Common use of The Contractor Agrees Clause in Contracts

The Contractor Agrees. A. To coordinate and provide Services to qualified four-year-old children and their families (as determined by SCS) for 36 weeks (180 instructional days, 200 staff days). Services to be provided on an instructional day shall be offered no earlier than 7:30 am for a total of 7.5 hours per day. Of these 7.5 hours, a minimum of five-and-a-half (5.5) hours will be instructional, and one (1) hour will be used for children’s rest time. The teacher and teacher assistant shall use the remaining one (1.0) hour of the workday in activities such as planning time, transportation, or other activities specifically related to the Program. B. To comply with the Pre-K Scope of Services (Exhibit A), most recent Voluntary Pre-K Program Operating Guidelines (Exhibit B), and the Pre-K Program Assurances, (Exhibit C), Contractor acknowledges that the requirements and terms set forth in Exhibits A, B, and C are terms under this Contract and, therefore, fully incorporated herein and made a part hereof. C. To respond to and participate in requests by SCS for data on school operations, students, staff and faculty. D. To permit SCS, or its authorized representatives, to observe and evaluate the delivery and/or performance of Services. This includes access to any books, documents, papers and records of the Contractor, which are directly related to this Contract for the purpose of making an audit, examination, photocopies, excerpts and transcriptions. Contractor must comply with all laws, ordinances, rules and regulations of any governmental entity pertaining to its performance pursuant to this Contract. Contractor’s Initials E. To cooperate fully with SCS’ auditors and/or agents providing Audit or Agreed Upon Procedures (AUP) review services (“Auditors”). Contractor will coordinate with Auditors to have appropriate staff of Contractor available during the scheduled audit/review period. Contractor will make advanced preparations for scheduled audits/reviews to make available for Auditors all identified documents, records, and entity-related materials requested by Auditors. Failure to substantially prepare for a scheduled audit engagement or to provide requested documentation or information to Auditor during the scheduled audit period may result in the withholding of grants payments and may jeopardize future participation in the Pre-K Program. However; SCS reserves the right to audit and/or review Contractors records at any time. F. To comply with all provisions of the Tennessee Voluntary Pre-K Statute and the Guidelines, Preschool Development Grant Statute and Guidelines, and any other related state laws, rules or regulations. If non-compliance on the part of the Contractor should result in a penalty or forfeiture of funds, the Contractor shall assume all liability and shall indemnify SCS for any loss resulting therefrom. G. To correct any programmatic non-compliance, immediately, or within a time determined solely at the discretion of SCS, upon written notice of such non-compliance found during a Program review process, and/or to show written evidence that recommendations from SCS or other evaluation results are being addressed. Furthermore, Contractor must demonstrate to the satisfaction of SCS that progress is being made toward Program improvement. Failure to comply with Program and fiscal requirements may result in withholding of payment and/or Contractor’s termination from the Program and may jeopardize future participation in the Pre-K Program. H. To maintain full and complete records which pertain to this Contract for a period of five (5) years beyond the termination date of this Contract, or until all litigation, claims, or audit findings arising out of a breach on the part of the Contractor or involving the keeping of proper and reasonable records under the Program have been resolved if such claim or audit is started before the expiration date of the three-year period. I. To conduct a criminal background check and fingerprinting in accordance with the provisions of T.C.A. §49-5-413 and a drug test of every employee that provides Services to SCS under this Contract. Upon request, Contractor will provide SCS with documentation of such checks and tests prior to an employee providing Services. SCS reserves the right, at its sole and absolute discretion, to reject any employee of Contractor from providing Services under this Contract. Contractor further assures, in accordance with the federal Drug-Free Workplace Act of 1988, that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited for individuals who are directly engaged in the performance of Services pursuant to this Contract. J. To maintain all current certifications, licenses, and registrations relevant to providing Services during the length of the Contract period. Must notify resignation of employees immediately. K. To remain in compliance with all licensing requirements as a provider of children’s services and to maintain a 3-Star rating from the Tennessee Department of Human Services, which rating is attached hereto as Exhibit D, and incorporated herein and made a part of this Agreement. If Contractor fails to meet these standards, or SCS obtains confirmation of non-compliance or substantiation of maltreatment of any child, notwithstanding any other provisions of this Contract, SCS may terminate this Contract immediately if SCS determines, in its sole and absolute discretion, that the findings impact the provision of Services under this Contract or the well-being of a child. Contractor’s Initials: _ L. To maintain data of a personal and confidential nature and not disseminate it to any third party, unless expressly permitted in writing by SCS, except as may be authorized by law. M. To not assign, transfer, or subcontract for the provision of Services under this Contract unless prior written consent is obtained from the SCS. The sale of the Contractor to another individual or entity shall be deemed to be an assignment or transfer of this Contract for the purposes of this Section, and shall be subject to the discretion and approval of SCS. N. On or before June 7, 2019, to send SCS a copy of an expenditure reconciliation report for the period included in this Contract, with supporting documentation when requested, for purposes of verifying that funds were spent in appropriate categories for their intended uses. SCS reserves the right at any time to require that an independent financial audit be performed of the Contractor’s Program at the Contractor’s expense. In the event that such an audit is conducted, SCS expressly reserves the right to direct the Contractor’s Program to undergo any additional auditing by an entity designated by SCS for this purpose, and Contractor shall pay all costs associated with this additional audit in entirety. O. To submit a copy of the most recent annual financial statement within thirty (30) days of the execution of the initial Contract, by the person responsible for said financial statements as to whether they were prepared on a basis of generally accepted accounting principles. If they were not prepared in such a manner, the statement should include the basis used for presentation. The statement should also note any difference in the basis used from the previous year. However; prior to the execution of the contract, Contractor shall provide an official certified proof of financial stability to the SCS Department of Early Childhood. P. To comply with Title VI and VII of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 503/504 of the Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Executive Order 11,246 and 38 USC Section 4212, along with the related regulations and reporting requirements of each. Contractor shall not discriminate against any individual including, but not limited to, employees or applicants for employment and/or students, because of race, religion, creed, color, sex, age, disability, national origin, or status as a disabled or Vietnam era veteran. Further, the Contractor agrees to take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, religion, creed, color, sex, age, disability, national origin, or status as a disabled or Vietnam Era veteran. Such action includes, but not be limited to, the following: employment, promotion, upgrading, demotion or transfer, recruitment, advertising, layoff or terminations, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall upon request show proof of such non-discrimination and shall post in conspicuous places available to all employees and applicants notices of non-discrimination. Q. To maintain general, professional and auto (if transporting students) liability insurance in the amount of $1 million for injuries sustained by any one person and $2 million for injuries sustained by two or more persons in any one accident, with SCS to be named as an additional insured. Said insurance carrier shall be required to provide SCS with proof of insurance and shall also be required to provide SCS of thirty (30) days written notice of policy changes or the cancellation of any