24250073S-VG_-_Stevens_Learning_Systems_Inc_w_Exhibits-Redacted.pdf

Rev. 9-26-2023

Contract #: 24250073S-VG

Approval Date: ________________

SERVICES AGREEMENT

THIS AGREEMENT is made and entered into as of the last date signed below, by and between THE SCHOOL BOARD OF SEMINOLE COUNTY, FLORIDA (hereinafter referred to as “SBSC”), a body corporate pursuant to s. 1001.40, Florida Statute, whose principal place of business is 400 East Lake Mary Boulevard, Sanford, Florida 32773-7127 and STEVENS LEARNING SYSTEMS INC., (hereinafter referred to as “Contractor”), whose principal place of business is 4034 Enterprise Way, Suite 130, Flowery Branch, GA 30542.

WHEREAS, SBSC is interested in utilizing the Contractor’s Renaissance 2.0 Language Lab for South Seminole Academy & Extended Warranty Agreement services for 57 Language Labs at various schools throughout the District;

and

WHEREAS, Florida Administrative Code 6A-1.012(14) authorizes district school boards to acquire this solution by direct negotiation and contract with the Contractor, as best fits the needs of the school district as determined by the District school board; and

WHEREAS, Contractor desires to provide Renaissance 2.0 Language Lab for South Seminole Academy & Extended Warranty Agreement services for 57 Language Labs at various schools throughout the District, NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.0 SPECIAL CONDITIONS

1.1 Term of Agreement. The term of this Agreement shall commence upon date of last signature, and continue until June 30, 2026. Notwithstanding any other termination referenced herein or attached hereto, the School Board reserves the right to terminate this agreement within 30 days prior to the start of each fiscal year (July

1) during the term of this agreement without cause or subject to any penalties or additional obligations.

1.2 Statement of Work.

1.2.1 The Contractor shall provide Renaissance Language Labs Extended Warranty and Maintenance, in accordance with Exhibit A, Renaissance 2.0 Language Lab System South Seminole Academy and Exhibit B, 2025-2026 Extended Warranty Maintenance Agreement, which are incorporated in the Agreement by reference. In the event of a conflict of interest between the terms and conditions of this agreement and any exhibits or attachments, the terms and conditions of this agreement shall prevail and the following order of precedence shall be observed:

Services Agreement # 24250073S-VG Exhibit A, Renaissance 2.0 Language Lab System South Seminole Academy Exhibit B, 2025-2026 Extended Warranty Maintenance Agreement

1.2.2 Services shall be considered complete upon contractor’s completion and SBSC acceptance of specific deliverables, as outlined in Exhibit A, Renaissance 2.0 Language Lab System South Seminole Academy and Exhibit B, 25-26 Extended Warranty Maintenance Agreement.

1.3 Payment & Compensation. The Contractor shall provide services in accordance with Exhibit A, Renaissance

2.0 Language Lab System South Seminole Academy, at the rate of $30,500 and Exhibit B, 2025-2026 Extended Warranty Maintenance Agreement, at the rate of $840.00 per lab. The total compensation under this agreement shall not exceed SEVENTY EIGHT THOUSAND, THREE HUNDRED EIGHTY AND 00/100

3/17/2025

DOLLARS ($78,380.00). Payment will be made in accordance with Section 218.70, Florida Statutes, et. seq., the Local Government Prompt Payment Act.

1.4 SBSC Administrator. The SBSC Administrator assigned to act on behalf of SBSC in all matters pertaining to this Agreement and to authorize services, accept and approve all reports, drafts, products, or invoices is Minnie Cardona, Director of ESOL/Dual/World Languages/Student Access.

2.0 GENERAL CONDITIONS

2.1 Background Screening: In the event the requirements include the need for Contractor to visit schools with students present, Contractor agrees to comply with all requirements of Sections 1012.32 and 1012.465, Florida Statutes, and all of its personnel who (1) are to be permitted access to school grounds when students are present, (2) will have direct contact with students, or (3) have access or control of school funds, will successfully complete the background screening required by the referenced statutes and meet the standards established by the statutes. This background screening will be conducted by SBSC in advance of Contractor or its personnel providing any services under the conditions described in the previous sentence. Contractor shall bear the cost of acquiring the background screening required by Section 1012.32, Florida Statutes, and any fee imposed by the Florida Department of Law Enforcement to maintain the fingerprints provided with respect to Contractor and its personnel. The Parties agree that the failure of Contractor to perform any of the duties described in this section shall constitute a material breach of this Agreement entitling SBSC to terminate this Agreement immediately with no further responsibilities or duties to perform under this Agreement. Contractor agrees to indemnify and hold harmless SBSC, its officers and employees resulting from liability or claims made by any person who may suffer physical or mental injury, death or property damage resulting in the Contractor’s failure to comply with the requirements of this Section or with Sections 1012.32 and 1012.465, Florida Statutes.

