24250099P-AZ_RFP_Document.pdf

REQUEST FOR PROPOSAL (RFP) & PROPOSAL ACKNOWLEDGEMENT

POSTING DATE: PURCHASING CONTACT: Amanda Zarko, Senior Procurement Agent May 15, 2025 TELEPHONE: 407-320-0237 EMAIL: zarkoaz@scps.k12.fl.us

RFP NUMBER & TITLE: 24250099P-AZ

Third-Party Instructional Services

RFP DUE DATE & TIME:

June 5, 2025 by 1:00 P.M. EST RFP opening will be via WebEx and dial-in only at meeting number (access code): 2867 020 0114, meeting password: PJby4PrNY76 or call 1-415-655-0003.

NOTE: PROPOSALS RECEIVED AFTER THE RFP DUE DATE AND TIME WILL NOT BE ACCEPTED.

PRE-PROPOSAL CONFERENCE MEETING DATE & TIME: Voluntary – May 22, 2025; 10:00 A.M. EST, via WebEx and dial-in only at WEBEX access code: 2868 928 5145 Password: QMpysQxt776 or call 415-655-0003.

The School Board of Seminole County, Florida, solicits your company to submit a Bid on the above-referenced goods and/or services.

All terms, specifications and conditions set forth in this invitation are incorporated by this reference into your response. A Bid will not be accepted unless all conditions have been met. In the event of a conflict between the General Purchasing Terms and Conditions and any subsequent Special Conditions included herein or attached hereto, the Special Conditions will have precedence. All Bids must have an authorized signature in the space provided below. All Bids must be received in the Vendorlink portal, www.myvendorlink.com, by the “Bid Due Date & Time” referenced above. The School Board is not responsible for bidders’ failure to upload their bids by the due date and time.

THE FOLLOWING MUST BE COMPLETED, SIGNED, AND RETURNED AS PART OF YOUR PROPOSAL.

PROPOSALS WILL NOT BE ACCEPTED WITHOUT THIS FORM, SIGNED BY AN AUTHORIZED AGENT OF THE

PROPOSER.

LEGAL COMPANY NAME (AS REGISTERED IN WWW.SUNBIZ.ORG OR AS REGISTERED IN YOUR STATE):

COMPANY NAME: _________________________________________________________________________________________________________

MAILING ADDRESS: _______________________________________________________________________________________________________

CITY, STATE, ZIP: _________________________________________________________________________________________________________

FEDERAL EMPLOYER’S IDENTIFICATION NUMBER (FEIN): ______________________________________________________________________

TELEPHONE NUMBER: _______________________________________ FACSIMILE NUMBER: _________________________________________

I CERTIFY THAT THIS PROPOSAL IS MADE WITHOUT PRIOR UNDERSTANDING, AGREEMENT, OR CONNECTION WITH ANY OTHER PROPOSER SUBMITTING A PROPOSAL FOR THE SAME MATERIALS, SUPPLIES, EQUIPMENT OR SERVICES, AND IS IN ALL RESPECTS FAIR AND WITHOUT COLLUSION OR FRAUD. I AGREE TO ABIDE TO ALL CONDITIONS OF THIS RFP AND CERTIFY THAT I AM AUTHORIZED TO SIGN THIS RFP FOR THE PROPOSER.

TYPED OR

AUTHORIZED SIGNATURE: ___________________________________ PRINTED NAME: _____________________________________________

TITLE: ____________________________________________________ DATE: ______________________________________________________

EMAIL: __________________________________________________________________________________________________________________

(Rev. 5-18-2021)

THE SCHOOL BOARD OF SEMINOLE COUNTY, FLORIDA

PURCHASING AND DISTRIBUTION SERVICES DEPARTMENT

400 East Lake Mary Boulevard Sanford, Florida 32773-7127

24250099P-AZ Third-Party Instructional Services Page 2 of 32

I. PURPOSE.

The School Board of Seminole County, Florida (SBSC) is soliciting competitive sealed proposals from qualified professional agencies to provide instructional support services for students, staff, and/or families at eligible non-profit private schools who participate in equitable services and elect this service delivery model.

II. SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM. The agreement will be effective upon Board approval for a period of three years (3) years and may be renewed for an additional two-year period upon agreement by all parties.

2. RFP SCHEDULE. Please see Attachment “A,” RFP Tentative Schedule of Events.

3. PRE-SOLICITATION MEETING. A voluntary pre-solicitation meeting will be held for all interested Proposers in accordance with the date, time, and location on page 1, of this RFP.