said policy. Said notice shall be forwarded to: Office of Contracts Management and Compliance, 160 S. Hollywood Street, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Division of Early Childhood Pre- Contractor’s Initials: K Program, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ with a copy to Risk Management, Florida/Kansas Administration Building, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. All notices will include the Contract Number for this Agreement. With respect to Commercial General Liability Insurance, Automobile Liability Insurance, and Professional Liability Insurance, policy(s) shall be endorsed to the effect that all liability insurance maintained by Contractor should be primary without right of contribution by any insurance or other funding mechanisms carried by the SCS. Policy(s) shall provide cross claim and severability of interests coverage for losses due to the negligence, omission or other conduct of Contractor. Policy(s) shall provide 30-day written notice of cancellation or non-renewal to SCS at the addresses listed in previous paragraph. A certificate of insurance acceptable to the SCS must evidence all of the above requirements at least one week prior to inception of this Contract and shall be forwarded to Contract Services, Department of Early Childhood Pre-K Program, and Risk Management at the above addresses. Notwithstanding the provisions of this Section III.P., in the event that the Contractor is a governmental entity as that term is defined under the terms of the Tennessee Governmental Tort Liability Act, T.C.A. Section 29-2-101 et seq. (the “Act”), then the liability and insurance requirements contained in the Act shall apply. Additionally, in the event that the Contractor is the State of Tennessee, it is understood that the State of Tennessee is self-insured and does not carry or maintain commercial general liability insurance or medical, professional or hospital liability insurance. Any and all claims against the State of Tennessee, including the Institution or its employees, shall be heard and determined by the Tennessee Claims Commission in the manner prescribed by law. Damages recoverable against the Institution shall be expressly limited to claims paid by the Claims Commission pursuant to T.C.A. Section 9-8-301 et seq. R. To hold SCS harmless from any liability for any injury (including death) to any persons or damage to any property arising out of the acts or omissions of the agents or employees of the Contractor. Further, to the extent permitted by law, Contractor will defend indemnify and hold SCS harmless from any and all demands, claims, suits, actions and legal proceedings brought against SCS, its board members, officers, employees or agents arising out of alleged acts or omissions by Contractor in the course of performing Services to SCS pursuant to this Contract. The foregoing provisions shall include, but not be limited to, any judgments, awards, settlements, reasonable attorney fees, and costs and expenses incurred by SCS in connection with the defense of any actual or threatened action, proceeding or claim. Notwithstanding provisions of this section III R, in the event that Contractor is the State of Tennessee, then neither party shall be responsible for personal injury or property damage or other loss except that resulting from its own negligence or the negligence of its employees or others for whom the party is legally responsible. S. If SCS employs attorneys to enforce any of the provisions hereof, to pay SCS all reasonable costs, charges, and expenses, including attorneys’ fees and costs, expended or incurred in connection therewith, as long as Contractor is the party against whom any final judgment is entered and as long as Contractor is not the State of Tennessee. T. To meet the standard set by the Consumer Product Safety Commission (CPSC) or the American Society for Testing and Materials (ASTM) for Facilities and Playgrounds- equipment and materials for indoor and outdoor (Exhibit H). U. To provide and ensure there is an access point in each Pre-K classroom that can support a minimum of 20 connections with 802.11x standards (b,c,g,n,ac) in order to provide sufficient Wi-Fi connectivity for students completing required benchmark assessments on-line. To comply, students need a minimum of 100 kbps of Internet bandwidth— 1 Mbps per student. V. To be responsible for any theft, damages, or repairs of technology including computers, tablets, printers, Smart Boards or Promethean Boards, cameras, and any electronic assets beyond the vendor warranty.

The Contractor Agrees. A. To coordinate and provide Services to qualified four-year-old children and their families (as determined by SCS) for 36 weeks (180 instructional days, 200 staff days). Services to be provided on an instructional day shall be offered no earlier than 7:30 am for a total of 7.5 hours per day. Of these 7.5 hours, a minimum of five-and-a-half (5.5) hours will be instructional, and one (1) hour will be used for children’s rest time. The teacher and teacher assistant shall use the remaining one (1.0) hour of the workday in activities such as planning time, transportation, or other activities specifically related to the Program. B. To comply with the Pre-K Scope of Services (Exhibit A), most recent Voluntary Pre-K Program Operating Guidelines (Exhibit B), and the Pre-K Program Assurances, (Exhibit C), Contractor acknowledges that the requirements and terms set forth in Exhibits A, B, and C are terms under this Contract and, therefore, fully incorporated herein and made a part hereof. C. To respond to and participate in requests by SCS for data on school operations, students, staff and faculty. D. To permit SCS, or its authorized representatives, to observe and evaluate the delivery and/or performance of Services. This includes access to any books, documents, papers and records of the Contractor, which are directly related to this Contract for the purpose of making an audit, examination, photocopies, excerpts and transcriptions. Contractor must comply with all laws, ordinances, rules and regulations of any governmental entity pertaining to its performance pursuant to this Contract. Contractor’s Initials E. To cooperate fully with SCS’ auditors and/or agents providing Audit or Agreed Upon Procedures (AUP) review services (“Auditors”). Contractor will coordinate with Auditors to have appropriate staff of Contractor available during the scheduled audit/review period. Contractor will make advanced preparations for scheduled audits/reviews to make available for Auditors all identified documents, records, and entity-related materials requested by Auditors. Failure to substantially prepare for a scheduled audit engagement or to provide requested documentation or information to Auditor during the scheduled audit period may result in the withholding of grants payments and may jeopardize future participation in the Pre-K Program. However; SCS reserves the right to audit and/or review Contractors records at any time. F. To comply with all provisions of the Tennessee Voluntary Pre-K Statute and the Guidelines, Preschool Development Grant Statute and Guidelines, and any other related state laws, rules or regulations. If non-compliance on the part of the Contractor should result in a penalty or forfeiture of funds, the Contractor shall assume all liability and shall indemnify SCS for any loss resulting therefrom. G. To correct any programmatic non-compliance, immediately, or within a time determined solely at the discretion of SCS, upon written notice of such non-compliance found during a Program review process, and/or to show written evidence that recommendations from SCS or other evaluation results are being addressed. Furthermore, Contractor must demonstrate to the satisfaction of SCS that progress is being made toward Program improvement. Failure to comply with Program and fiscal requirements may result in withholding of payment and/or Contractor’s termination from the Program and may jeopardize future participation in the Pre-K Program. H. To maintain full and complete records which pertain to this Contract for a period of five (5) years beyond the termination date of this Contract, or until all litigation, claims, or audit findings arising out of a breach on the part of the Contractor or involving the keeping of proper and reasonable records under the Program have been resolved if such claim or audit is started before the expiration date of the three-year period. I. To conduct a criminal background check and fingerprinting in accordance with the provisions of T.C.A. §49-5-413 and a drug test of every employee that provides Services to SCS under this Contract. Upon request, Contractor will provide SCS with documentation of such checks and tests prior to an employee providing Services. SCS reserves the right, at its sole and absolute discretion, to reject any employee of Contractor from providing Services under this Contract. Contractor further assures, in accordance with the federal Drug-Free Workplace Act of 1988, that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited for individuals who are directly engaged in the performance of Services pursuant to this Contract. J. To maintain all current certifications, licenses, and registrations relevant to providing Services during the length of the Contract period. Must notify resignation of employees immediately. K. To remain in compliance with all licensing requirements as a provider of children’s services and to maintain a 3-Star rating from the Tennessee Department of Human Services, which rating is attached hereto as Exhibit D, and incorporated herein and made a part of this Agreement. If Contractor fails to meet these standards, or SCS obtains confirmation of non-compliance or substantiation of maltreatment of any child, notwithstanding any other provisions of this Contract, SCS may terminate this Contract immediately if SCS determines, in its sole and absolute discretion, that the findings impact the provision of Services under this Contract or the well-being of a child. Contractor’s Initials: _: L. To maintain data of a personal and confidential nature and not disseminate it to any third party, unless expressly permitted in writing by SCS, except as may be authorized by law. M. To not assign, transfer, or subcontract for the provision of Services under this Contract unless prior written consent is obtained from the SCS. The sale of the Contractor to another individual or entity shall be deemed to be an assignment or transfer of this Contract for the purposes of this Section, and shall be subject to the discretion and approval of SCS. N. On or before June 7, 2019, to send SCS a copy of an expenditure reconciliation report for the period included in this Contract, with supporting documentation when requested, for purposes of verifying that funds were spent in appropriate categories for their intended uses. SCS reserves the right at any time to require that an independent financial audit be performed of the Contractor’s Program at the Contractor’s expense. In the event that such an audit is conducted, SCS expressly reserves the right to direct the Contractor’s Program to undergo any additional auditing by an entity designated by SCS for this purpose, and Contractor shall pay all costs associated with this additional audit in entirety. O. To submit a copy of the most recent annual financial statement within thirty (30) days of the execution of the initial Contract, by the person responsible for said financial statements as to whether they were prepared on a basis of generally accepted accounting principles. If they were not prepared in such a manner, the statement should include the basis used for presentation. The statement should also note any difference in the basis used from the previous year. However; prior to the execution of the contract, Contractor shall provide an official certified proof of financial stability to the SCS Department of Early Childhood. P. To comply with Title VI and VII of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 503/504 of the Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Executive Order 11,246 and 38 USC Section 4212, along with the related regulations and reporting requirements of each. Contractor shall not discriminate against any individual including, but not limited to, employees or applicants for employment and/or students, because of race, religion, creed, color, sex, age, disability, national origin, or status as a disabled or Vietnam era veteran. Further, the Contractor agrees to take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, religion, creed, color, sex, age, disability, national origin, or status as a disabled or Vietnam Era veteran. Such action includes, but not be limited to, the following: employment, promotion, upgrading, demotion or transfer, recruitment, advertising, layoff or terminations, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall upon request show proof of such non-discrimination and shall post in conspicuous places available to all employees and applicants notices of non-discrimination. Q. To maintain general, professional and auto (if transporting students) liability insurance in the amount of $1 million for injuries sustained by any one person and $2 million for injuries sustained by two or more persons in any one accident, with SCS to be named as an additional insured. Said insurance carrier shall be required to provide SCS with proof of insurance and shall also be required to provide SCS of thirty (30) days written notice of policy changes or the cancellation of any said policy. Said notice shall be forwarded to: Office of Contracts Management and Compliance, 160 S. Hollywood Street, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Division of Early Childhood Pre- Contractor’s Initials: K Program, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ with a copy to Risk Management, Florida/Kansas Administration Building, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. All notices will include the Contract Number for this Agreement. With respect to Commercial General Liability Insurance, Automobile Liability Insurance, and Professional Liability Insurance, policy(s) shall be endorsed to the effect that all liability insurance maintained by Contractor should be primary without right of contribution by any insurance or other funding mechanisms carried by the SCS. Policy(s) shall provide cross claim and severability of interests coverage for losses due to the negligence, omission or other conduct of Contractor. Policy(s) shall provide 30-day written notice of cancellation or non-renewal to SCS at the addresses listed in previous paragraph. A certificate of insurance acceptable to the SCS must evidence all of the above requirements at least one week prior to inception of this Contract and shall be forwarded to Contract Services, Department of Early Childhood Pre-K Program, and Risk Management at the above addresses. Notwithstanding the provisions of this Section III.P., in the event that the Contractor is a governmental entity as that term is defined under the terms of the Tennessee Governmental Tort Liability Act, T.C.A. Section 29-2-101 et seq. (the “Act”), then the liability and insurance requirements contained in the Act shall apply. Additionally, in the event that the Contractor is the State of Tennessee, it is understood that the State of Tennessee is self-insured and does not carry or maintain commercial general liability insurance or medical, professional or hospital liability insurance. Any and all claims against the State of Tennessee, including the Institution or its employees, shall be heard and determined by the Tennessee Claims Commission in the manner prescribed by law. Damages recoverable against the Institution shall be expressly limited to claims paid by the Claims Commission pursuant to T.C.A. Section 9-8-301 et seq. R. To hold SCS harmless from any liability for any injury (including death) to any persons or damage to any property arising out of the acts or omissions of the agents or employees of the Contractor. Further, to the extent permitted by law, Contractor will defend indemnify and hold SCS harmless from any and all demands, claims, suits, actions and legal proceedings brought against SCS, its board members, officers, employees or agents arising out of alleged acts or omissions by Contractor in the course of performing Services to SCS pursuant to this Contract. The foregoing provisions shall include, but not be limited to, any judgments, awards, settlements, reasonable attorney fees, and costs and expenses incurred by SCS in connection with the defense of any actual or threatened action, proceeding or claim. Notwithstanding provisions of this section III R, in the event that Contractor is the State of Tennessee, then neither party shall be responsible for personal injury or property damage or other loss except that resulting from its own negligence or the negligence of its employees or others for whom the party is legally responsible. S. If SCS employs attorneys to enforce any of the provisions hereof, to pay SCS all reasonable costs, charges, and expenses, including attorneys’ fees and costs, expended or incurred in connection therewith, as long as Contractor is the party against whom any final judgment is entered and as long as Contractor is not the State of Tennessee. T. To meet the standard set by the Consumer Product Safety Commission (CPSC) or the American Society for Testing and Materials (ASTM) for Facilities and Playgrounds- equipment and materials for indoor and outdoor (Exhibit H). U. To provide and ensure there is an access point in each Pre-K classroom that can support a minimum of 20 connections with 802.11x standards (b,c,g,n,ac) in order to provide sufficient Wi-Fi connectivity for students completing required benchmark assessments on-line. To comply, students need a minimum of 100 kbps of Internet bandwidth— 1 Mbps per student. V. To be responsible for any theft, damages, or repairs of technology including computers, tablets, printers, Smart Boards or Promethean Boards, cameras, and any electronic assets beyond the vendor warranty.