2.2 Child Neglect. The Contractor and its employees shall be subject to the requirements of §39.201 Florida Statute that requires the reporting of child abuse or child neglect to the State of Florida, Department of Children and Families via the Florida Abuse Hotline 1-800-962-2873.

2.3 Indemnification. The Contractor agrees to indemnify, hold harmless and defend SBSC, its officers, employees, agents and representatives from any and all claims, judgments, costs, and expenses including, but not limited to, reasonable attorney’s fees, reasonable investigative and discovery costs, court costs and all other sums which SBSC, its officers, employees, agents and representatives may pay or become obligated to pay on account of any, all and every claim or demand, or assertion of liability, or any claim or action founded thereon, arising or alleged to have arisen out of the products, goods or services furnished by the Contractor, its agents, servants or employees; the equipment of the Contractor, its agents, servants or employees while such equipment is on premises owned or controlled by SBSC; or the negligence of the Contractor or the negligence of the Contractor’s agents when acting within the scope of their employment, whether such claims, judgments, costs and expenses be for damages, damage to property including SBSC’s property, and injury or death of any person whether employed by the Contractor, SBSC or otherwise.

SBSC agrees to be responsible for the acts of negligence by its officers, employees, agents or representatives when acting within the scope of their employment and agrees to be liable for any damages resulting from said negligence subject solely to the limitations as set forth in §768.28(5) Florida Statutes.

2.4 Insurance. Contractors and vendors will provide a certificate(s) evidencing such insurance coverage to the extent listed in Sections 1-6 below before commencement of work.

Insurance listed in Section1 below is required of all contractors and vendors: SBSC and its board members, officers, and employees shall be named as an additional insured to the Commercial General Liability insurance policy on a form no more restrictive than ISO form CG 20 10 (Additional Insured -– Owners, Lessees, or Contractor). If SBSC and its board members, officers, and employees are not named as additional insureds then SBSC reserves the right terminate this agreement.

Insurance listed in Section 2 below: All contractors engaging in construction-related activities, as defined by 440.02(8) Florida Statutes, on behalf of SBSC are required to carry this insurance to the limit listed below. All non-construction contractors whose work for SBSC includes products or services, and the value of these products or services are in excess of $25,000 are required to carry this insurance to the limit listed below.

Insurance listed in Section 3 below: Any contractor or vendor transporting district employees, delivering or transporting district owned equipment or property, or providing services or equipment where a reasonable person would believe SBSC is responsible for the work of the contractor from portal to portal is required to carry this insurance to the limit listed below.

Insurance as listed in Section 4 below: All non-construction contractors and vendors that have one or more employees or subcontracts any portion of their work to another individual or company are required to have workers’ compensation insurance. For contracts of $25,000 or more, no State of Florida, Division of Workers’ Compensation, Exemption forms will be accepted. All contractors engaging in construction-related activities, as defined by 440.02(8) Florida Statutes, on behalf of SBSC are required to have workers’ compensation insurance. All entities and individuals required to have workers compensation insurance must purchase a commercial workers’ compensation insurance policy to the limits listed below.

The Workers’ Compensation policy must be endorsed to waive the insurer’s right to subrogate against SBSC, and its board members, officers and employees in the manner which would result from the attachment of the NCCI Waiver Of Our Right To Recover From Others Endorsement (Advisory Form WC 00 03 13).

Insurance as listed in Section 5 below: All contractors providing professional services including but not limited to architects, engineers, attorneys, auditors, accountants, etc. are required to have this insurance to the limits listed below.

Insurance as listed in Section 6 below: All contractors or vendors providing software shall cover, at a minimum, the following:

- Data Loss and System Damage Liability

- Security Liability

- Privacy Liability

- Privacy/Security Breach Response Coverage, including Notification Expenses

Such Cyber Liability coverage must be provided on an Occurrence Form or, if on a Claims Made Form, the retroactive date must be no later than the first date of this Agreement and such claims-made coverage must respond to all claims reported within three years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis.

All Contractors will carry and maintain policies as described in Sections 1 to 6 above and as checked off in the box to the left of each Section 1 to 6 below. All required insurance must be from insurance carriers that have a rating of “A” or better and a financial size category of “VII” or higher according to the A. M.

