1-1 - RFP 26-250716 WAN and Internet Services.pdf

Engage, Inspire, Prepare

Paulding County School District 3236 Atlanta Highway Dallas, Georgia 30132

Steve Barnette, Superintendent

Procurement Department

770-443-8000 purchasing@paulding.k12.ga.us

REQUEST FOR PROPOSAL

RFP 26-250716

FOR

WAN and Internet Services

Response Submission Deadline: August 15, 2025, 11:00 a.m. ET

RFP 26-250716 WAN and Internet Services

RFP Rev 1.5 June 2023 Page | 2

Table of Contents Advertisement and Tentative Timeline

Section 1: Introduction

Section 2: Standard Terms and Conditions

Section 3: Specifications and Requirements with Special Terms and Conditions

Appendix A – Locations and Addresses

Appendix B – Required Vendor Forms

Appendix C – Pricing Proposal Form

Appendix D – PCSD Current Network Configuration

RFP Rev 1.5 June 2023 Page | 3

Advertisement and Tentative Timeline The Paulding County School District (PCSD) invites proposals for a managed, leased lit fiber solution to provide wide area network (WAN) service and Internet service required for PCSD as described in this document and in accordance with the Federal Communications Commission (FCC) requirements for eligible services and items for E-Rate funding administered by the Universal Service Administrative Company (USAC).

PCSD will only accept online submissions for this RFP. Proposals must be submitted online at https://pauldingk12.bonfirehub.com/portal. Proposals submitted after the deadline will not be accepted.

Please note, any proposal submitted in any other format (email, paper, fax, mail, etc.) will not be accepted for any reason.

Submissions are due no later than August 15, 2025, 11:00 a.m. ET (as determined by the time stamp clock when submitted online).

Need Help with registering on Bonfire or submitting a response? Please contact Bonfire directly at Support@GoBonfire.com or 1.800.654.8010 x 2 for technical questions or issues related to your submission. You can also visit their help forum at https://bonfirehub.zendesk.com/hc

PCSD reserves the right to accept or reject any or all proposals and to waive any formalities.

Your interest and participation in the PCSD solicitation process is appreciated.

Tentative Timeline

July 16, 2025 RFP Publish Date n/a Pre-proposal Meeting August 6, 2025, 11:00 a.m. ET Deadline for submitting Questions August 12, 2025, 11:00 a.m. ET Final Addenda Issued August 15, 2025, 11:00 a.m. ET Response Submission Deadline August, 2025 Proposal Evaluation TBD, if needed Interviews with finalists TBD, if needed Best and Final Offer Requested September, 2025 Recommendation & Award by the PCSD Board of Education

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Section 1: Introduction The Paulding County School District (PCSD) invites proposals for a managed, leased lit fiber solution to provide wide area network (WAN) service and Internet service required for PCSD as described in this document and in accordance with the Federal Communications Commission (FCC) requirements for eligible services and items for E-Rate funding administered by the Universal Service Administrative Company (USAC).

PCSD is a public school district comprised of forty-one (41) sites within Paulding County, Georgia serving over 31,000 students.

This solicitation is a Request for Proposals (RFP), in using this method for solicitation, we are requesting your best effort in seeking the best value for our requirements. To be eligible for consideration, online proposals shall be presented in accordance with the instructions of this solicitation and within the timeframe specified. It shall be the responsibility of the selected Offeror to meet all specifications and guidelines set forth herein. PCSD, at its discretion, determines the criteria and process whereby proposals are evaluated and awarded. The contract will be awarded to the responsible and responsive offeror whose proposal is determined in writing to be the most advantageous to PCSD, taking into account the factors set forth in this RFP. No damages shall be recoverable by any challenger as a result of these determinations or decisions by Paulding County School District.

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Section 2: Standard Terms and Conditions The following Standard Terms and Conditions are common to all PCSD RFP documents. Taking exception to these terms and conditions or submitting conflicting language may be cause for rejection of vendor’s response.

1.0 PREPARATION OF PROPOSALS

1.1 Vendors are instructed to read all terms, conditions and specifications as set forth in the RFP carefully. Responses must be on the forms furnished within this RFP and completed in their entirety. Proposals must be submitted online at https://pauldingk12.bonfirehub.com/portal.

1.2 RFPs issued by the PCSD are published on the PCSD Purchasing website, https://www.paulding.k12.ga.us/Page/507, the PCSD Bonfire portal, https://pauldingk12.bonfirehub.com/portal, and the Georgia Procurement Registry (GPR), https://ssl.doas.state.ga.us/gpr/.

1.3 Each vendor is responsible for having knowledge and understanding of any Federal laws, Georgia laws, Department of Education regulations or policies, and PCSD policies and/or regulations pertaining to PCSD procurement.

1.4 PCSD assumes no responsibility or obligation to the vendors. PCSD will make no payment for any costs associated with the preparation or submission of a response. This provision applies whether or not a dispute arises.

1.5 The terms Bidder, Vendor, and/or Offeror are synonymous in this document and refer to the person, entity or firm that submits a response to this RFP.

1.6 All responses submitted become the property of the PCSD and are subject to applicable open records policies and laws.