The Contractor Agrees. A. To coordinate and provide Services to qualified four-year-old children and their families (as determined by SCS) for 36 weeks (180 instructional days, 200 staff days). Services to be provided on an instructional day shall be offered no earlier than 7:30 am for a total of 7.5 hours per day. Of these 7.5 hours, a minimum of five-and-a-half (5.5) hours will be instructional, and one (1) hour will be used for children’s rest time. The teacher and teacher assistant shall use the remaining one (1.0) hour of the workday in activities such as planning time, transportation, or other activities specifically related to the Program. B. To comply with the Pre-K Scope of Services (Exhibit A), most recent Voluntary Pre-K Program Operating Guidelines (Exhibit B), and the Pre-K Program Assurances, (Exhibit C), Contractor acknowledges that the requirements and terms set forth in Exhibits A, B, and C are terms under this Contract and, therefore, fully incorporated herein and made a part hereof. C. To respond to and participate in requests by SCS for data on school operations, students, staff and faculty. D. To permit SCS, or its authorized representatives, to observe and evaluate the delivery and/or performance of Services. This includes access to any books, documents, papers and records of the Contractor, which are directly related to this Contract for the purpose of making an audit, examination, photocopies, excerpts and transcriptions. Contractor must comply with all laws, ordinances, rules and regulations of any governmental entity pertaining to its performance pursuant to this Contract. Contractor’s InitialsInitials _ E. To cooperate fully with SCS’ auditors and/or agents providing Audit or Agreed Upon Procedures (AUP) review services (“Auditors”). Contractor will coordinate with Auditors to have appropriate staff of Contractor available during the scheduled audit/review period. Contractor will make advanced preparations for scheduled audits/reviews to make available for Auditors all identified documents, records, and entity-related materials requested by Auditors. Failure to substantially prepare for a scheduled audit engagement or to provide requested documentation or information to Auditor during the scheduled audit period may result in the withholding of grants payments and may jeopardize future participation in the Pre-K Program. However; SCS reserves the right to audit and/or review Contractors records at any time. F. To comply with all provisions of the Tennessee Voluntary Pre-K Statute and the Guidelines, Preschool Development Grant Statute and Guidelines, and any other related state laws, rules or regulations. If non-compliance on the part of the Contractor should result in a penalty or forfeiture of funds, the Contractor shall assume all liability and shall indemnify SCS for any loss resulting therefrom. G. To correct any programmatic non-compliance, immediately, or within a time determined solely at the discretion of SCS, upon written notice of such non-compliance found during a Program review process, and/or to show written evidence that recommendations from SCS or other evaluation results are being addressed. Furthermore, Contractor must demonstrate to the satisfaction of SCS that progress is being made toward Program improvement. Failure to comply with Program and fiscal requirements may result in withholding of payment and/or Contractor’s termination from the Program and may jeopardize future participation in the Pre-K Program. H. To maintain full and complete records which pertain to this Contract for a period of five (5) years beyond the termination date of this Contract, or until all litigation, claims, or audit findings arising out of a breach on the part of the Contractor or involving the keeping of proper and reasonable records under the Program have been resolved if such claim or audit is started before the expiration date of the three-year period. I. To conduct a criminal background check and fingerprinting in accordance with the provisions of T.C.A. §49-5-413 and a drug test of every employee that provides Services to SCS under this Contract. Upon request, Contractor will provide SCS with documentation of such checks and tests prior to an employee providing Services. SCS reserves the right, at its sole and absolute discretion, to reject any employee of Contractor from providing Services under this Contract. Contractor further assures, in accordance with the federal Drug-Free Workplace Act of 1988, that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited for individuals who are directly engaged in the performance of Services pursuant to this Contract. J. To maintain all current certifications, licenses, and registrations relevant to providing Services during the length of the Contract period. Must notify resignation of employees immediately. K. To remain in compliance with all licensing requirements as a provider of children’s services and to maintain a 3-Star rating from the Tennessee Department of Human Services, which rating is attached hereto as Exhibit D, and incorporated herein and made a part of this Agreement. If Contractor fails to meet these standards, or SCS obtains confirmation of non-compliance or substantiation of maltreatment of any child, notwithstanding any other provisions of this Contract, SCS may terminate this Contract immediately if SCS determines, in its sole and absolute discretion, that the findings impact the provision of Services under this Contract or the well-being of a child. Contractor’s Initials: _ L. To maintain data of a personal and confidential nature and not disseminate it to any third party, unless expressly permitted in writing by SCS, except as may be authorized by law. M. To not assign, transfer, or subcontract for the provision of Services under this Contract unless prior written consent is obtained from the SCS. The sale of the Contractor to another individual or entity shall be deemed to be an assignment or transfer of this Contract for the purposes of this Section, and shall be subject to the discretion and approval of SCS. N. On or before June 7, 2019, to send SCS a copy of an expenditure reconciliation report for the period included in this Contract, with supporting documentation when requested, for purposes of verifying that funds were spent in appropriate categories for their intended uses. SCS reserves the right at any time to require that an independent financial audit be performed of the Contractor’s Program at the Contractor’s expense. In the event that such an audit is conducted, SCS expressly reserves the right to direct the Contractor’s Program to undergo any additional auditing by an entity designated by SCS for this purpose, and Contractor shall pay all costs associated with this additional audit in entirety. O. To submit a