Best Company. All required insurance policies must be endorsed to provide for notification to SBSC thirty

(30) days in advance of any material change in coverage or cancellation. This is applicable to the procurement and delivery of products, goods, or services furnished to the School Board of Seminole County, Florida.

The Contractor shall, within thirty (30) days after receipt of a written request from SBSC, provide SBSC with a certified copy or certified copies of the policy or policies providing the coverage required by this Section 2.4. The Contractor may redact or omit, or cause to be redacted or omitted, those provisions of the policy or policies which are not relevant to the insurance required by Section 2.4.

All insurance provided by the Contractor shall apply on a primary basis to and shall not require contribution from, any other insurance or self-insurance maintained by SBSC. Any insurance, or self-insurance, maintained by SBSC shall be in excess of, and shall not contribute with, Contractor-provided insurance.

1. Commercial General Liability Insurance:

Bodily Injury and Property Damage Per Occurrence - $1,000,000 General Aggregate - $2,000,000

2. Product Liability and/or Completed Operations Insurance:

Bodily Injury and Property Damage Per Occurrence - $1,000,000 Products – Completed Operations Aggregate - $2,000,000

3. Automobile Liability:

Bodily Injury and Property Damage:

Combined Single Limit (each accident) - $1,000,000

4. Workers’ Compensation/Employer’s Liability:

W.C. Limit Required* - Statutory Limits E.L. Each Accident - $ 500,000

E.L. Disease – Each Employee $ 500,000 E.L. Disease – Policy Limit $ 500,000

5. Professional Liability Insurance (Errors and Omissions):

For services, goods or projects that will exceed $1,000,000 in values over a year.

Each Claim - $1,000,000 Annual Aggregate - $2,000,000

For services, goods or projects that will not exceed $1,000,000 in values over a year.

Annual Aggregate - $1,000,000

6. Cyber Liability and Data Storage:

Each Claim - $1,000,000 Annual Aggregate - $1,000,000

Except as otherwise specifically authorized in this Agreement, no deductible or self-insured retention for any required insurance provided by the Contractor pursuant to this Agreement will be allowed. To the extent any required insurance is subject to any deductible or self-insured retention (whether with or without approval of SBSC), the Contractor shall be responsible for paying on behalf of SBSC (and any other person or organization that the Contractor has, in this Agreement, agreed to include as an insured for the required insurance) any such deductible or self-insured retention.

The Contractor shall continue to maintain products/completed operations coverage in the amounts stated above for a period of three (3) years after the final completion of the Work.

Professional Liability coverage must be maintained in the amounts stated above for a two-year period following completion of the contract.

Compliance with these insurance requirements shall not limit the liability of the Contractor, its subcontractors, sub-subcontractors, employees or agents. Any remedy provided to SBSC or SBSC’s board members, officers or employees by the insurance provided by the Contractor shall be in addition to and not in lieu of any other remedy (including, but not limited to, as an indemnitee of the Contractor) available to SBSC under this Agreement or otherwise.

Neither approval nor failure to disapprove insurance furnished by the Contractor shall relieve the Contractor from the responsibility to provide insurance as required by this Agreement.

*Required liability insurance limits may be satisfied by a single primary limit or by a combination of separate primary and umbrella or excess liability policies, provided that coverage under the latter shall be at least as broad as that afforded under the primary policy and satisfy all other requirements applicable to liability insurance including but not limited to additional insured status for SBSC with the use of an umbrella or excess liability policy which is at least as broad as the underlying policy.

2.5 No Waiver of Sovereign Immunity. Nothing herein is intended to serve as a waiver of sovereign immunity by any agency or political subdivision to which sovereign immunity may be applicable.

2.6 No Third-Party Beneficiaries. The parties expressly acknowledge that it is not their intent to create or confer any rights to or obligations upon any third person or entity under this Agreement. None of the parties intend to directly or substantially benefit a third party by this Agreement. The parties agree that there are no third-party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against any of the parties based upon this Agreement. Nothing herein shall be construed as consent by an agency or political subdivision of the State of Florida to be sued by third parties for any matter arising out of this or any other contract.

2.7 Access to and Retention of Documentation. The SBSC, the United States Department of Education, the Comptroller General of the United States, the Florida Department of Education or any of their duly authorized representatives shall have access to any books, documents, papers, and records of the Contractor which are directly pertinent to work and services to be performed under this agreement for the purpose of audit, examination, excerpting and transcribing. The parties will retain all such required records, and records required under any state or federal rules, regulations or laws respecting audit, for a period of four years after the SBSC has made final payment and all services have been performed under this agreement.