An overview of the solicitation process and review of scope of services will be conducted including a question and answer opportunity for the Proposers.

III. STATEMENT OF WORK.

Contractor shall, to SBSC’ satisfaction, provide any or all of the following: supplemental academic instruction, academic counseling, staff professional learning, parent and family engagement opportunities to private schools participating in federal education program equitable services administered through Seminole County Public Schools, in accordance with Exhibit A, attached hereto.

IV. EVALUATION CRITERIA AND AWARD.

The recommendation of the Evaluation Committee is advisory only and shall be submitted to the superintendent for review and recommendation for action to the School Board of Seminole County, Florida. The Superintendent reserves the right to recommend that all submittals be rejected, and a new RFP be issued or to submit such other recommendation to the School Board that the Superintendent deems to be in the best interest of the School Board.

In accordance with Florida Statute 286.0113, the oral interviews, presentations, and evaluation committee meetings will be exempt from the public meeting requirement (F.S. 286.011) in cases where the following activities occur:

1. Any portion of a meeting at which a negotiation with a vendor is conducted pursuant to a competitive solicitation, at which a vendor makes an oral presentation as part of a competitive solicitation, or at which a vendor answers questions as part of a competitive solicitation are exempt from s. 286.011 and s. 24(b), Art. I of the State Constitution.

2. Any portion of a team meeting at which negotiation strategies are discussed is exempt from s.

286.011 and s. 24(b), Art. I of the State Constitution.

A complete recording shall be made of any portion of an exempt meeting. No portion of the exempt meeting may be held off the record. The recording of, and any records presented at, the exempt meeting are exempt from s. 119.07(1) and s. 24(a), Art. I of the State Constitution until such time as the agency provides notice of an intended decision or until 30 days after opening the bids, proposals, or final replies, whichever occurs earlier.

1. SCORING THE PROPOSALS.

A. The Evaluation Committee shall consist of a representative of the Business Advisory

Committee, a School Board Member (Non-voting member), Coordinator of Special

24250099P-AZ Third-Party Instructional Services Page 3 of 32

Projects/Title I, Specialist 1, Special Projects/Title I, Coordinator, School Counseling and Education Pathways, K-5 Science Specialist, two private school Adminstrators, and Procurement Agent (Non-voting member). The Purchasing Department will facilitate the process and be the point of contact for all issues. No attempt should be made by Proposers to contact or influence any committee member directly or indirectly. The Evaluation Committee shall score the entire process.

B. An adjectival scoring system shall be applied throughout the evaluation process for the evaluation of the written responses and the oral presentation/informal interviews. A score of zero (0) is the least favorable and a score of four (4) is the most favorable in all sections.

C. The Respondent’s response will be scored by Evaluation Committee members in accordance with the following scale:

0 = Unsatisfactory: Not responsive to the question.

1 = Below Minimum Standards: Responsive to the question but below acceptable standards.

2 = Marginal: Minimal acceptable performance standards and responsive to the question.

3 = Satisfactory: Above minimum performance, Effective and Responsive to the question.

4 = Exceeds Expectations for effectiveness and responsiveness to the question.

NOTE: The Evaluation Committee member’s score will be multiplied by the “weighted value” assigned to the different sections listed here, resulting in the total score for that section.

2. CRITERIA AND WEIGHTS. The weight for each criterion is indicated in parenthesis for each section and is the multiplier that will be applied to the scoring as indicated in 1. B. and 1.C.

above.

V. WRITTEN SUBMITTAL REQUIREMENTS.

Proposer shall upload one (1) digital electronic portable document format (PDF) proposal to the VendorLink portal (https://www.myvendorlink.com/) no later than the date and time specified on page 1, of this solicitation. Each response shall be organized and presented in the following sequence and will include the following as a minimum:

Tab 1 – Respondent’s Profile and Submittal Letter – (Non-Scored) RFP Submittal Letter signed by authorized agent of the business/corporation with proof of authorization from business.