2.0 COMMUNICATIONS WITH PCSD STAFF

2.1 All communications concerning this RFP must be submitted in writing to the PCSD Purchasing Department. Cole Crowder, Procurement Director, will administer the solicitation process and will be the point of contact for purposes of this RFP and may be contacted at purchasing@paulding.k12.ga.us.

2.2 Inquiries received within five (5) business dates of the due date may not be processed and may not receive a response. Note: All inquiries must be submitted in the Q/A section of the BonFire project listing. No response other than written, distributed by the Procurement Department, will be binding upon PCSD. The Procurement Department, in its discretion, may call upon user departments for clarification in their area of expertise. Questions concerning this solicitation must be received by August 6, 2025, 11:00 a.m. ET. Answers

RFP Rev 1.5 June 2023 Page | 6 will be posted to the solicitation in the PCSD BonFire portal by August 7, 2025, 11:00 a.m.

ET.

2.3 From the issue date of this RFP until completion of the entire solicitation process and announcement of award notification, all vendor communication must be authorized by the Procurement Department including but not limited to communications with school system employees and/or contracted agents related to this RFP. Violation of this provision may result in rejection of the vendor’s response.

2.4 It is the vendor’s responsibility to check the PCSD BonFire Portal for any addenda, responses to vendor questions, or other communications that may be issued or released during the solicitation period. Following receipt of vendor responses to a solicitation, it is the vendor’s responsibility to be available via email, phone and/or fax during the review process in the event that clarification or additional information is required. If clarification or additional information is requested, the responsibility rests on the vendor to ensure that PCSD receives said information prior to the deadline(s) indicated. In the event clarification or additional information is provided via email or fax, a signed copy of this information should be submitted under the solicitation on the PCSD BonFire Portal no later than the next business day after the information due date. The copy submitted to the BonFire portal will serve as the legal document and must match the fax/email copy.

3.0 SUBMISSION OF PROPOSALS

3.1 Responses are to be delivered no later than the date and time (as determined by the online submission date/time stamp) set forth in this RFP. Proposals must be submitted online at https://pauldingk12.bonfirehub.com/portal.

Notes:

Logging in and/or uploading your file(s) does not mean your response is submitted.

Proponents must successfully upload all the file(s) and MUST click the submit button before the closing time.

You will receive an email confirmation receipt with a unique confirmation number once you finalize your submission. This will confirm that you have successfully submitted your proposal.

Each submitted item of Requested Information will only be visible to Paulding County Schools after the Closing Time.

If the file is mandatory, you will not be able to complete your submission until the requirement is met.

Uploading large documents may take significant time, depending on the size of the file(s) and your Internet connection speed.

Please note the type and number of files allowed. The maximum upload file size is 1000 MB. Please do not embed any documents within your uploaded files, as they will not be accessible or evaluated.

Minimum system requirements: Internet Explorer 11, Microsoft Edge, Google Chrome, RFP Rev 1.5 June 2023 Page | 7 or Mozilla Firefox. Java Script must be enabled.

Need Help? Please contact BonFire directly at Support@GoBonfire.com or 1.800.654.8010 x 2 for technical questions or issues related to your submission. You can also visit their help forum at https://bonfirehub.zendesk.com/hc

3.2 Failure to provide an online submission with correct information listed may result in rejection of the proposal. If further information is required to demonstrate responsibility such as providing copies of licenses or permits (other than those previously requested) the vendor will be notified, in writing and given five (5) days from notification to supply such information.

3.3 Any proposal submitted in any other format (email, paper, fax, mail, etc.) will not be accepted for any reason.

3.4 Proposals cannot be withdrawn after they have been submitted online unless offeror makes a request in writing prior to the time set for receiving proposals, or unless the PCSD fails to accept or reject the proposals within one hundred and twenty (120) days after the date fixed for receiving said proposals.

3.5 Any proposal received online after the designated time and date will be deemed late and will not be considered by the PCSD.

4.0 AUTHORITY

Each party warrants that such party has full power and authority to enter into and perform this contract. The person signing on behalf of each party represents that such person is duly authorized to enter into this Contract on behalf of such party.

5.0 SPECIFICATIONS

5.1 Specifications used are intended to be open and non-restrictive. Potential Offeror(s) are invited to inform the PCSD Procurement Department in writing whenever specifications or procedures appear not to be fair and open. Such information should be supplied as early in the procurement process as possible. Information received in less than five (5) days prior to the scheduled receipt of proposals will not be acted upon unless the PCSD Procurement Department rules that it is in the best interest of PCSD to consider.

5.2 For Goods: Manufacturers listed as “Model Equivalence” or “PCSD Approved Equivalent” in the RFP are to establish the general quality required. Items of other manufacturers of equal or better specifications may be considered. The PCSD will be the sole determiner as to whether the substituted item is of equal or better specification.

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5.3 Any deviation from the specifications must be clearly identified by the vendor on the appropriate proposal form(s). If the vendor wishes to provide additional detail regarding the deviations in an accompanying letter, it should be noted on the appropriate proposal form(s). The furnishing of cuts, catalogs or printed descriptions will not relieve the vendor of this requirement. PCSD shall determine in its sole discretion whether substitutions or modifications of the requested specifications are comparable to those contained within the RFP. If PCSD determines that the modifications or deviations from the specifications are not in compliance, the proposal may be rejected.