2.8 Contractor’s Public Records. Public Records Act/Chapter 119 Requirements. Contractor agrees to comply with the Florida Public Records Act (Chapter 119, Florida Statutes) to the fullest extent applicable, and shall, if this engagement is one for which services are provided, by doing the following:

2.8.1 Contractor and its subcontractors shall keep and maintain public records required by the SBSC to perform the service.

2.8.2 Contractor and its subcontractors shall upon request from the SBSC's custodian of public records, provide the SBSC with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed that provided in chapter 119, Florida Statutes or as otherwise provided by law;

2.8.3 Contractor and its subcontractors shall ensure that public records that are exempt or that are confidential and exempt from the public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the SBSC; and

2.8.4 Contractor and its subcontractors upon completion of the contract shall transfer to the SBSC, at no cost, all public records in possession of the Contractor and its subcontractors or keep and maintain the public records required by the SBSC to perform the service. If the Contractor and its subcontractors transfer all public records to the SBSC upon completion of the contract, the Contractor and its subcontractors shall destroy any duplicate public records that are exempt or that are confidential and exempt from the public records disclosure requirements. If the Contractor and its subcontractors keep and maintain public records, upon completion of the contract, the Contractor and its subcontractors shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the SBSC, upon request from the SBSC's custodian of public records, in a format that is compatible with the information technology systems of the SBSC.

2.8.5 The parties agree that if the Contractor and its subcontractors fail to comply with a public records request, then the SBSC must enforce the Agreement provisions in accordance with the Agreement and as required by Section 119.0701, Florida Statutes.

2.8.6 IF THE CONTRACTOR HAS QUESTIONS REGARDING

THE APPLICATION OF CHAPTER 119, FLORIDA

STATUTES, TO THE CONTRACTOR’S DUTY TO

PROVIDE PUBLIC RECORDS RELATING TO THIS

CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC

RECORDS, CAROLYN BEDSOLE, MANAGER,

INFORMATION SERVICES PROJECT MANAGEMENT AT

407-320-0466, CAROLYN_BEDSOLE@SCPS.K12.FL.US,

THE SCHOOL BOARD OF SEMINOLE COUNTY,

FLORIDA, 400 EAST LAKE MARY BOULEVARD,

SANFORD, FLORIDA 32773.

2.9 Non-Discrimination. The parties shall not discriminate against any employee or participant in the performance of the duties, responsibilities and obligations under this Agreement because of race, age, religion, color, gender, national origin, marital status, disability or sexual orientation.

2.10 Termination. This Agreement may be canceled with or without cause by SBSC during the term hereof upon thirty (30) days written notice to the other party of its desire to terminate this Agreement.

2.11 Records. Each party shall maintain its own respective records and documents associated with this Agreement in accordance with the records retention requirements applicable to public records. Each party shall be responsible for compliance with any public documents request served upon it pursuant to Section 119.07, Florida Statutes, and any resultant award of attorney’s fees for non-compliance with that law.

2.12 Entire Agreement. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written.

2.13 Amendments. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by each party hereto.

2.14 Preparation of Agreement. The parties acknowledge that they have sought and obtained competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to herein express their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.

2.15 Waiver. The parties agree that each requirement, duty and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term herein. Any party’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement.

2.16 Compliance with Laws. Each party shall comply with all applicable federal and state laws, codes, rules and regulations in performing its duties, responsibilities and obligations pursuant to this Agreement.

2.17 Governing Law & Venue. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any controversies or legal problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of Seminole County, Florida.

2.18 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

2.19 Assignment. Neither this Agreement nor any interest herein may be assigned, transferred or encumbered by any party without the prior written consent of the other party. There shall be no partial assignments of this Agreement including, without limitation, the partial assignment of any right to receive payments from SBSC. This contract may not be assigned by the Contractor in any fashion, whether by operation of law, or by conveyance of any type, including without limitation, transfer of stock in Contractor, without the prior written consent of the SBSC which consent the SBSC may withhold in its sole discretion.

2.20 Force Majeure. Neither party shall be obligated to perform any duty, requirement or obligation under this

Agreement if such performance is prevented by fire, hurricane, earthquake, explosion, wars, sabotage, accident, flood, acts of God, strikes, or other labor disputes, riot or civil commotions, or by reason of any other matter or condition beyond the control of either party, and which cannot be overcome by reasonable diligence and without unusual expense (“Force Majeure”). In no event shall a lack of funds on the part of either party be deemed Force Majeure.

