents and warrants that it has a license to use the proprietary or other rights owned by a third party, which license shall be provided to the BBOE on written request.

E. Standard of Performance. The Contractor shall comply with all applicable federal and state laws, regulations and codes, as well as local Charter and ordinances and policies of the BBOE; and shall conform its performance of the Services to generally prevailing standards of professional care and conduct, 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. Prohibition Against Assignment/Subcontract. 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, nor subcontract any of the work to be performed pursuant to the 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 hand-delivery or registered or certified mail, postage prepaid, to the respective party representatives at the 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.

To the BBOE: Tony Pires, Operations Manager City of Bridgeport Board of Education 45 Lyon Terrace Bridgeport, CT 06604

With a Copy to: Tyisha S. Toms, City Attorney Office of the City Attorney City of Bridgeport 999 Broad Street Bridgeport, CT 06604

To the Contractor: [ENTITY’S OFFICER], [TITLE]

L. Choice of Law. 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 Connecticut Superior Court, for the Judicial District of Fairfield, at 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.

P. Survival. All representations, warranties, and indemnifications contained herein shall survive the performance of this Agreement or its earlier termination.

10. CONFIDENTIALITY:

(a) Acknowledgment of Confidentiality. Each party hereby acknowledges that it may be exposed to confidential and proprietary information belonging to the other party or relating to its affairs, including materials expressly designated or marked as confidential (“Confidential Information”). Confidential Information does not include (i) information already known or independently developed by the recipient; (ii) information in the public domain through no wrongful act of the party, (iii) information received by a party from a third party who was free to disclose it or (iv) information required to be disclosed under the Connecticut Freedom of Information Act.

(b) Covenant Not to Disclose. Each party hereby agrees that during the Term and at all times thereafter it shall not use, commercialize, or disclose the other party's Confidential Information to any person or entity, except to its own employees who have a "need to know," to such other recipients as the other party may approve in writing in advance of disclosure, or as otherwise required by court order, statute, or regulation.

Each party shall use at least the same degree of care in safeguarding the other party's Confidential Information as it uses in safeguarding its own Confidential Information, but in no event shall a party use less than reasonable care and due diligence. Neither party shall alter or remove from any software, documentation, or other Confidential Information of the other party (or any third party) any proprietary, copyright, trademark, or trade secret legend. In terms of non-circumvention, the Contractor shall not hire or employ a BBOE employee involved in this Agreement until not less than one (1) year following the expiration of the Term of this Agreement and such Contractor shall ensure that any such former BBOE employee shall be obligated to observe the requirements for non-disclosure of Confidential Information.

11. REPRESENTATIONS AND WARRANTIES:

The Contractor represents and warrants, as of the date hereof and throughout the Term of this Agreement, as follows:

(a) The Contractor represents that it has the requisite experience to undertake and complete the Services pursuant to the requirements of this Agreement and has in its employ or will hire qualified and trained personnel to perform the Services required.

(b) The Contractor represents that it can commence the Services promptly as set forth herein and shall complete the Services in a timely manner according to the Schedule approved by the BBOE.

(c) The Contractor represents that it is financially stable and has adequate resources and personnel to commence and complete the Services required in a timely fashion.

(d) The Contractor's performance of the Services described herein, and its representation of the BBOE, will not result in a conflict of interest, will not violate any laws or contractual obligations with third parties, and is an enforceable obligation of the Contractor.

(e) The Contractor represents that neither it, nor any of its officers, directors, owners, employees, agents or permitted subcontractors, have committed a criminal violation of or are under indictment of a federal or state law arising directly or indirectly from its business operations or that reflects on the Contractor's business integrity or honesty that resulted or may result in the imposition of a monetary fine in excess of $10,000, injunction, criminal conviction or other penal sanction longer than one (1) year, and further represents that the Contractor, its officers, directors, owners, employees, agents and subcontractors shall comply with the requirements of all laws, rules and regulations applicable to the conduct of its business or the performance of the Services under this Agreement.

(f) The Contractor represents that it will perform the Services in a good and workmanlike manner pursuant to the Standard of Care applicable to such Services within the State of Connecticut and shall diligently pursue the completion of same in accordance with the terms of this Agreement.

(g) The Contractor represents that it possesses all licenses and permits that may be required to perform the Services required by this Agreement.

(h) The Contractor represents and warrants that the performance of the Services will not infringe upon or misappropriate any United States copyright, trademark, patent, or the trade secrets or other proprietary material of any third persons. Upon being notified of such a claim, the Contractor shall (i) defend through litigation or obtain through negotiation the right of the BBOE to continue using the Services of the Contractor; (ii) rework the Services to be rendered so as to make them non-infringing while preserving the original functionality, or (iii) replace the Services with the functional equivalent. If the BBOE determines that none of the foregoing alternatives provide an adequate remedy, the BBOE may terminate all or any part of this Agreement and, in addition to other relief, recover the amounts previously paid to the Contractor hereunder.