5.4 A vendor’s failure to deliver any items/services according to specifications set forth in their proposal may result in cancellation of the purchase and permanent removal from the vendor’s list. If any items do not meet these specifications, the items will be picked up at vendor’s expense and removed from the premises of the PCSD at the sole cost of the vendor.

5.5 If there is an error in the description or specifications contained in the RFP, PCSD reserves the right to notify each vendor separately from the RFP of such specification or description change and may require all proposals to be in compliance with such modification. In the case of an error in the specifications or the descriptions, PCSD further reserves the right to cancel the RFP and re-issue.

5.6 If an awarded brand/model is discontinued during the award period, the awarded vendor may offer a replacement item. The replacement brand/model must meet or exceed minimum specifications listed in the awarded vendor’s proposal as well as current industry standards. Replacement item must be offered at the same or better discount/fee structure level as the originally awarded item, or at a lower price than the original item.

Replacement units must be made available to PCSD for review and approval prior to the end of life of the awarded model. PCSD reserves the right to accept or reject the proposed replacement item and to negotiate with awarded vendor the purchase of different brands/models when in the best interest of the District.

6.0 PRICES QUOTED

6.1 Unless specifically consented to in writing by PCSD, prices must remain firm for a period of one year from the award date, or for any renewal period, under the same terms and conditions as the RFP. The PCSD reserves the option to renew any contract award at its sole discretion.

6.2 Quantities/amounts shown in the RFP are estimates. Vendors are advised that the actual number purchased/required may vary from those in the RFP, depending upon the needs of the PCSD and the availability of funds.

6.3 Proposals that contain minimum order amounts will not be accepted unless called for in the Special Terms and Conditions.

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6.4 Pricing must be submitted on the Cost Proposal Form(s) as requested without conditions unless called for in Special Terms & Conditions.

6.5 For Goods: Proposals must include any and all delivery and/or installation charges.

Delivery and/or installation requirements will be as specified in the Special Terms and Conditions.

6.6 Prompt payment discounts will be considered for the purposes of evaluation and award.

6.7 The PCSD does not pay late payment fees.

7.0 SAMPLES

7.1 When required, samples must be furnished at the vendor's expense and at no cost to PCSD.

7.2 Samples are to be tagged or labeled as directed in the Special Terms and Conditions.

7.3 Samples not used or destroyed in testing will be available for return to the vendor at vendor’s request and at vendor’s expense. If vendor does not arrange for pick-up of samples as defined in Special Terms & Conditions; samples will become the property of

PCSD.

7.4 PCSD will assume no responsibility for items lost or destroyed when being inspected or tested.

8.0 VENDOR’S EVIDENCE OF RESPONSIBILITY

8.1 The PCSD reserves the right to require a financial statement and/or Dun and Bradstreet rating from any vendor who submits a proposal. The vendor must submit a current financial statement and/or Dun and Bradstreet rating within 48 hours after notification of such requirement.

8.2 The enclosed Vendor Reference Sheet must be completed and returned as indicated in the RFP document.

9.0 DEBARRED, SUSPENDED, AND INELIGIBLE STATUS

Vendor certifies that the vendor and/or any of its subcontractors (if applicable) have not been debarred, suspended, or declared ineligible by an agency of the State of Georgia or as defined in the Federal Acquisition Regulation (FAR) 48 C.F.R. Ch. 1 Subpart 9.4. Vendor will immediately notify PCSD in writing if vendor is debarred by the State of Georgia or placed on a Consolidated List of Debarred, Suspended, and Ineligible Vendors by a federal entity.

C.F.R. Section 180.300 requires that when the School District enters into a covered transaction with an entity at a lower tier, the School District must verify that the entity is not suspended, RFP Rev 1.5 June 2023 Page | 10 debarred or otherwise excluded. “Covered transactions” include those procurement contracts for goods and services awarded under a grant or cooperative agreement that are expected to equal or exceeded $25,000. Furthermore, grantees and sub-grantees must not make any award or permit any award at any tier to any party which is debarred or suspended or is otherwise excluded. By signing this contract, you are affirming that neither you, the Vendor, nor any principal of the Vendor are at the date of your signature suspended, debarred or otherwise excluded.

10.0 NON-COLLUSION

The vendor, by affixing its signature to this solicitation, certifies that that this proposal is made without prior understanding, agreement or connection with any corporation, firm or person submitting a proposal for the same materials, supplies, or equipment, and is in all respect fair and without collusion or fraud. The vendor understands that collusive bidding is a violation of State and Federal law and can result in fines, prison sentences, and civil damage awards.

11.0 OBLIGATION TO MAINTAIN CONFIDENTIALITY

11.1 Vendor acknowledges that some material and information which may come into its possession or knowledge in connection with the RFP, or the performance hereof, may consist of confidential and private information of PCSD, its students, or employees, the disclosure of which to or use by third parties may be damaging or in violation of applicable law. Vendor therefore agrees to hold such material and information in strictest confidence, not to make use thereof other than as is necessary for performance of this contract, and not to release or disclose any information to any other party except as may be required by law. Vendor hereby expressly agrees to immediately remove any subcontractor or any of Vendor’s employees from performing any work in connection with this contract upon PCSD giving notice to Vendor that PCSD reasonably believes such person has failed to meet the confidentiality obligations or standards of this contract. Any employee or subcontractor so removed shall be replaced as provided under the staffing requirements of this contract.