2.21 Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, unlawful, unenforceable or void in any respect, the invalidity, illegality, unenforceability or unlawful or void nature of that provision shall not affect any other provision and this Agreement shall be considered as if such invalid, illegal, unlawful, unenforceable or void provision had never been included herein.

2.22 Notice. When any of the parties desire to give notice to the other, such notice must be in writing, sent by

U.S. Mail, postage prepaid, addressed to the party for whom it is intended at the place last specified; the place for giving notice shall remain such until it is changed by written notice in compliance with the provisions of this paragraph. For the present, the Parties designate the following as the respective places for giving notice:

To SBSC: Superintendent of Schools

The School Board of Seminole County, Florida 400 East Lake Mary Boulevard Sanford, FL 32773-7127

With a Copy to: Director of Purchasing and Distribution Services The School Board of Seminole County, Florida 400 East Lake Mary Boulevard Sanford, FL 32773-7127

To: Stevens Learning Systems Inc.

Attn: Jamie Hincermon, Regional Director, East 4034 Enterprise Way, Suite 130 Flowery Branch, GA 30542

2.23 Captions. The captions, section numbers, article numbers, title and headings appearing in this

Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such articles or sections of this Agreement, nor in any way effect this Agreement and shall not be construed to create a conflict with the provisions of this Agreement.

2.24 Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal authority to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement.

2.25 Excess Funds. Any party receiving funds paid by SBSC under this Agreement agrees to promptly notify SBSC of any funds erroneously received from SBSC upon the discovery of such erroneous payment or overpayment. Any such excess funds shall be refunded to SBSC with interest calculated from the date of the erroneous payment or overpayment. Interest shall be calculated using the interest rate for judgments under Section 55.03, Florida Statutes, applicable at the time the erroneous payment or overpayment was made by SBSC.

2.26 Independent Contractor. The Contractor certifies that it is an independent Contractor and shall not employ, contract with, or otherwise use the services of any officer or employee of SBSC. The Contractor certifies that its owner(s), officers, directors or agents, or members of their immediate family, do not have an employee relationship or other material interest with the SBSC.

2.27 Conduct While on School Property. The Contractor acknowledges that its employees and agents will behave in an appropriate manner while on the premises of any school facility and shall at all times conduct themselves in a manner consistent with SBSC policies and within the discretion of the premises administrator (or designee). It is a breach of this agreement for any agent or employee of the Contractor to behave in a manner which is inconsistent with good conduct or decorum or to behave in any manner that will disrupt the educational program or constitute any level of threat to the safety, health, and well being of any student or employee of the SBSC. The Contractor agrees to immediately remove any agent or employee if directed to do so by the premises administrator or designee.

2.28 Copyrights. The Contractor is hereby notified that the federal awarding agency reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government purposes: the copyright in any work developed under a grant, subgrant, or contract under a grant or subgrant; and, any rights of copyright to which a grantee, subgrantee or a Contractor purchases ownership with grant support. Furthermore, the parties agree that the SBSC has the right to make copies of any materials, whether in tangible or electronic means or media, that are delivered under the provisions of this agreement for use within the School District for purposes related to SBSC business, operations, the delivery of the educational program or to comply with the requirements of law, rule, policy or regulation. Any material not designated as reproducible by Contractor may not be copied by the SBSC provided that such material was copyrighted by Contractor before performance under this agreement and was not developed specifically for SBSC under this Agreement.

2.29 Debarment. By signing this Agreement, Contractor certifies, to the best of its knowledge and belief, that it and its principals:

(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by a federal department or agency.

(b) Have not, within the preceding five-year period, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property.

(c) Are not presently indicted or otherwise criminally charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in the preceding paragraph (b).

(d) Have not within the preceding five-year period had one or more public transactions (federal, state or local) terminated for cause or default.

Contractor agrees to notify SBSC within 30 days after the occurrence of any of the events, actions, debarments, proposals, declarations, exclusions, convictions, judgments, indictments, informations, or terminations as described in paragraphs (a) – (d) above, with respect to Contractor or its principals.