A brief profile of the firm, including:

A. A brief history of the business, B. Organizational structure of business, C. Ownership interests, D. Active business venues (counties, states, etc.), E. Present status and projected direction of business, F. Designation of the legal entity by which the business operates and documentation from the appropriate state’s agency confirming firm’s legal entity type (i.e., sole proprietorship, partnership, limited liability partnership, corporation, Limited Liability Corporation, etc.). Respondents who are required to be registered with the Florida Department of State, Division of Corporations or who are incorporated within the State of Florida must furnish their Florida document number, and a screen shot of their “active” status. All registered respondents must have an active status in order to be eligible to do business with the School Board. Respondents doing business under a fictitious name, on page 1, must submit their proposal using the company’s complete registered legal name;

24250099P-AZ Third-Party Instructional Services Page 4 of 32 example: ABC, Inc. d/b/a XYZ Company. To register with the State of Florida, visit:

www.Sunbiz.org, and

G. For non-Florida businesses, submit documentation from the state in which the business was formed, including their state’s document number and a screen shot of their current, date-identified “active” status with the submittal.

Tab 2 – Experience of Personnel – (Weighted Value 10) Identify the respondent’s overall Contract Administrator, Project/Implementation Manager, and any other key team members who will provide oversight to the project. Provide a resume for each and identify their experience individually and as a team on similar projects.

Tab 3 –Approach and Methodology – (Weighted Value 20) The Firm’s approach and methodology of how the services herein addressed will be provided. Provide implementation and evaluation plan and supporting documents. Include the Firm’s approach to providing supplemental services to private school students, staff, and/or parents, and how those services remain neutral, secular, and non-ideological.

Tab 4 – Adherences to Standards – (Weighted Value 10) Provide detailed explanation of curriculum used for supplemental reading and math instruction.

Explanation should include alignment with approved instructional learning standards. For professional learning opportunities, provide connection with FL Professional Learning Standards.

Tab 5 – Evaluation and Reporting – (Weighted Value 20) Provide examples of reports as outlined in RFP. The Firm will explain how they will measure annual student progress and what criteria will be used for making program modifications when annual progress is not achieved. What specific student assessments are used, and how frequently are they administered? The Firm will provide sample progress monitoring reports and annual program evaluation samples.

Tab 6 – References – (Weighted Value 15) Provide a minimum of three (3) reference forms utilizing Attachment “I” from owner representatives for projects that your Firm has provided or is providing services which are similar in scope to this RFP.

References shall be current, dated within one (1) year of this solicitation. The reference from the owner representative must be provided on Attachment “I”, and include details regarding your Firm’s role, level of service provided, etc. References from School Board of Seminole County staff shall not be considered.

Tab 6 – Fee Schedule (Weighted Value 25) See Exhibit “B” for a detailed fee schedule. Fee schedule must be submitted on Exhibit B. The fee schedule proposed for the services as outlined in this Request for Proposal and clarified through addenda. List any relevant services that are within the scope of services outlined in this solicitation.

This is the initial pricing. The short-listed firms may be provided the opportunity to submit a Best and Final Fee Schedule.

Tab 7 – Confidential Materials, Performance and Payment Bond, Audited Financial Statements, and Litigation Information - Weighted Value: Pass/Fail (a score of Fail for this section will disqualify your submittal). Confidential materials shall be submitted in this section – any materials that Respondent asserts as “trade secrets” shall be segregated, clearly labeled and accompanied by an executed Non-Disclosure Agreement for Confidential Materials (Attachment “E”) and provided in a separate envelope and/or flash drive.

Confidential materials shall be submitted in this section – any materials that Respondent asserts as “trade secrets” shall be segregated, clearly labeled and accompanied by an executed Non-Disclosure Agreement for Confidential Materials (Attachment “E”) and provided in a separate envelope and/or flash drive.

A. Financial Stability. Each Respondent is required to submit documentation to demonstrate that their business is fiscally and operationally sound, with sufficient human and financial resources http://www.sunbiz.org/

24250099P-AZ Third-Party Instructional Services Page 5 of 32 necessary to (1) fulfill the implicit and explicit contractual obligations identified in this solicitation and (2) provide the level of services required by the specifications that result from the solicitation process. Respondent shall submit the following documentation with their submittal to avoid disqualification.

Respondents are required to submit the following checked items (if both 1 and 2 are checked then Respondent may submit either 1 or 2):

1. Preferred Documentation: Respondent shall provide a commitment letter from their surety with their submittal. Commitment letter shall:

a. be written by a surety that (1) holds a certificate of authority authorizing it to write surety bonds in Florida with a minimum A.M. Best’s Rating of “A-” (or industry equivalent),

b. be on the surety’s letterhead,

c. be countersigned by a licensed Florida agent appointed by the surety, and

d. state that the surety will provide a fidelity bond. The actual amount of the fidelity bond will be established during the negotiation phase.