copy of the most recent annual financial statement within thirty (30) days of the execution of the initial Contract, by the person responsible for said financial statements as to whether they were prepared on a basis of generally accepted accounting principles. If they were not prepared in such a manner, the statement should include the basis used for presentation. The statement should also note any difference in the basis used from the previous year. However; prior to the execution of the contract, Contractor shall provide an official certified proof of financial stability to the SCS Department of Early Childhood. P. To comply with Title VI and VII of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 503/504 of the Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Executive Order 11,246 and 38 USC Section 4212, along with the related regulations and reporting requirements of each. Contractor shall not discriminate against any individual including, but not limited to, employees or applicants for employment and/or students, because of race, religion, creed, color, sex, age, disability, national origin, or status as a disabled or Vietnam era veteran. Further, the Contractor agrees to take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, religion, creed, color, sex, age, disability, national origin, or status as a disabled or Vietnam Era veteran. Such action includes, but not be limited to, the following: employment, promotion, upgrading, demotion or transfer, recruitment, advertising, layoff or terminations, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall upon request show proof of such non-discrimination and shall post in conspicuous places available to all employees and applicants notices of non-discrimination. Q. To maintain general, professional and auto (if transporting students) liability insurance in the amount of $1 million for injuries sustained by any one person and $2 million for injuries sustained by two or more persons in any one accident, with SCS to be named as an additional insured. Said insurance carrier shall be required to provide SCS with proof of insurance and shall also be required to provide SCS of thirty (30) days written notice of policy changes or the cancellation of any said policy. Said notice shall be forwarded to: Office of Contracts Management and Compliance, 160 S. Hollywood Street, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Division of Early Childhood Pre- Contractor’s Initials: K Program, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ with a copy to Risk Management, Florida/Kansas Administration Building, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. All notices will include the Contract Number for this Agreement. With respect to Commercial General Liability Insurance, Automobile Liability Insurance, and Professional Liability Insurance, policy(s) shall be endorsed to the effect that all liability insurance maintained by Contractor should be primary without right of contribution by any insurance or other funding mechanisms carried by the SCS. Policy(s) shall provide cross claim and severability of interests coverage for losses due to the negligence, omission or other conduct of Contractor. Policy(s) shall provide 30-day written notice of cancellation or non-renewal to SCS at the addresses listed in previous paragraph. A certificate of insurance acceptable to the SCS must evidence all of the above requirements at least one week prior to inception of this Contract and shall be forwarded to Contract Services, Department of Early Childhood Pre-K Program, and Risk Management at the above addresses. Notwithstanding the provisions of this Section III.P., in the event that the Contractor is a governmental entity as that term is defined under the terms of the Tennessee Governmental Tort Liability Act, T.C.A. Section 29-2-101 et seq. (the “Act”), then the liability and insurance requirements contained in the Act shall apply. Additionally, in the event that the Contractor is the State of Tennessee, it is understood that the State of Tennessee is self-insured and does not carry or maintain commercial general liability insurance or medical, professional or hospital liability insurance. Any and all claims against the State of Tennessee, including the Institution or its employees, shall be heard and determined by the Tennessee Claims Commission in the manner prescribed by law. Damages recoverable against the Institution shall be expressly limited to claims paid by the Claims Commission pursuant to T.C.A. Section 9-8-301 et seq. R. To hold SCS harmless from any liability for any injury (including death) to any persons or damage to any property arising out of the acts or omissions of the agents or employees of the Contractor. Further, to the extent permitted by law, Contractor will defend indemnify and hold SCS harmless from any and all demands, claims, suits, actions and legal proceedings brought against SCS, its board members, officers, employees or agents arising out of alleged acts or omissions by Contractor in the course of performing Services to SCS pursuant to this Contract. The foregoing provisions shall include, but not be limited to, any judgments, awards, settlements, reasonable attorney fees, and costs and expenses incurred by SCS in connection with the defense of any actual or threatened action, proceeding or claim. Notwithstanding provisions of this section III R, in the event that Contractor is the State of Tennessee, then neither party shall be responsible for personal injury or property damage or other loss except that resulting from its own negligence or the negligence of its employees or others for whom the party is legally responsible. S. If SCS employs attorneys to enforce any of the provisions hereof, to pay SCS all reasonable costs, charges, and expenses, including attorneys’ fees and costs, expended or incurred in connection therewith, as long as Contractor is the party against whom any final judgment is entered and as long as Contractor is not the State of Tennessee. T. To meet the standard set by the Consumer Product Safety Commission (CPSC) or the American Society for Testing and Materials (ASTM) for Facilities and Playgrounds- equipment and materials for indoor and outdoor (Exhibit H). U. To provide and ensure there is an access point in each Pre-K classroom that can support a minimum of 20 connections with 802.11x standards (b,c,g,n,ac) in order to provide sufficient Wi-Fi connectivity for students completing required benchmark assessments on-line. To comply, students need a minimum of 100 kbps of Internet bandwidth— 1 Mbps per student. V. To be responsible for any theft, damages, or repairs of technology including computers, tablets, printers, Smart Boards or Promethean Boards, cameras, and any electronic assets beyond the vendor warranty.