2.30 Confidential Student Information. Notwithstanding any provision to the contrary contained in this agreement between the Contractor and SBSC; Contractor and its officers, employees, agents, representatives, contractors, and sub-contractors shall fully comply with the requirements of Section

1002.22 and Section 1002.221, Florida Statutes, or any other law or regulation, either federal or State of Florida, regarding confidentiality of student information and records, Further, Contractor for itself and its officers, employees, agents, representatives, contractors, or sub-contractors, shall fully indemnify and hold the SBSC and its officers and employees harmless for any violation of this covenant, including but not limited to defending the SBSC and its officers and employees against any complaint, administrative or judicial proceeding, payment of any penalty imposed upon the SBSC or payment of any and all costs(s), damages (s), judgment(s), or loss(es) incurred by or imposed upon the SBSC arising out of the breach of this covenant by the vendor, or an officer, employee, agent, representative, contractor, or sub-contractor of the vendor to the extent and only to the extent that the vendor or an officer, employee, agent, representative, contractor, or sub-contractors of the vendor shall either intentionally or negligently violate the provisions of this covenant, or Sections 1002.22 or 1002.221, Florida Statutes. This provision shall survive the termination of or completion of all performance or obligations under this agreement and shall be fully binding upon Contractor until such time as any proceeding brought on account of this covenant is barred by any applicable statute of limitations.

2.31 Confidentiality of Data/Information Provided. SBSC will allow the Contractor access to limited data/information as identified in the Statement of Work as necessary to perform the Services and pursuant to the terms of this Agreement in compliance with FERPA, COPPA, PPRA, 34 CFR 99.31(b) and Florida Statutes sections 1001.41 and 1002.22 all other privacy statutes as it relates to data privacy and security.

The Contractor shall only use the data and information provided by SBSC for the purpose specified in the Statement of Work, and shall not disclose, copy, reproduce or transmit such data/information obtained under this Agreement and/or any portion thereof, except as necessary to fulfill the Agreement or as may be required by law.

2.32 Protection and Handling of Data

(a) Data Confidentiality and Security - Contractor shall implement appropriate measures designed to ensure the confidentiality and security of Protected Information as described in the Exhibit A, Renaissance 2.0 Language Lab System South Seminole Academy and Exhibit B, 2025-2026 Extended Warranty Maintenance Agreement attached hereto as Exhibit A and Exhibit B.

(b) Compliance - Contractor will not knowingly permit any Contractor’s personnel to have access to any SBSC facility or any records or data of SBSC if the person has been convicted of a crime in connection with (i) a dishonest act, breach of trust, or money laundering, or has agreed to enter into a pretrial diversion or similar program in connection with a prosecution for such offense, as described in Section 19 of the Federal Deposit Insurance Act, 12 U.S.C. §1829(a); or (ii) a felony. Contractor shall assure that all contracts with subcontractors impose these obligations on the subcontractors and shall monitor the subcontractors’ compliance with such obligations. No subcontractors may be used without prior written consent of SBSC.

(c) FERPA - To the extent Services provided hereunder pertain to the access to student information, Contractor shall adhere to all standards included in the Family Educational Rights and Privacy Act (FERPA) and Sections 1001.41 and 1002.22, Florida Statutes (the Protection of Pupil Privacy Acts), and other applicable laws and regulations as they relate to the release of student information.

Notwithstanding the above, it is understood and agreed that SBSC shall obtain any necessary consents from parents or students prior to providing student information to Contractor, and SBSC is wholly responsible for providing annual notice to students and parents of their rights with respect to Florida Statutes.

(d) HIPAA, CIPA, and GLBA - Contractor also agrees to comply with all applicable state and federal laws and regulations, including Health Information Privacy and Accountability Act (HIPAA), Children Internet Protection Act (CIPA), and the Gramm-Leach Bliley Act (GLBA).

DATA DE-IDENTIFICATION

Contractor may use aggregate data only for product development, research, or other purposes.

Contractor must have approval of the SBSC to publish or market SBSC data.

(e) Data Security – Contractor agrees to protect and maintain the security of data with protection security measures that include maintaining secure environments that are patched with all appropriate security updates as designated by a relevant authority (e.g. Microsoft notifications, etc.) Likewise, SBSC agrees to conform to the following measures to protect and secure data:

(i) Data Transmission. Contractor agrees that any and all transmission or exchange of system application data with SBSC and/or any other parties shall take place via secure means, e.g.

HTTPS, FTPS, SFTP, or equivalent.

(ii) Data Storage and Backup. Contractor agrees that any and all SBSC data will be stored, processed, and maintained solely on designated servers and that no SBSC data at any time will be processed on or transferred to any portable or laptop computing device or any portable storage medium, unless that storage medium is in use as part of Contractor's designated backup and recovery processes. All servers, storage, backups, and network paths utilized in the delivery of the service shall be contained within the states, districts, and territories of the United States unless specifically agreed to in writing by an SBSC officer with designated data, security, or signature authority. An appropriate officer with the necessary authority can be identified by the SBSC Chief Information Security Officer for any general or specific case.

Contractor agrees to store all SBSC backup data stored as part of its backup and recovery processes in encrypted form, using no less than 128 bit key.