The surety shall also maintain a current certificate of authority as an acceptable surety on Federal bonds in accordance with U.S. Department of Treasury Circular 570, current revision. If the amount of the bond exceeds the underwriting limitations set forth in Circular 570, in order to qualify, the net retention of the surety company shall not exceed the underwriting limitation in Circular 570 and the surety shall provide evidence satisfactory to the Board that the amount in excess of the net retention is protected by co-insurance, reinsurance, or other methods in accordance with Treasury Circular 297, Revised September 1, 1978 (31 CFR Section 223.10, Section 223.11).

IMPORTANT: The required value of the bond may increase or decrease during the negotiation phase and/or contract term if the contract value changes. SBSC shall determine the actual amount of the bond, based upon the final specifications agreed in the award. Surety will be required to provide fidelity bond through a licensed Florida agent within ten

(10) days after the Board’s approval of the final agreement.

2. Substitute Documentation: Audited Financial Statements.

a. Submit the Respondent’s two (2) most recent fiscal years’ complete, audited Financial

Statements, including income statement, balance sheet, statement of owner’s equity, statement of cash flows, management analysis and discussion, and financial notes sections.

b. Provide the name, title, address and phone number of the financial officer of the Respondent responsible for providing this information.

c. The Respondent’s audited financial statements will be evaluated by the District’s Chief Financial Officer(s) and/or designee(s) to determine the Respondent’s ability to meet the implicit and explicit contractual obligations identified in this solicitation and provide the level of services required by the specifications that result from the solicitation process.

3. No Financial Documentation Required.

B. Pending Litigation Disclosure. Each respondent is required to provide disclosure of any current or pending litigation on the Respondent’s letterhead. Respondent shall disclose any material changes in the business operations of the Respondent, including without limitation any pending bankruptcy proceedings, bankruptcies, receiverships, mergers, acquisitions, stock acquisitions or spin-offs which have occurred within the last three (3) years and any material pending or threatened litigation. If appropriate, discuss the impact of these changes on the Respondent’s financial or managerial ability to perform the noted tasks under this Contract.

Tab 8 – Exceptions to Draft Services Agreement (Non-Scored)

24250099P-AZ Third-Party Instructional Services Page 6 of 32

Provide any exceptions to the District’s standard agreement (Attachment “K”). In addition, respondents must provide any and all documentation or agreements that you anticipate requesting the School Board to incorporate into the final agreement or sign as a result of this RFP award.

Tab 9 – Addenda (Non-Scored) Any addenda issued subsequent to the release of this solicitation must be signed and returned with the firm’s proposal. Failure to return signed addenda may be cause for the proposal to be considered non-responsive.

Tab 10 – Required Documents Attach evidence of required insurance coverage or proof of insurability in the amounts indicated. If available, a properly completed ACORD Form is preferable. Final forms must contain the correct solicitation and/or project number and School Board of Seminole County, Florida contact person. Firms that have owner/operators that have filed a "Notice of Election to be Exempt" shall submit a copy with the proposal. Incorporated and unincorporated Firms that qualify for an exemption under the Florida Worker’s Compensation law in Chapter 440 Florida Statutes shall submit an executed waiver relieving the School District of liability in the event they are injured while providing goods and/or services to the School District.

Respondent shall provide the following documents in order listed below (Non-Scored:

Request for Proposal (RFP) & Proposal Acknowledgement (page 1) Attachment “B” Drug Free Workplace Certification Attachment “C” Certification Regarding Debarment, Suspension Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions Attachment “D” Conflict of Interest Form: All respondents shall properly complete, have notarized and attach with their proposal the attached notarized disclosure statement.

Attachment “E” Non-Disclosure Agreement for Confidential Materials.

All materials that qualify as “trade secrets” shall be segregated, clearly labeled and accompanied by an executed Non-disclosure Agreement for Confidential Materials shall be submitted in this section.

Attachment “F” Certification Statement Prohibition against Contracting with Scrutinized Companies Attachment “G” Emergency/Storm related Catastrophe Agreement

Attachment “H” Prohibition Against Contingent Fees Attachment "J” Vendor Affidavit Regarding the Use of Coercion for Labor and Services

VI. ORAL INTERVIEW OR PRESENTATION EVALUATION CRITERIA

After an evaluation of the proposals, the evaluation committee may conduct interviews or presentations from a short list of vendors. If this is determined, your company will be contacted for the interview or presentation, which may occur on the date listed in Attachment “A.” Again, this is an optional interview or presentation that will be determined by the evaluation committee.

The criteria for scoring the interviews or presentations will be determined by the evaluation committee at the short list meeting and provided to the short-listed firms.