The Contractor Agrees. A. To coordinate and provide Services to qualified four-year-old children and their families (as determined by SCS) for 36 weeks (180 instructional days, 200 staff days). Services to be provided on an instructional day shall be offered no earlier than 7:30 am for a total of 7.5 hours per day. Of these 7.5 hours, a minimum of five-and-a-half (5.5) hours will be instructional, and one (1) hour will be used for children’s rest time. The teacher and teacher assistant shall use the remaining one (1.0) hour of the workday in activities such as planning time, transportation, or other activities specifically related to the Program. B. To comply with the Pre-K Scope of Services (Exhibit A), most recent Voluntary Pre-K Program Operating Guidelines (Exhibit B), and the Pre-K Program Assurances, (Exhibit C), Contractor acknowledges that the requirements and terms set forth in Exhibits A, B, and C are terms under this Contract and, therefore, fully incorporated herein and made a part hereof. C. To respond to and participate in requests by SCS for data on school operations, students, staff and faculty.. _ D. To permit SCS, or its authorized representatives, to observe and evaluate the delivery and/or performance of Services. This includes access to any books, documents, papers and records of the Contractor, which are directly related to this Contract for the purpose of making an audit, examination, photocopies, excerpts and transcriptions. Contractor must comply with all laws, ordinances, rules and regulations of any governmental entity pertaining to its performance pursuant to this Contract. Contractor’s Initials E. To cooperate fully with SCS’ auditors and/or agents providing Audit or Agreed Upon Procedures (AUP) review services (“Auditors”). Contractor will coordinate with Auditors to have appropriate staff of Contractor available during the scheduled audit/review period. Contractor will make advanced preparations for scheduled audits/reviews to make available for Auditors all identified documents, records, and entity-related materials requested by Auditors. Failure to substantially prepare for a scheduled audit engagement or to provide requested documentation or information to Auditor during the scheduled audit period may result in the withholding of grants payments and may jeopardize future participation in the Pre-K Program. However; SCS reserves the right to audit and/or review Contractors records at any time. F. To comply with all provisions of the Tennessee Voluntary Pre-K Statute and the Guidelines, Preschool Development Grant Statute and Guidelines, and any other related state laws, rules or regulations. If non-compliance on the part of the Contractor should result in a penalty or forfeiture of funds, the Contractor shall assume all liability and shall indemnify SCS for any loss resulting therefrom. G. To correct any programmatic non-compliance, immediately, or within a time determined solely at the discretion of SCS, upon written notice of such non-compliance found during a Program review process, and/or to show written evidence that recommendations from SCS or other evaluation results are being addressed. Furthermore, Contractor must demonstrate to the satisfaction of SCS that progress is being made toward Program improvement. Failure to comply with Program and fiscal requirements may result in withholding of payment and/or Contractor’s termination from the Program and may jeopardize future participation in the Pre-K Program. H. To maintain full and complete records which pertain to this Contract for a period of five (5) years beyond the termination date of this Contract, or until all litigation, claims, or audit findings arising out of a breach on the part of the Contractor or involving the keeping of proper and reasonable records under the Program have been resolved if such claim or audit is started before the expiration date of the three-year period. I. To conduct a criminal background check and fingerprinting in accordance with the provisions of T.C.A. §49-5-413 and a drug test of every employee that provides Services to SCS under this Contract. Upon request, Contractor will provide SCS with documentation of such checks and tests prior to an employee providing Services. SCS reserves the right, at its sole and absolute discretion, to reject any employee of Contractor from providing Services under this Contract. Contractor further assures, in accordance with the federal Drug-Free Workplace Act of 1988, that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited for individuals who are directly engaged in the performance of Services pursuant to this Contract. J. To maintain all current certifications, licenses, and registrations relevant to providing Services during the length of the Contract period. Must notify resignation of employees immediately. K. To remain in compliance with all licensing requirements as a provider of children’s services and to maintain a 3-Star rating from the Tennessee Department of Human Services, which rating is attached hereto as Exhibit D, and incorporated herein and made a part of this Agreement. If Contractor fails to meet these standards, or SCS obtains confirmation of non-compliance or substantiation of maltreatment of any child, notwithstanding any other provisions of this Contract, SCS may terminate this Contract immediately if SCS determines, in its sole and absolute discretion, that the findings impact the provision of Services under this Contract or the well-being of a child. Contractor’s Initials: _: L. To maintain data of a personal and confidential nature and not disseminate it to any third party, unless expressly permitted in writing by SCS, except as may be authorized by law. M. To not assign, transfer, or subcontract for the provision of Services under this Contract unless prior written consent is obtained from the SCS. The sale of the Contractor to another individual or entity shall be deemed to be an assignment or transfer of this Contract for the purposes of this Section, and shall be subject to the discretion and approval of SCS. N. On or before June 7, 2019, to send SCS a copy of an expenditure reconciliation report for the period included in this Contract, with supporting documentation when requested, for purposes of verifying that funds were spent in appropriate categories for their intended uses. SCS reserves the right at any time to require that an independent financial audit be performed of the Contractor’s Program at the Contractor’s expense. In the event that such an audit is conducted, SCS expressly reserves the right to direct the Contractor’s Program to undergo any additional auditing by an entity designated by SCS for this purpose, and Contractor shall pay all costs associated with this additional audit in entirety. O. To submit a copy of the most recent annual financial statement within thirty (30) days of the execution of the initial Contract, by the person responsible for said financial statements as to whether they were prepared on a basis of generally accepted accounting principles. If they were not prepared in such a manner, the statement should include the basis used for presentation. The statement should also note any difference in the basis used from the previous year. However; prior to the execution of the contract, Contractor shall provide an official certified proof of financial stability to the SCS Department of Early Childhood. P. To comply with Title VI and VII of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 503/504 of the Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Executive Order 11,246 and 38 USC Section 4212, along with the related regulations and reporting requirements of each. Contractor shall not discriminate against any individual including, but not limited to, employees or applicants for employment and/or students, because of race, religion, creed, color, sex, age, disability, national origin, or status as a disabled or Vietnam era veteran. Further, the Contractor agrees to take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, religion, creed, color, sex, age, disability, national origin, or status as a disabled or Vietnam Era veteran. Such action includes, but not be limited to, the following: employment, promotion, upgrading, demotion or transfer, recruitment, advertising, layoff or terminations, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall upon request show proof of such non-discrimination and shall post in conspicuous places available to all employees and applicants notices of non-discrimination. Q. To maintain general, professional and auto (if transporting students) liability insurance in the amount of $1 million for injuries sustained by any one person and $2 million for injuries sustained by two or more persons in any one accident, with SCS to be named as an additional insured. Said insurance carrier shall be required to provide SCS with proof of insurance and shall also be required to provide SCS of thirty (30) days written notice of policy changes or the cancellation of any said policy. Said notice shall be forwarded