11.2 Confidential information, includes but is not limited to, educational records, proprietary information, a trade secret, copyrighted material, or documents otherwise not subject to disclosure or use, as defined under O.C.G.A. § 50-18-72, O.C.G.A. § 10-1-760, 34 CFR §99.31, 20 U.S.C. §1232 (g), 45 CFR § 741.6(c)(3), 45 CFR §84.14(d) and 20 U.S.C. § 1400- 1491. Vendor acknowledges that confidential information includes, but is not limited to, employee data, educational records, information relating to health records, physician and provider notes, medical bills, claims and other written information of a personal nature, which is to be safeguarded to ensure that it is not improperly disclosed.

11.3 Vendor acknowledges and agrees that Vendor's response hereto, the terms of any contract awarded pursuant to this solicitation, and information concerning the goods and/or services provided in connection with any contract awarded pursuant to this solicitation, are

RFP Rev 1.5 June 2023 Page | 11 generally subject to the requirements of the Georgia Open Records Act, O.C.G.A. §51-18-70 et seq.

11.4 Should vendor contend that it has submitted any records to PCSD which constitute "trade secrets" (as such term is defined in O.C.G.A. § 10-1-761) and desire to exempt such trade secrets from the requirements of the Open Records Act pursuant to O.C.G.A. § 51-18- 72(a)(34), vendor shall submit and attach to any such records it contends constitute trade secrets an affidavit affirmatively declaring that specific information in the records constitutes trade secrets. Should vendor attach such an affidavit, PCSD shall notify vendor at least ten (10) days prior to disclosing such information, should PCSD determine that such information does not rise to the level of a "trade secret" (again, as such term is defined in O.C.G.A. § 10-1-761). Should vendor fail to move for an appropriate court order within such ten (10) day period, or should vendor fail to provide an affidavit as required by O.C.G.A. § 51- 18-72(a)(34), PCSD may disclose such information as it deems appropriate.

12.0 ORIGINALITY AND TITLE TO CONCEPTS, MATERIALS AND GOODS PRODUCED

Vendor represents and warrants that all the concepts, materials, goods and services produced, or provided to PCSD shall be wholly original with the Vendor or that the Vendor has secured all applicable interests, rights, licenses, permits or other intellectual property rights in such concepts, materials and works. The Vendor represents and warrants that the concepts, materials, goods and services provided by Vendor to PCSD and PCSD's use of same shall not infringe upon any other work or violate the rights of publicity or privacy of, or constitute a libel or slander against, any person, firm or corporation and that the concepts, materials and works will not infringe upon the copyright, trademark, trade name, trade dress patent, literary, dramatic, statutory, common law or any other rights of any person, firm or corporation or other entity.

13.0 RECORDS

13.1 Retention - The vendor must retain all books, records and documents in accordance with generally accepted accounting principles and procedures and which sufficiently and properly document and calculate all charges billed to PCSD throughout the term of the Contract for a period of at least five (5) years following the date of final payment or completion of any required audit, whichever is later. Records to be maintained include both financial records and service records.

13.2 Access –The vendor shall permit PCSD or any duly authorized representative from the Department of Education, USDA and/or where federal funds are involved, the Comptroller General of the United States or any other authorized representative of the United States government to access and examine, audit, excerpt and transcribe any directly pertinent books, documents, papers, electronic or optically stored and created records or other records of the vendor relating to orders, invoices or payments or any other documentation or materials pertaining to the Contract where such records may be located during normal business hours. Vendor shall not impose a charge for audit or examination of the Vendor’s

RFP Rev 1.5 June 2023 Page | 12 books and records. If an audit discloses incorrect billings or improprieties, PCSD reserves the right to charge Vendor for the cost of the audit and appropriate reimbursement.

14.0 CIVIL RIGHTS

PCSD does not discriminate on the basis of race, color, religion, sex, national origin, age, or disability in any of its employment practices, education programs, services or activities.

To file a complaint of discrimination for a solicitation involving food items, write United States Department of Agriculture (USDA), Director, Office of Adjudication, 1400 Independence Avenue, SW, Washington, D.C. 20250-9410 or call toll free (866) 632-9992 (Voice). Individuals who are hearing impaired or have speech disabilities may contact USDA through the Federal Relay Service at (800) 877-8339; or (800) 845-6136 (Spanish). USDA is an equal opportunity provider and employer.

To file a complaint for any other solicitations, contact the Civil Rights Center Director, U.S.

Department of Labor, 200 Constitution Avenue, NW, Room N-4123, Washington, DC 20210.

Phone number: Voice: (202) 693-6502 / TTY: (202) 693-6516 or Fax: (202) 693-6505. Email:

CRCExternalComplaints@dol.gov.