ATTACHMENTS

“A” RFP Tentative Schedule of Events “B” Drug Free Workplace Certification Form “C” Certification Regarding Debarment, Suspension Ineligibility and Voluntary Exclusion - Lower Tier

Covered Transactions “D” Conflict of Interest “E” Non-Disclosure Agreement for Confidential Materials “F” Certification Statement Prohibition against Contracting with Scrutinized Companies “G” Emergency/Storm related Catastrophe Agreement “H” Prohibition Against Contingent Fees “I” Reference Form

24250099P-AZ Third-Party Instructional Services Page 7 of 32

“J” Vendor Affidavit Regarding the Use of Coercion for Labor and Services “K” Draft Services Agreement (Separate Document)

Exhibits to Draft Services Agreement:

“A” Statement of Work “B” Price Schedule “C” Report of Unsatisfactory Materials and/or Service

GENERAL PURCHASING TERMS AND CONDITIONS

***Please Read Carefully***

These general terms will apply to all purchases by the District as a result of an award hereunder. In the event of a conflict between this section and subsequent sections herein, the provisions of any subsequent sections shall be specific to the goods or services requested and shall have precedence.

The titles used are for convenience only; the Proposer is responsible for understanding and complying with all terms and conditions herein.

1. DEFINITIONS.

A. The School Board of Seminole County Florida may be referred to as the “Board”, “School Board” or “SBSC” herein. The School Board of Seminole County Florida is also known as “Seminole County Public Schools” (SCPS).

B. The term “Proposer” or “Respondent” shall refer to the company, individual, or organization that responded to this solicitation.

C. The term “Contractor” shall refer to any successful awardees hereunder.

2. DISTRICT DEMOGRAPHICS. The School Board of Seminole County Florida (SBSC) has approximately 10,000 employees and over 67,000 students. The District currently operates a total of 78 schools and ancillary facilities.

3. CONTACT / LOBBYING. All questions for additional information regarding this RFP must be directed to the designated Procurement Agent noted on page one. Prospective Proposers, their employees, agents or representatives shall not contact nor lobby any member of the Seminole County School Board, Superintendent, members of the Evaluation Committee, or staff regarding this RFP prior to posting of the final tabulation and award recommendation on the website. Any such contact shall be cause for disqualification and rejection of your proposal.

4. CONFLICT OF INTEREST. Proposer is subject to the provisions of Chapter 112 Florida Statutes. The Proposer must disclose with their response the name of any company owner, officer, director, agent or representative who is also an employee of the School Board or their immediate family which owns any interest of any amount in the Proposer’s company, partnership, or agency.

5. POSTING OF RFP CONDITIONS / SPECIFICATIONS. This RFP will be posted for review by interested parties on the VendorLink website and this link can be located on the District’s website: “https://www.scps.k12.fl.us/district/departments/purchasing/comp-solicitations-contracts/” and will remain posted up to and including the Due Date of this RFP. In accordance with Florida Statutes 120.57(3), with respect to a protest of the terms, conditions, and specifications contained in a solicitation, including any provisions governing the methods for ranking bids, proposals, or replies, awarding contracts, reserving rights of further negotiation, or modifying or amending any contract, the notice of protest shall be filed in writing within 72 hours after the posting of the solicitation. Failure to file a specification protest within the time prescribed in Florida Statutes 120.57(3) will constitute a waiver of proceeding under Chapter 120, Florida Statutes.

6. ADDENDA, CLARIFICATIONS & INTERPRETATIONS.

https://www.scps.k12.fl.us/district/departments/purchasing/comp-solicitations-contracts/

24250099P-AZ Third-Party Instructional Services Page 8 of 32

A. Any questions concerning terms, conditions or specifications will be directed to the designated Procurement Agent referenced on the Proposer’s Acknowledgement. Any ambiguities or inconsistencies shall be brought to the attention of the designated Procurement Agent in writing at least ten (10) workdays prior to the due date of the RFP.

Failure to do so, on the part of the Proposer will constitute an acceptance by the Proposer of any consequent decision.

B. An addendum to the RFP shall be issued and posted for those interpretations that may affect the eventual outcome of this RFP. It is the Proposer’s responsibility to assure the receipt of all addendum issued. No person is authorized to give oral interpretations of, or make oral changes to the RFP. Therefore oral statements given before the RFP due date will not be binding. The School Board will consider no interpretations binding unless provided for by issuance of an addendum. Addenda will be posted to VendorLink, the School Board’s third party notification service, and this link is accessible on the Purchasing and Distribution Services’ website at “https://www.scps.k12.fl.us/district/departments/purchasing/comp-solicitations-contracts/” at least five workdays prior to the due date. The Proposer shall acknowledge receipt of all addenda by signing and enclosing said addenda with their proposal.