to: Office of Contracts Management and Compliance, 160 S. Hollywood Street, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Division of Early Childhood Pre- Contractor’s Initials: K Program, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ with a copy to Risk Management, Florida/Kansas Administration Building, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. All notices will include the Contract Number for this Agreement. With respect to Commercial General Liability Insurance, Automobile Liability Insurance, and Professional Liability Insurance, policy(s) shall be endorsed to the effect that all liability insurance maintained by Contractor should be primary without right of contribution by any insurance or other funding mechanisms carried by the SCS. Policy(s) shall provide cross claim and severability of interests coverage for losses due to the negligence, omission or other conduct of Contractor. Policy(s) shall provide 30-day written notice of cancellation or non-renewal to SCS at the addresses listed in previous paragraph. A certificate of insurance acceptable to the SCS must evidence all of the above requirements at least one week prior to inception of this Contract and shall be forwarded to Contract Services, Department of Early Childhood Pre-K Program, and Risk Management at the above addresses. Notwithstanding the provisions of this Section III.P., in the event that the Contractor is a governmental entity as that term is defined under the terms of the Tennessee Governmental Tort Liability Act, T.C.A. Section 29-2-101 et seq. (the “Act”), then the liability and insurance requirements contained in the Act shall apply. Additionally, in the event that the Contractor is the State of Tennessee, it is understood that the State of Tennessee is self-insured and does not carry or maintain commercial general liability insurance or medical, professional or hospital liability insurance. Any and all claims against the State of Tennessee, including the Institution or its employees, shall be heard and determined by the Tennessee Claims Commission in the manner prescribed by law. Damages recoverable against the Institution shall be expressly limited to claims paid by the Claims Commission pursuant to T.C.A. Section 9-8-301 et seq. R. To hold SCS harmless from any liability for any injury (including death) to any persons or damage to any property arising out of the acts or omissions of the agents or employees of the Contractor. Further, to the extent permitted by law, Contractor will defend indemnify and hold SCS harmless from any and all demands, claims, suits, actions and legal proceedings brought against SCS, its board members, officers, employees or agents arising out of alleged acts or omissions by Contractor in the course of performing Services to SCS pursuant to this Contract. The foregoing provisions shall include, but not be limited to, any judgments, awards, settlements, reasonable attorney fees, and costs and expenses incurred by SCS in connection with the defense of any actual or threatened action, proceeding or claim. Notwithstanding provisions of this section III R, in the event that Contractor is the State of Tennessee, then neither party shall be responsible for personal injury or property damage or other loss except that resulting from its own negligence or the negligence of its employees or others for whom the party is legally responsible. S. If SCS employs attorneys to enforce any of the provisions hereof, to pay SCS all reasonable costs, charges, and expenses, including attorneys’ fees and costs, expended or incurred in connection therewith, as long as Contractor is the party against whom any final judgment is entered and as long as Contractor is not the State of Tennessee. T. To meet the standard set by the Consumer Product Safety Commission (CPSC) or the American Society for Testing and Materials (ASTM) for Facilities and Playgrounds- equipment and materials for indoor and outdoor (Exhibit H). U. To provide and ensure there is an access point in each Pre-K classroom that can support a minimum of 20 connections with 802.11x standards (b,c,g,n,ac) in order to provide sufficient Wi-Fi connectivity for students completing required benchmark assessments on-line. To comply, students need a minimum of 100 kbps of Internet bandwidth— 1 Mbps per student. V. To be responsible for any theft, damages, or repairs of technology including computers, tablets, printers, Smart Boards or Promethean Boards, cameras, and any electronic assets beyond the vendor warranty.

The Contractor Agrees. A. To coordinate and provide Services to qualified four-year-old children and their families (as determined by SCS) for 36 weeks (180 instructional days, 200 staff days). Services to be provided on an instructional day shall be offered no earlier than 7:30 am for a total of 7.5 hours per day. Of these 7.5 hours, a minimum of five-and-a-half (5.5) hours will be instructional, and one (1) hour will be used for children’s rest time. The teacher and teacher assistant shall use the remaining one (1.0) hour of the workday in activities such as planning time, transportation, or other activities specifically related to the Program. B. To comply with the Pre-K Scope of Services (Exhibit A), most recent Voluntary Pre-K Program Operating Guidelines (Exhibit B), and the Pre-K Program Assurances, (Exhibit C), Contractor acknowledges that the requirements and terms set forth in Exhibits A, B, and C are terms under this Contract and, therefore, fully incorporated herein and made a part hereof. C. To respond to and participate in requests by SCS for data on school operations, students, staff and faculty. D. To permit SCS, or its authorized representatives, to observe and evaluate the delivery and/or performance of Services. This includes access to any books, documents, papers and records of the Contractor, which are directly related to this Contract for the purpose of making an audit, examination, photocopies, excerpts and transcriptions. Contractor must comply with all laws, ordinances, rules and regulations of any governmental entity pertaining to its performance pursuant to this Contract. Contractor’s Initials E. To cooperate fully with SCS’ auditors and/or agents providing Audit or Agreed Upon Procedures (AUP) review services (“Auditors”). Contractor will coordinate with Auditors to have appropriate staff of Contractor available during the scheduled audit/review period. Contractor will make advanced preparations for scheduled audits/reviews to make available for Auditors all identified documents, records, and entity-related materials requested by Auditors. Failure to substantially prepare for a scheduled audit engagement or to provide requested documentation or information to Auditor during the scheduled audit period may result in the withholding of grants payments and may jeopardize future participation in the Pre-K Program. However; SCS reserves the right to audit and/or review Contractors records at any time. F. To comply with all provisions of the Tennessee Voluntary Pre-K Statute and the Guidelines, Preschool Development Grant Statute and Guidelines, and any other related state laws, rules or regulations. If non-compliance on the part of the Contractor should result in a penalty or forfeiture of funds, the Contractor shall assume all liability and shall indemnify SCS for any loss resulting therefrom. G. To correct any programmatic non-compliance, immediately, or within a time determined solely at the discretion of SCS, upon written notice of such non-compliance found during a Program review process, and/or to show written evidence that recommendations from SCS or other evaluation results are being addressed. Furthermore, Contractor must demonstrate to the satisfaction of SCS that progress is being made toward Program improvement. Failure to comply with Program and fiscal requirements may result in withholding of payment and/or Contractor’s termination from the Program and may jeopardize future participation in the Pre-K Program. H. To maintain full and complete records which pertain to this Contract for a period of five (5) years beyond the termination date of this Contract, or until all litigation, claims, or audit findings arising out of a breach on the part of the Contractor or involving the keeping of proper and reasonable records under the Program have been resolved if such claim or audit is started before the expiration date of the three-year period. I. To conduct a criminal background check and fingerprinting in accordance with the provisions of T.C.A. §49-5-413 and a drug test of every employee that provides Services to SCS under this Contract. Upon request, Contractor will provide SCS with documentation of such checks and tests prior to an employee providing Services. SCS reserves the right, at its sole and absolute discretion, to reject any employee of Contractor from providing Services under this Contract. Contractor further assures, in accordance with the federal Drug-Free Workplace Act of 1988, that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited for individuals who are directly engaged in the performance of Services pursuant to this Contract. J. To maintain all current certifications, licenses, and registrations relevant to providing Services during the length of the Contract period. Must notify resignation of employees immediately. K. To remain in compliance with all licensing requirements as a provider of children’s services and to maintain a 3-Star rating from the Tennessee Department of Human Services, which rating is attached hereto as Exhibit D, and incorporated herein and made a part of this Agreement. If Contractor fails to meet these standards, or SCS obtains confirmation of non-compliance or substantiation of maltreatment of any child, notwithstanding any other provisions of this Contract, SCS may terminate this Contract immediately if SCS determines, in its sole and absolute discretion, that the findings impact the provision of Services under this Contract or the well-being of a child. Contractor’s Initials: _ L. To maintain data of a personal and confidential nature and not disseminate it to any third party, unless expressly permitted in writing by SCS, except as may be authorized by law. M. To not assign, transfer, or subcontract for the provision of Services under this Contract unless prior written consent is obtained from the SCS. The sale of the Contractor to another individual or entity shall be deemed to be an assignment or transfer of this Contract for the purposes of this Section, and shall be subject to the discretion and approval of SCS. N. On or before June 7, 2019, to send SCS a copy of an expenditure reconciliation report for the period included in this Contract, with supporting documentation when requested, for purposes of verifying that funds were spent in appropriate categories for their intended uses. SCS reserves the right at any time to require that an independent financial audit be performed of the Contractor’s Program at the Contractor’s expense. In the event that such an audit is conducted, SCS expressly reserves the right to direct the Contractor’s Program to undergo any additional auditing by an entity designated by SCS for this purpose, and Contractor shall pay all costs associated with this additional audit in entirety. O. To submit a copy of the most recent annual financial statement within thirty (30) days of the execution of the initial Contract, by the person responsible for said financial statements as to whether they were prepared on a basis of generally accepted accounting principles. If they were not prepared in such a manner, the statement should include the basis used for presentation. The statement should also note any difference in the basis used from the previous year. However; prior to the execution of the contract, Contractor shall provide an official certified proof of financial stability to the SCS Department of Early Childhood. P. To comply with Title VI and VII of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 503/504 of the Rehabilitation Act of 1973, Americans with Disabilities Act of 1990, Executive Order 11,246 and 38 USC Section 4212, along with the related regulations and reporting requirements of each. Contractor shall not discriminate against any individual including, but not limited to, employees or applicants for employment and/or students, because of race, religion, creed, color, sex, age, disability, national origin, or status as a disabled or Vietnam era veteran. Further, the Contractor agrees to take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, religion, creed, color, sex, age, disability, national origin, or status as a disabled or Vietnam Era veteran. Such action includes, but not be limited to, the following: employment, promotion, upgrading, demotion or transfer, recruitment, advertising, layoff or terminations, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall upon request show proof of such non-discrimination and shall post in conspicuous places available to all employees and applicants notices of non-discrimination. Q. To maintain general, professional and auto (if transporting students) liability insurance in the amount of $1 million for injuries sustained by any one person and $2 million for injuries sustained by two or more persons in any one accident, with SCS to be named as an additional insured. Said insurance carrier shall be required to provide SCS with proof of insurance and shall also be required to provide SCS of thirty (30) days written notice of policy changes or the cancellation of any said policy. Said notice shall be forwarded to: Office of Contracts Management and Compliance, 160 S. Hollywood Street, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Division of Early Childhood Pre- Contractor’s Initials: K Program, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ with a copy to Risk Management, Florida/Kansas Administration Building, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. All notices will include the Contract Number for this Agreement. With respect to Commercial General Liability Insurance, Automobile Liability Insurance, and Professional Liability Insurance, policy(s) shall be endorsed to the effect that all liability insurance maintained by Contractor should be primary without right of contribution by any insurance or other funding mechanisms carried by the SCS. Policy(s) shall provide cross claim and severability of interests coverage for losses due to the negligence, omission or other conduct of Contractor. Policy(s) shall provide 30-day written notice of cancellation or non-renewal to SCS at the addresses listed in previous paragraph. A certificate of insurance acceptable to the SCS must evidence all of the above requirements at least one week prior to inception of this Contract and shall be forwarded to Contract Services, Department of Early Childhood Pre-K Program, and Risk Management at the above addresses. Notwithstanding the provisions of this Section III.P., in the event that the Contractor is a governmental entity as that term is defined under the terms of the Tennessee Governmental Tort Liability Act, T.C.A. Section 29-2-101 et seq. (the “Act”), then the liability and insurance requirements contained in the Act shall apply. Additionally, in the event that the Contractor is the State of Tennessee, it is understood that the State of Tennessee is self-insured and does not carry or maintain commercial general liability insurance or medical, professional or hospital liability insurance. Any and all claims against the State of Tennessee, including the Institution or its employees, shall be heard and determined by the Tennessee Claims Commission in the manner prescribed by law. Damages recoverable against the Institution shall be expressly limited to claims paid by the Claims Commission pursuant to T.C.A. Section 9-8-301 et seq. R. To hold SCS harmless from any liability for any injury (including death) to any persons or damage to any property arising out of the acts or omissions of the agents or employees of the Contractor. Further, to the extent permitted by law, Contractor will defend indemnify and hold SCS harmless from any and all demands, claims, suits, actions and legal proceedings brought against SCS, its board members, officers, employees or agents arising out of alleged acts or omissions by Contractor in the course of performing Services to SCS pursuant to this Contract. The foregoing provisions shall include, but not be limited to, any judgments, awards, settlements, reasonable attorney fees, and costs and expenses incurred by SCS in connection with the defense of any actual or threatened action, proceeding or claim. Notwithstanding provisions of this section III R, in the event that Contractor is the State of Tennessee, then neither party shall be responsible for personal injury or property damage or other loss except that resulting from its own negligence or the negligence of its employees or others for whom the party is legally responsible. S. If SCS employs attorneys to enforce any of the provisions hereof, to pay SCS all reasonable costs, charges, and expenses, including attorneys’ fees and costs, expended or incurred in connection therewith, as long as Contractor is the party against whom any final judgment is entered and as long as Contractor is not the State of Tennessee. T. To meet the standard set by the Consumer Product Safety Commission (CPSC) or the American Society for Testing and Materials (ASTM) for Facilities and Playgrounds- equipment and materials for indoor and outdoor (Exhibit H). U. To provide and ensure there is an access point in each Pre-K classroom that can support a minimum of 20 connections with 802.11x standards (b,c,g,n,ac) in order to provide sufficient Wi-Fi connectivity for students completing required benchmark assessments on-line. To comply, students need a minimum of 100 kbps of Internet bandwidth— 1 Mbps per student. V. To be responsible for any theft, damages, or repairs of technology including computers, tablets, printers, Smart Boards or Promethean Boards, cameras, and any electronic assets beyond the vendor warranty.