15.0 AWARDS

15.1 The PCSD reserves the right to accept or reject any part of a submitted proposal, to accept the entire proposal from one vendor, or to reject all proposals submitted or waive any minor irregularity. The PCSD reserves the right to award the proposal under the most beneficial economic terms for the PCSD.

15.2 The PCSD reserves the right to award by line item to more than one vendor and/or to award by group or any combination thereof. Award will be made in the best interest of

PCSD.

15.3 PCSD may choose not to make an award to a vendor for less than $1,000.00 when there are multiple awards on a solicitation.

15.4 In case of tie and subject to compliance with state and federal regulations and guidelines, the award will be made as follows:

15.4.1 The award will be to the in-county vendor.

15.4.2 The award will be to the in-state vendor.

15.4.3 If applicable, award will be to the vendor with goods made in Georgia.

15.4.4 The award will be to the vendor with the lesser total dollar volume.

If these preferences are insufficient for resolution, drawing lots in a public forum will resolve the tie.

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15.5 Award will be made to the responsive and responsible vendor based on the evaluation criteria included in this solicitation. Evaluation criteria may include but is not limited to price, availability, lead time, past vendor experience, references, and compliance with the RFP specifications and requirements.

15.6 A determination of competitive range may be made during the evaluation process.

Vendors not in the competitive range of being selected for award shall be eliminated from further discussion.

15.7 During the evaluation phase, discussions may be conducted with vendors who submit proposals determined to be reasonably likely to be selected for award. These discussions are for the purpose of negotiations, clarification, and to assure full understanding of and responsiveness to the solicitation requirements. Vendors will be accorded fair and equal treatment with respect to an opportunity for discussion and revision of proposals.

Procurement may permit revisions, after submission and prior to award, for the purpose of obtaining best and final offers. In all events, PCSD reserves the right to re-solicit the item(s)/services(s) involved.

15.8 The PCSD reserves the right to negotiate a lower price than the award price on any line item with the successful vendor. If the PCSD is unable to negotiate an acceptable price, it reserves the right to re-solicit the item(s)/service(s) involved.

15.9 The PCSD reserves the right to review and accept or deny requests for price changes due to extenuating circumstances in the economy, marketplace or acts of God. This option will only be exercised if it is deemed in the best interest of the District.

15.10 The PCSD reserves the right to purchase related items/services from the awarded vendor(s) when necessary, provided the pricing granted is in accordance with the cost structure awarded for similar items/services.

15.11 If after the award there is a decrease in the price of a product from the manufacturer, or a rebate, the successful vendor will pass that price decrease and/or rebate onto the PCSD.

15.12 Purchases by the PCSD are not subject to Federal Excise Tax or State and Local Sales Tax.

Tax Exemption Certificates will be furnished upon request.

16.0 CONTRACT

16.1 The Contract Agreement form must be completed and returned with the proposal.

16.2 Vendor must be in full compliance with all applicable federal and state security and immigration laws including without limitation the Georgia Security and Immigration Compliance Act. Vendor is required to affirm Vendor’s compliance by completing and returning the Georgia Security and Immigration Compliance Documents with the proposal.

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16.3 Entirety of Contract – All PCSD documents issued in conjunction with this solicitation including but not limited to the original solicitation, subsequent addenda, clarification and vendor questions/answers as well as all PCSD accepted documents submitted in response to the RFP, including any attachments and appendices are incorporated into the contract between PCSD and the Vendor and contain the entire agreement between the parties and supersedes all prior oral and written agreements and understandings between the parties with respect to the subject matter hereof. PCSD’s award letter is expressly incorporated into the contract between the vendor and PCSD. If any language of the response submitted by the Vendor conflicts with language of the RFP, the language of the RFP shall govern and control for all purposes, unless consented to and agreed to by PCSD in writing.

16.4 If the Vendor has additional terms and conditions, including but not limited to a Vendor drafted contract or purchase order, that it is proposing, then the Vendor must disclose and submit those terms and conditions in writing for evaluation by the PCSD with its initial RFP response. If the vendor objects to any term or condition in this solicitation, then any such objection shall be clearly indicated in writing. If any of the vendor’s proposed contract terms conflicts with any of PCSD’s terms and conditions, then each and every term proposed by the vendor that is conflicting must be clearly identified separate from the contract in writing. PCSD is not under any obligation to consider any terms or conditions proposed by the vendor that are not included with the vendor’s initial response and not disclosed in the manner as set forth in this paragraph. Further, unless expressly agreed to in writing by the PCSD, then PCSD will not be bound by any terms and conditions in any vendor contract, packaging, service catalogue, brochure, technical data sheet or other document which attempts to impose any conditions at variance with or in addition to the terms and conditions contained in the PCSD solicitation, the PCSD purchase order related to this solicitation or contract. Submitting terms and conditions that are considered by PCSD to be in conflict with PCSD terms and conditions may deem a vendor non-responsive.

16.5 Time is of the essence in this Contract.

16.6 Governing Law, Forum Selection and Attorneys’ Fees - This contract, including each provision hereof, shall be construed in accordance with, and governed in all respects by, the laws of the State of Georgia, without regard to its conflicts of laws, rules or principals.