C. The School Board reserves the right to allow for clarification of questionable entries, and for the Proposer to withdraw items with obvious mistakes.

7. RFP OPENING AND FORM. RFP openings will be public on the date and time specified on the Proposer’s Acknowledgment form. All RFPs received after the time indicated will be rejected as non-responsive and returned unopened to sender. It is the Proposer’s sole responsibility to ensure their RFPs are received timely; SBSC is not responsible for late or missed delivery by third party delivery services. RFPs by Email, fax, telegram, or verbally by telephone or in person will not be accepted. The public opening will acknowledge receipt of the RFPs only, details concerning pricing or the offering will not be announced.

8. SOLICITATION DOCUMENTATION & PUBLIC RECORDS. Meetings involving Oral Presentations by Proposers or negotiations are closed to the Public. Responses to this solicitation, and recordings of oral presentations or negotiations shall become “public records” upon award recommendation or thirty (30) days after the solicitation due date, whichever is earlier and shall be subject to public disclosure consistent with Chapter 119 Florida Statutes.

Proposers must invoke the exemptions to disclosure provided by law in response to this solicitation, and must identify the data and other material to be protected, and must state the reasons why such exclusion from public disclosure is necessary.

9. SOLICITATION CONFIDENTIAL, PROPRIETARY, OR TRADE SECRET MATERIAL.

A. Public Record. All responses received in response to this solicitation shall be considered a public record pursuant to Chapter 119 Florida Statutes.

B. Redacted Copies. The Proposer must clearly identify any portion of the documents, data or records submitted in response to this solicitation to be confidential, trade secret or otherwise not subject to disclosure pursuant to Chapter 119 Florida Statutes, the Florida Constitution or other authority. The Proposer must also simultaneously provide the School Board with a separate redacted hard copy and electronic copy of its response.

1) The redacted copies shall contain the School Board’s solicitation name, number, and the name of Proposer on the cover, and shall be clearly titled “Redacted Copy.” The Redacted Copies shall be provided to the School Board at the same time Proposer submits its response to the solicitation and must only exclude or obliterate those exact portions which are claimed confidential, proprietary, or trade secret.

2) Proposer shall be responsible for defending its determination that the redacted portions of its response are confidential, trade secret or otherwise not subject to disclosure. Further, Proposer shall protect, defend and indemnify the School Board for any and all claims from or relating to Proposers determination that the redacted portions of its response are confidential, proprietary, trade secret or otherwise not subject to disclosure.

https://www.scps.k12.fl.us/district/departments/purchasing/comp-solicitations-contracts/

24250099P-AZ Third-Party Instructional Services Page 9 of 32

3) If the Proposer fails to submit Redacted Copies with its response, the Department is authorized to produce the entire documents, data or records submitted by Proposer in response to a public records request for these records.

C. Public Meetings/Evaluations. All evaluations of solicitations are subject to discussion at public meetings. If during the course of the evaluation, pertinent facts cannot be disclosed or discussed in a public forum due to the Proposer’s designating such materials as confidential, the Proposer’s bid may be deemed non-responsive and rejected from further consideration of award and any rights to protest is thereby waived.

10. RFP TABULATIONS, RECOMMENDATIONS, AND PROTEST. RFP Tabulations with award recommendations are posted to VendorLink, the School Board’s third party notification service, and this link is accessible on the Purchasing and Distribution Services’ website at:

https://www.scps.k12.fl.us/district/departments/purchasing/comp-solicitations-contracts/ .

Failure to file a written protest within 72 hours of the posting prescribed in Section 120.57(3) Florida Statutes will constitute a waiver of proceedings under Chapter 120, Florida Statutes and School Board Rules. RFP tabulations or recommendations are available through the District’s website and notices will not be mailed. School Board Policy #6326 – Bid Protests may be found online at https://www.scps.k12.fl.us/district/school-board/policies-procedures/.

11. RFP PREPARATION COSTS. Neither the School Board nor its representatives shall be liable for any expenses incurred in connection with the preparation of a response to this RFP.

12. PRICING / TAXES. All pricing shall be based on FOB Seminole County Florida and will include all packaging, handling, shipping charges, and delivery to any point within Seminole County Florida to a secure area or inside delivery. The School Board is exempt and does not pay Federal Excise and State of Florida sales taxes.