(iii) Data Re-Use. Contractor agrees that any and all data exchanged shall be used expressly and solely for the purposes enumerated in this Agreement. Data shall not be distributed, repurposed, or shared across other applications, environments, or business units of Contractor. As required by Federal law, Contractor further agrees that no SBSC data of any kind shall be revealed, transmitted, exchanged, or otherwise passed to other contractors or interested parties except as necessary in order to perform the Services. Any other transmission or exchange of SBSC data is only permitted on a case-by-case basis as specifically agreed to in writing by an SBSC officer with designated data, security, or signature authority.

(f) End of Agreement Data Handling Contractor will ensure that District Data is encrypted and that all device/medium will be scanned at the completion of any contract or service agreement and/or research study or project to ensure that no District Data, PII, personal information and/or student record information is stored on such electronic devices/medium. Furthermore, Contractor will have in place a service that will allow Contractor to wipe the hard drive on any stolen laptop or mobile electronic device remotely and have a protocol in place to ensure compliant use by employees.

(i) Contractor agrees that upon termination of this Agreement and requested by SBSC in writing it shall erase, destroy, and render unreadable all SBSC data, and certify in writing that these actions have been completed within thirty (30) days of the termination of this Agreement or within seven (7) days of the request of an agent of SBSC, whichever shall come first. .

If SBSC receives a subpoena, warrant, or other legal order, demand (including an application for public information filed pursuant to Florida public records laws, or request seeking Data maintained by Contractor, the SBSC will promptly provide a copy of the application to Contractor.

Contractor will promptly supply SBSC with copies of records or information required in order for the SBSC to respond, and will cooperate with the SBSC’s reasonable requests in connection with its response.

(ii) Upon receipt of a litigation hold request, Contractor will preserve all documents and SBSCS data as identified in such request, and suspend any operations that involve overwriting, or potential destruction of documentation arising from such litigation hold.

(g) Data Breach - Contractor agrees to comply with the State of Florida Database Breach Notification process and all applicable laws that require the notification of individuals in the event of unauthorized release of personally identifiable information or other event requiring notification. In the event of a data breach or failure of any of Contractor’s security obligations relating to SBSC’s data or other event requiring notification under applicable law (“Notification Event”), Contractor agrees to notify SBSC within seventy-two (72) hours from confirmation of the Notification Event and assume responsibility for informing all such effected individuals in accordance with applicable law. Contractor agrees to indemnify, hold harmless, and defend SBSC and its trustees, officers, and employees from and against any claims, damages, or other harm arising as a result of a failure of Contractor’s data security systems. If requested by SBSC, Contractor will reasonably cooperate with SBSC and assist SBSC in its investigation and response to the Notification Event.

(h) Mandatory Disclosure of Protected Information - If Contractor becomes compelled by law or regulation (including securities laws) to disclose any Protected Information, Contractor will provide SBSC with written notice within 72 hours, so that SBSC may seek an appropriate protective order or other remedy. If a remedy acceptable to SBSC is not obtained by the date that Contractor must comply with the request, Contractor will furnish only that portion of the Protected Information that it is legally required to furnish, and Contractor shall require any recipient of the Protected Information to exercise commercially reasonable efforts to keep the Protected Information confidential. As soon as practicable, upon SBSC request, provide SBSC with a copy of its response.

(i) Remedies for Disclosure of Confidential Information – Contractor and SBSC acknowledge that unauthorized disclosure or use of the Protected Information may irreparably damage SBSC in such a way that adequate compensation could not be obtained from damages in an action at law.

Accordingly, the actual or threatened unauthorized disclosure or use of any Protected Information shall give SBSC the right to seek injunctive relief restraining such unauthorized disclosure or use, in addition to any other remedy otherwise available (including reasonable attorneys' fees). Contractor hereby waives the posting of a bond with respect to any action for injunctive relief. Contractor further grants SBSC the right, but not the obligation, to enforce these provisions in Contractor's name against any of Contractor's employees, officers, board members, owners, representatives, agents, contractors, and subcontractors violating the above provisions.

(j) Safekeeping and Security - As part of the Services, Contractor will be responsible for safekeeping all keys, access codes, combinations, access cards, personal identification numbers, and similar security codes and identifiers issued to Contractor’s employees, agents, or subcontractors.

Contractor agrees to require its employees to promptly report a lost or stolen access device or information.

(k) Non-Disclosure – Contractor is permitted to disclose Confidential Information to its employees, authorized subcontractors, agents, consultants, and auditors on a need to know basis only, provided that all such subcontractors, agents, consultants, and auditors have written confidentiality obligations to Contractor and SBSC.