Under no circumstances shall any provision of this contract be governed by the Uniform Computer Information Transactions Act (UCITA) as such law may be enacted in any state.

All actions arising out of the terms of this contract, the transactions contemplated hereby or the performance hereunder shall be brought in the Superior Court of Paulding County, Georgia with respect to any state law claims and in the United States District Court for the Northern District of Georgia with respect to any federal claims, and each party to this contract hereby irrevocably and expressly consents to the exclusive jurisdiction of such courts and to the laying of venue in such courts. Vendor agrees to pay all reasonable costs and expenses incurred by PCSD in connection with any investigation, litigation or other proceeding arising out of this contract in the event that PCSD is a prevailing party in such action. PCSD shall be considered a prevailing party if: (i) any lawsuit filed against it results

RFP Rev 1.5 June 2023 Page | 15 in a dismissal, judgment, jury verdict or appellate decision in its favor, or (ii) it substantially prevails on any claims brought by it against Vendor.

17.0 SHIPPING

17.1 All prices are to include delivery to the location(s) specified in the RFP or the Purchase Order. All delivery for goods must be FOB Destination, unless specified otherwise in the Special Terms and Conditions, with delivery to the location specified by the PCSD.

17.2 Inside delivery is required for all goods. At no time should goods be left outside of any building. Vendors are asked to be mindful of school arrival and dismissal times and avoid attempting delivery during those times. For large, heavy items, vendors are encouraged to call ahead to the delivery location to give prior notice and ascertain any delivery details particular to that location (i.e. loading dock availability, which entrance provides access to loading dock, etc.).

17.3 If the goods/services have not been delivered/completed by the specified delivery date and no written extension of such delivery date has been granted by PCSD, PCSD reserves the right to cancel the purchase of the items/services and/or any other pending purchase orders to the same vendor and/or permanently remove the vendor from PCSD’s Vendor List. If delivery of goods or services is not complete within the time specified, PCSD may, without liability and in addition to any other rights or remedies, terminate the agreement, by notice effective when received, as to goods or services not yet delivered or rendered.

PCSD may purchase substitute goods or services elsewhere and charge vendor for any additional expense incurred.

18.0 INVOICING

18.1 Payment will be made by the PCSD after final delivery and acceptance of all items/services.

However, final acceptance will not be made until after inspection and approval by the PCSD authorized representative. Acceptance of any part of the Order shall not bind PCSD to accept any future shipments nor deprive it of any right to return goods already accepted.

18.2 The successful vendor will be required to supply an original and one copy of each invoice.

All invoices must reference the purchase order to which they pertain.

18.3 Prompt payment discounts offered for payment up to thirty (30) days will be taken.

18.4 No invoice will be processed for payment until such time as all contractual obligations have been met and/or items ordered have been received and approved by the PCSD authorized representative.

18.5 All invoices and/or financial correspondence should be directed to:

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ATTN: Accounts Payable Department 3236 Atlanta Hwy Dallas, Georgia 30132

19.0 COMPLIANCE

Final inspection of all products/services for acceptance or rejection will be made by PCSD. Final inspection resulting in acceptance or rejection of the products/services will be made as soon as practicable, but failure to inspect shall not be construed as a waiver by PCSD of its rights to reject such products/services or to claim reimbursement or damages for such products/services which are later found to be defective, not in conformance with the required specifications, or not to perform as claimed by the vendor.

20.0 RIGHTS AND REMEDIES

20.1 As permitted by law, in lieu of canceling the purchase order, the PCSD may levy a charge if the successful vendor fails to deliver the item(s). Such charge is not a penalty, rather it is the agreed upon liquidated damages representing the estimated damages that will be incurred by the PCSD as a result of the vendor’s failure to deliver the item(s) as required.

PCSD does not waive any of its rights under contract law. Vendor acknowledges and agrees that if the vendor breaches this agreement, then PCSD may cover such goods by contracting to purchase goods in substitution for those due from the seller. PCSD may recover from the vendor as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages. Failure of the PCSD to effect cover does not bar it from any other remedy. In such circumstances that PCSD is not able to cover or chooses not to cover the goods purchased under this solicitation, then the vendor acknowledges and agrees that PCSD can recover the difference between the market price of the goods at the time PCSD learned of the breach and the contract price of the goods, including any incidental and consequential damages. If PCSD has accepted non-conforming goods purchased under this solicitation, then vendor acknowledges and agrees that PCSD can recover the value of the goods promised by the vendor and the value of the non-confirming goods provided. The foregoing remedies are not exclusive of any other remedies permitted to PCSD under Georgia law. Vendor acknowledges and agrees that PCSD is owed its reasonable attorney's fees and costs incurred with the exercise of its rights in connection with the foregoing remedies.

Partial completion on a purchase order will not exempt a vendor from this charge. PCSD further has the right after assessing such charge, after the continuing failure of the vendor to complete, to terminate the purchase order.

20.2 Warranty and Support Requirements – The PCSD is not waiving, amending, or abridging any warranty rights/contractual rights provided to the PCSD under state or federal law.