13. TERMS OF PAYMENT / INVOICING. The normal terms of payment will be Net 30 Days from receipt and acceptance of goods or services and Contractor’s invoice. Itemized invoices bearing the Purchase Order Number must be mailed on the day of shipment. Invoicing subject to cash discounts will be mailed on the day that they are dated.

14. WARRANTY. All goods and services furnished by the Contractor, relating to and pursuant to this RFP will be warranted to be free of defects, meet or exceed the Specifications contained herein, and fit for the intended use. In the event of breach, the Contractor will take all necessary action, at Contractor s expense, to correct such breach in the most expeditious manner possible.

15. INDEMNIFICATION. The Contractor agrees to indemnify and save harmless the School Board, its officers, agents and employees from and against any and all claims and liabilities (including expenses) for injury or death of persons or damage to any property which may result, in whole or in part, from any act or omission on the part of the Contractor, its agents, employees, or representatives, or are arising from any Contractor furnished goods or services, except to the extent that such damage is directly and solely due to the negligence of the School Board.

16. SOVEREIGN IMMUNITIY / LIMITED LIABILITY. Notwithstanding any provision herein or attached hereto, nothing shall be construed as a waiver of SBSC’s rights and sovereign immunities under Florida Statutes. SBSC damages shall be limited in accordance and to the extent allowed by §768.28 Florida Statute.

17. LAWS AND REGULATIONS. Contractors will comply with all applicable Federal, State and Local laws, statutes and ordinances including, but not limited to the rules, regulations and standards of the Occupational Safety and Health Act of 1970, the Federal Contract Work Hours and Safety Standards Act, and the rules and regulations promulgated under these Acts.

Contractors agree not to discriminate against any employee or applicant for employment because of race, sex, religion, color, age or national origin. Lack of knowledge of applicable https://www.scps.k12.fl.us/district/departments/purchasing/comp-solicitations-contracts/ https://www.scps.k12.fl.us/district/school-board/policies-procedures/ https://www.scps.k12.fl.us/district/school-board/policies-procedures/

24250099P-AZ Third-Party Instructional Services Page 10 of 32 laws, statutes and ordinances by the Proposer shall not constitute a cognizable defense against actual or potential damages caused thereby.

18. GOVERNING LAW & VENUE. All agreements as a result of an award hereto and all extensions and modifications thereto and all questions relating to its validity, interpretation, performance or enforcement shall be governed and construed in conformance to the laws of the State of Florida. In the event of a legal proceeding, the venue for state court shall be in Seminole County Florida or for federal court be United States District Court, Middle District of Florida, Orlando Division.

19. CONTRACTOR’S EMPLOYEE BACKGROUND CHECK. All service provider employees that require access to school campuses must be cleared by SBSC or an appropriate agency and wear a current and appropriate picture identification badge. Contractors hereunder shall comply with the required background check of employees and with any requirements regarding wearing of PPE equipment as may be applicable and failure to comply shall be considered a material breach of contract.

A. Clearance by SBSC: Contractor will comply with the requirements of the Jessica

Lunsford Act §1012.465 Florida Statute in regards to fingerprinting and level 2 background screenings of all applicable employees and any subcontractor employees.

Refer to “Steps to Become A Vendor” at:

https://www.scps.k12.fl.us/district/departments/purchasing/ for SBSC for Background Check Requirements

B. Clearance by Others: Pursuant to §1012.468 Florida Statute, Contractor employee have been cleared by another agency and must already possess a uniform statewide identification badge issued by the agency.

20. CONTRACTOR’S PUBLIC RECORDS. Pursuant to §119.0701 Florida Statutes, “Contractors” as defined by statute that enter into a contract for services with the School Board and is acting on behalf of the School Board is required to comply with public records laws and to specifically:

A. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service.

B. Provide the public with access to public records on the same terms and conditions that the School Board would provide the records and at a cost that does not exceed the cost provided by statute or as otherwise provided by law.

C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law.

D. Meet all requirements for retaining public records and transfer, at no cost, to the School Board all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the School Board in a format that is compatible with the information technology systems of the School Board.

E. If a contractor does not comply with a public records request, the School Board shall enforce the contract provisions which may include immediate termination of contract.

F. 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, IS PROJECT MANAGER 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.