(l) Request for Additional Protection - From time to time, SBSC may reasonably request that Contractor protect the confidentiality of certain Protected Information in particular ways to ensure that confidentiality is maintained. Contractor has the right to reasonably decline SBSC’s request.

(m) DATA OWNERSHIP- Unless expressly agreed to the contrary in writing, all SBSC Data or PII prepared by Contractor (or its subcontractors) for the SBSC will not be disclosed to any other person or entity.

Contractor warrants to the SBSC that the SBSC will own all rights, title and interest in any and all intellectual property created in the performance of this Agreement and will have full ownership and beneficial use thereof, free and clear of claims of any nature by any third party including, without limitation, copyright or patent infringement claims. Contractor agrees to assign and hereby assigns all rights, title, and interest in any and all SBSC created intellectual property created in the performance of the Agreement to the SBSC, and will execute any future assignments or other documents needed for the SBSC to document, register, or otherwise perfect such rights.

Notwithstanding the foregoing, Contractor retains all right, title and interest in and to its software, documentation, training and implementation materials and other materials provided in connection with Contractor’s services (collectively, “Contractor IP”). Contractor grants to the SBSC a personal, nonexclusive license to use the Contractor IP for its own non-commercial, incidental use as set forth in the end user license agreement accompanying such software and as contemplated herein. All data of the SBSC remains the property of the SBSC.

It is understood and agreed that the SBSC is the exclusive Owner of the SBSC data and that at no point in time does or will the Contractor become the Owner of any SBSC Data, PII or SBSC files, and that should the Contractor be subject to dissolution or insolvency, SBSC data, PII, or files will not be considered an asset or property of the Contractor. The SBSC reserves the right to demand the prompt return of any and all SBSC data and PII at any time and for any reason whatsoever.

2.33 ILLEGAL ALIEN LABOR. The parties shall each comply with all federal and state laws, including but not limited to section 448.095, Florida Statues, prohibiting the hiring and continued employment of aliens not authorized to work in the United States. The parties must not knowingly employ unauthorized aliens working under this agreement and should such violation occur shall be cause for termination of the Agreement. The parties will utilize the E-verify system established by the U.S. Department of Homeland Security to verify the employment eligibility of its new employees working under this agreement hired during the contract term, and will further include in all subcontracts for subcontractors performing work or providing services pursuant to this Agreement an express written requirement that the subcontractor utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor to work under this agreement during the contract term. The Contractor shall receive and retain an affidavit from the subcontractor stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien to work under this agreement. Contractor’s knowing failure to comply with this subsection may result in termination of the Agreement and debarment of the Contractor from all public contracts for a period of no less than one (1) year.

FEDERAL GRANTS TERMS AND CONDITIONS. For any agreement that involves, receives or utilizes Federal Grants funding, the following terms and conditions shall be considered a part of the agreement and the Contractor accepts and acknowledges that it is and will continue to be in compliance with said terms and conditions for the term of the award:

2.34 Recovered Materials (2 CFR §200.322) applies to all contracts greater than $10,000. Contractor must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

2.35 Federal Drug Free Workplace. Contractor agrees to comply with the drug-free workplace requirements for federal contractors pursuant to 41 U.S.C.A. § 8102.

2.36 Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) applies if contract is greater than or equal to $100,000. Contractor certifies that it has filed the required certification and that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of an agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Contractor must disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.

2.37 Energy Efficiency / Conservation (42 U.S.C. 6201). Contractor agrees to comply with the mandatory standards and policies relating to energy efficiency contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201).

2.38 Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended applies to contracts and subgrants in excess of $150,000. Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).

Contractor shall report any and all violations to the Federal awarding agency and the Regional Office of the EPA, and notify SBSC concurrently within 30 days of notice of the violation.

2.39 Remedies For Violation or Breach of Contract. Failure of the vendor to provide products within the time specified in the ITB shall result in the following: The Buyer shall notify vendor in writing within five

(5) calendar days via the Vendor Performance Form and provide five (5) calendar days to cure. If awarded vendor cannot provide product, SBSC reserves the right to purchase product from the next lowest responsive and responsible bidder. The defaulting vendor may be responsible for reimbursing SBSC for the price differences.

2.40 Debarment and Suspension. Contractor certifies that it complies fully with the Federal Debarment Certification regarding debarment suspension, ineligibility and voluntary exclusion. In accordance with 2 CFR part 180 that implement Executive Orders 12549 and 12689.