These representations and warranties shall survive the Term of this Agreement.

12. REMEDIES AND LIABILITIES

(a) Remedies. In addition to other remedies expressly acknowledged hereunder and except as expressly limited herein, the BBOE shall have the full benefit of all remedies generally available to a purchaser of goods under the Uniform Commercial Code.

(b) Liabilities. THE BBOE SHALL NOT BE LIABLE TO THE

CONTRACTOR FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT IN AN

AMOUNT EXCEEDING THE TOTAL CONTRACT PRICE FOR THE

DELIVERABLE AT ISSUE. EXCEPT FOR VIOLATIONS BY THE CONTRACTOR

OF PROVISIONS REGARDING PROPRIETARY RIGHTS, CONFIDENTIAL

INFORMATION OR NON-CIRCUMVENTION, NEITHER PARTY SHALL BE

LIABLE HEREUNDER FOR ANY INDIRECT, INCIDENTAL OR

CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS OR PROFIT)

SUSTAINED BY THE OTHER PARTY OR ANY OTHER INDIVIDUAL OR

ENTITY FOR ANY MATTER ARISING OUT OF OR PERTAINING TO THE

SUBJECT MATTER OF THIS AGREEMENT. THE PARTIES HEREBY

EXPRESSLY ACKNOWLEDGE THAT THE FOREGOING LIMITATION HAS

BEEN NEGOTIATED BY THE PARTIES AND REFLECTS A FAIR ALLOCATION

OF RISK.

(c) Injunctive Relief. The parties acknowledge that violation by one party of the provisions of this Agreement relating to violation of the other party's Proprietary Rights or Confidential Information rights would cause irreparable harm to the other party not adequately compensable by monetary damages. In addition to other relief, it is agreed that preliminary and permanent injunctive relief may be sought without the necessity of the moving party posting bond to prevent any actual or threatened violation of such provisions.

13. INDEPENDENT CONTRACTOR STATUS. The Contractor and its approved subcontractors are Independent Contractors in relation to the BBOE with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. The Contractor shall remain responsible, and shall indemnify and hold harmless the BBOE, from and against all liability for the withholding and payment of all Federal, state and local personal income, wage, earnings, occupation, social security, worker's compensation, unemployment, sickness and disability insurance taxes, payroll levies or employee benefit requirements (under ERISA, state law or otherwise) now existing or hereafter enacted and attributable to the Contractor, its subcontractors and their respective employees. THE CONTRACTOR REPRESENTS THAT IT RETAINS WIDE

DISCRETION IN THE TIME, MANNER AND DETAILS OF PERFORMANCE, IS

NOT UNDER THE CITY'S DIRECT SUPERVISION OR CONTROL, HAS THE

SKILLS AND TOOLS TO PERFORM THE SERVICES, HOLDS ITSELF OUT

GENERALLY AS AN INDEPENDENT CONTRACTOR, AND HAS OTHER

SUBSTANTIAL SOURCES OF INCOME.

14. SECURITY. NO CONFLICTS Each party agrees to inform the other of any information made available to the other party that is classified or restricted data under applicable law, agrees to comply with the security requirements imposed by the United States Government or any state or local government, and shall return all such material upon request. Each party warrants that its participation in this Agreement does not conflict with any contractual or other obligation of the party or create any conflict of interest prohibited by the U.S. Government or any other State or local government and shall promptly notify the other party if any such conflict arises during the Term.

15. 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

By:____________________________

Jennifer Perez, its Chairperson Duly Authorized Date signed: ___________________

[INDEPENDENT CONTRACTOR]

By:____________________________

[ENTITY’S OFFICER]

Its [TITLE] Duly Authorized

Date signed: ___________________

APPROVAL AS TO FORM

By:__________________________ Tyisha S. Toms, City Attorney Date signed: __________________

Exhibit 1

RFP DOCUMENTS

Exhibit 2

CONTRACTOR’S 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 and the City 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 $1,000,000 each claim and $1,000,000 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.

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 BBOE and the City.

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 as required herein.

Deductibles and Self-Insured Retentions: Any deductible or self-insured retention must be declared to and approved by the BBOE and the City. 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 BBOE.

Notwithstanding this requirement, the Contractor is primarily responsible for providing such written notice to the BBOE and the City 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 BBOE and the City related to the Contractor’s Services.

Waiver of Governmental Immunity: Unless requested otherwise by the BBOE and the City, 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 BBOE and the City.

Additional Insured: The liability insurance coverage, (excluding Workers' Compensation & Professional Liability, if included) required for the performance of the Services shall include the BBOE and the City each 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 BBOE and the City and thier 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 the 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 BBOE and the City in the following form and manner:

“City of Bridgeport and its Board of Education, 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 Office of the City Attorney and Purchasing Department at 999 Broad Street 2nd Floor Bridgeport, Connecticut 06604 and to the Board of Education.

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