The PCSD is not bound by any terms or conditions in any vendor’s contract, packaging, RFP Rev 1.5 June 2023 Page | 17 invoices, service catalogue, brochure, technical data sheet or other document which attempts to impose any conditions that waive, amend, abridge, abrogate, are in conflict with or are in addition to PCSD’s contractual rights as provided under state or federal law.

In addition to the foregoing warranty and contractual rights of the PCSD, the Vendor further warrants and agrees as follows:

20.2.1 Any good(s) purchased under this contract will be defect free in materials and workmanship and be of the quality, size and dimensions ordered. The packaging, packing, marking, and shipping of such goods will conform with the requirements of this RFP and as set forth in vendor’s response. This express warranty shall not be waived by reason of acceptance of the goods or payment thereof by PCSD.

20.2.2 For Goods: Upon request by PCSD, the Vendor further agrees to immediately correct, without charge to PCSD, any defects in the goods, which develop during the life of the warranty after acceptance and payment by PCSD. Vendor further agrees to indemnify PCSD against damages of any sort resulting from faulty workmanship or materials by Vendor while performing any warranty or guaranty work hereunder (or by any third party performing such work for and on behalf of Vendor). Any goods or parts thereof, corrected or furnished in replacement under this clause, shall also be subject to the terms of this clause to the same extent as goods initially delivered.

20.2.3 For Goods: Vendor is fully aware of PCSD’s business requirements and intended uses of the product(s) and warrants that the product(s) shall be fit for such intended uses.

20.2.4 PCSD shall give written notice to the Vendor of any breach of warranties in this section and such notice shall contain information concerning the deficiencies found, the location of the nonconforming good(s), and the quantity involved, including PCSD’s notification of the remedy for the non-conforming or defective good(s).

21.0 TERMINATION

21.1 If the PCSD or the successful vendor(s) wish to cancel this contract following award, written notice thirty (30) days in advance will be required of either party. PCSD reserves the right to terminate the contractual relationship with Vendor at any time without cause and without penalty on 30 days’ written notice to Vendor. PCSD shall pay vendor for the work performed prior to the date of notice of termination. Vendor shall not be paid for any work performed or incurred after the receipt of the notice of termination, nor for costs incurred by its vendors.

21.2 The rights and remedies of PCSD as stated above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract.

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21.3 Termination for Cause – The occurrence of any one or more of the following events shall constitute cause for PCSD to declare the Vendor in default of its obligations under the contract:

21.3.1 The Vendor fails to deliver or has delivered nonconforming goods or services or fails to perform, to PCSD's satisfaction, any material requirement of the contract or is in violation of a material provision of the contract, including, but without limitation, the express warranties made by the Vendor; and/or

21.3.2 PCSD determines that satisfactory performance of the contract is substantially endangered or that a default is likely to occur; and/or

21.3.3 The Vendor fails to make substantial and timely progress toward performance of the contract; and/or

21.3.4 The Vendor becomes subject to any bankruptcy or insolvency proceeding under federal or state law to the extent allowed by applicable federal or state law including bankruptcy laws; the Vendor terminates or suspends its business; or PCSD reasonably believes that the Vendor has become insolvent or unable to pay its obligations as they accrue consistent with applicable federal or state law;

and/or

21.3.5 The Vendor has failed to comply with applicable federal, state and local laws, rules, ordinances, regulations and orders when performing within the scope of the contract; and/or

21.3.6 The Vendor has engaged in conduct that has or may expose the PCSD to liability, as determined in the PCSD's sole discretion; and/or

21.3.7 The Vendor has infringed on a patent, trademark, copyright, trade dress or any other intellectual property rights of a third party; and/or

21.3.8 Notice of Default – If there is a default event caused by the Vendor, PCSD shall provide written notice to the Vendor requesting that the breach or noncompliance be remedied within the period of time specified in PCSD's written notice to the Vendor. If the breach or noncompliance is not remedied within the period of time specified in the written notice, then PCSD may:

21.3.8.1 Immediately terminate the contract without additional written notice;

and/or

21.3.8.2 Procure substitute goods or services from another source and charge the difference between the contract and the substitute contract to the defaulting Vendor including without limitation offsetting amounts owed by PCSD to the Vendor by such charges; and/or,

21.3.8.3 Enforce the terms and conditions of the contract and seek any legal or equitable remedies.

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22.0 NO ASSIGNMENT, DELEGATION, OR SUBCONTRACT WITHOUT DISTRICT CONSENT

Except as may be specifically permitted by the RFP, Vendor shall not delegate, subcontract, assign or otherwise permit anyone other than Vendor personnel to perform any of the work and/or provide any of the services required of Vendor under this Contract, or assign any of its rights or obligations hereunder, without the prior written consent of PCSD, which consent may be withheld by PCSD in its sole discretion.

No subcontract, which Vendor enters into with respect to the performance of work and/or provision of services under this Contract, shall in any way relieve Vendor of any responsibility for any performance or obligation required of it by this Contract. Vendor hereby accepts responsibility for ensuring that all subcontractors who perform any of the services under this Contract also comply with the terms and conditions of this Contract; and Vendor expressly agrees to indemnify and hold harmless PCSD from any and all claims, demands, liabilities, losses, damages, costs and expenses which result from any failure by any such subcontractor to comply with any of the terms and conditions of this Contract. Vendor shall give PCSD immediate notice in writing by registered or certified mail of any claim, action or suit filed against Vendor by any subcontractor, and prompt notice of any claim made against Vendor or any subcontractor, which may result in litigation, related in any way to this Contract.

Vendor must notify PCSD of all subcontractors used to fulfill this contract, including those contracted by their agents (such as delivery services). PCSD reserves the right to require that a subcontractor be removed from the contract.

23.0 TAXES

Vendor will timely pay all taxes lawfully imposed upon Vendor with respect to this Contract.

Vendor makes no representation whatsoever regarding any tax liability of Vendor, nor regarding any exemption from tax liability related to this Contract.

24.0 SURVIVAL OF REPRESENTATIONS

The provisions, representations and warranties contained in this contract shall survive the delivery of all components procured hereunder and the payment of fees therefore and any termination of this contract in accordance with their respective terms and conditions.

25.0 RELATIONSHIP OF PARTIES

This contract is not intended by the parties to constitute or create a joint venture, pooling arrangement, partnership or formal business organization of any kind, and the rights and obligations of the parties shall be only those expressly set forth herein. The Vendor shall be deemed an independent vendor, and the employees and agents of the Vendor shall not be deemed to be the employees or agents of PCSD. PCSD is not responsible for the payment of any taxes, insurance or benefits on behalf of the firm’s employees.

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26.0 SEVERABILITY

Any section, subsection, paragraph, term, condition, provision or other part of this contract which is held, found or declared to be voidable, void, invalid, illegal or otherwise not fully enforceable shall not void any other section, subsection, paragraph, term, condition, provision or part of this contract, and the remainder of this contract shall continue to be of full force and effect. Any agreement of the parties to amend, modify, eliminate or otherwise change any section, subsection, paragraph, term, condition, provision or other term of this Contract shall not affect any other section, subsection, paragraph, term, condition, provision or part of the contract, and the remainder of this contract shall continue to be of full force and effect.

27.0 WAIVERS

The failure of either party to assert any claim or right against the other party regarding its obligations hereunder, in any one or more instances, shall not constitute a waiver of such claim or right with respect to future performance of such obligations and other obligations under this contract.

28.0 PUBLICITY

Vendor shall not prepare or disseminate any publicity relating to this contract, products sold or licensed, or the services performed under this contract without express written prior consent of PCSD. As used in this section, the term “publicity” includes but is not limited to advertisements, flyers, public announcements, pamphlets, press releases, reports, books, broadcasts, signs and similar public information.

29.0 VENDOR EMPLOYEES ON PCSD PROPERTY

29.1 All Vendor employees, agents and subcontractors working on PCSD property must wear ID, preferably a photo ID, and be neat and clean in appearance, and must comply with all of the policies and procedures related to on-campus work that are in effect at the school or administrative site, as the case may be. Vendor shall provide and institute necessary security measures to prevent unauthorized access to any and all computer networks and proprietary information, trade secrets or student information of PCSD by any of its employees or agents, and Vendor shall be liable and responsible to PCSD for any and all security breaches by its employees or agents. All Vendor employees should conduct themselves in a professional manner and should not give the appearance of fraternizing with the students and teachers.

29.2 PCSD is a Drug Free Workplace – By submission of a response to the RFP, the vendor certifies that employees, agents, and subcontractors will not engage in the unlawful manufacture, sale, distribution, dispensation, possession, or use of controlled substance or drugs on the PCSD property during the performance of the contract.

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29.3 PCSD is a Smoke Free Workplace – By submission of a response to the RFP, vendor certifies that employees, agents, and subcontractors will not use tobacco products on school property at any time during the performance of the contract.

29.4 PCSD reserves the right to request the removal of any vendor employees, agents, or subcontractors from PCSD property.

30.0 AMENDMENTS IN WRITING

No amendment of any term or condition contained in this contract, including the RFP and Vendor’s Response shall be effective unless it is in writing and signed by duly authorized representatives of the parties. No representation, request, instruction, directive or order, made or given by any official, employee or agent of PCSD, whether verbal or written, shall be effective to amend this agreement or excuse or modify performance hereunder unless reduced to a formal amendment and executed as set forth above. Vendor shall not be entitled to rely on any such representation, request, instruction, directive or order and shall not, under any circumstances whatsoever, be entitled to additional compensation, delay in performance or other benefit claimed for relying upon or responding to any such representation, request, instruction, directive or order.

31.0 PARTIES BOUND

This contract shall be binding on and inure to the benefit of the parties to this contract and their respective heirs, executors, administrators, legal representatives, successors, and assigns.

32.0 INDEMNIFICATION

Vendor hereby waives, releases, relinquishes, discharges and agrees to indemnify, protect and save harmless members of the Board of Education (BOE), the PCSD and its officers, agents and employees (hereinafter collectively referred to as “Indemnities”), of and from any and all claims, demands, liabilities, loss, costs or expenses for any loss or damage (including but not limited to reasonable attorneys’ fees) growing out of, or otherwise occurring in connection with this contract, due to any act or omission on the part of Vendor, its agents, employees, subcontractors, or others working at the direction of…