21. PATENTS, COPYRIGHTS & ROYALTIES. Contractors agree to indemnify and save harmless the School Board, its officers, employees, agents, or representatives from liability of any nature or kind, including cost and expenses for or on account of copyrighted, patented or un-patented https://www.scps.k12.fl.us/district/departments/purchasing/ mailto:carolyn_bedsole@scps.k12.fl.us

24250099P-AZ Third-Party Instructional Services Page 11 of 32 invention, process or article of manufactured or used in the performance of the contract award hereunder. If the Contractor uses any software design, device or materials covered by royalties or cost arising from the use of such design, device or material in any way involved in the product or services shall be included in the price proposal of the Contractor.

22. PERMITS/LICENSES/FEES. Any permits, licenses, or fees required will be the responsibility of the successful Contractor; no separate or additional payment will be made. A copy of these licenses and permits shall be submitted to the Procurement Agent prior to commencement of work. If the service(s) being provided requires that individuals or organizations be licensed by the Florida Department of Business and Professional Regulation or any other state or federal agency, such license(s) should be obtained by the RFP due date and time. For state licensing, contact the Florida Department of Business and Professional Regulation, Tallahassee, FL 32399-0797, Phone 850.487.9501.

23. TERMINATION.

A. DEFAULT. The School Board may terminate all or any part of a subsequent award by giving notice of default to Contractor, if Contractor: refuses or fails to deliver the goods or services within the time specified; fails to comply with any of the provisions of this RFP, or so fails to make progress as to endanger performances, hereunder, or;

1) Becomes insolvent or subject to proceedings under any law relating to bankruptcy, insolvency, or relief of debtors. In the event of termination for default, the School Board’s liability will be limited to the payment for goods and services delivered and accepted as of the date of termination.

B. CONVENIENCE. The School Board may terminate for its convenience at any time, in whole or in part any subsequent award. In which event of termination for convenience, the School Board’s sole obligations will be to reimburse Contractor for:

1) Those goods or services actually shipped / performed and accepted up to the date of termination, and

2) Costs incurred by Contractor for unfinished goods, which are specifically manufactured for the School Board and which are not standard products of the Contractor, as of the date of termination, and a reasonable profit thereon.

3) The School Board is not responsible for loss of anticipated profit. Any reimbursements made by the School Board shall not exceed the RFP value.

C. FUNDING. Contracts awarded hereunder are subject to the appropriation and availability of funds as approved by the School Board of Seminole County Florida. In the event funding for the specific purpose of this solicitation is not funded or such funds are insufficient, the contract may be terminated immediately without penalty.

24. STOP WORK ORDER. The School Board may at any time by written notice to the Contractor stop all or any part of the work for this RFP award. Upon receiving such notice, the Contractor will take all reasonable steps to minimize additional costs during the period of work stoppage.

The School Board may subsequently either cancel the stop work order resulting in an equitable adjustment in the delivery schedule and/or the price, or terminate the work in accordance with the provisions of the RFP terms and conditions.

25. PERFORMANCE. In an effort to reduce the cost of doing business with the School Board, and unless indicated elsewhere a bid or performance bond may not be required. However, upon award and subsequent default by Contractor, the School Board reserves the right to pursue any or all of the following remedies:

A. To accept the next lowest available RFP price or to purchase materials or services on the open market, and to charge the original award the difference in cost via a deduction to any outstanding or future obligations;

B. The Contractor in default will be barred for consideration of future RFP awards for a period of time determined by the severity of the default, but not exceeding three (3) years.

C. Any other remedy available to the School Board in tort or law.

24250099P-AZ Third-Party Instructional Services Page 12 of 32

26. DAMAGES RECOVERY. The Proposer agrees to the use of Damages Recovery in the event Proposer fails to perform in accordance with the provisions herein. On the occasion where the Proposer has been found to be in default of contract, or any material provision thereof, or fails to remedy any deficiency in performance, School Board may procure the necessary supplies or services from an alternative source and hold the Proposer financially responsible for any excess costs incurred. The difference between the Bid price of the product or service and the actual price paid may be deducted from any current or future obligations owed to the Proposer.

In addition, default will result in termination of contract and a prohibition against future business with School Board for a term of not less than three years. Nothing in this paragraph shall be deemed to limit the available damages that may be recovered by School Board as a result of Proposer’s failure to perform.

27. 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.

28. PAYMENT ASSIGNMENT. Any purchase order or contract issued pursuant to an award hereunder, and the monies that may become due are not assignable except with the prior written approval of the School Board, through the Purchasing and Distribution Services Department.

29. AUDIT AND INSPECTION. The School Board or its representative reserves the right to inspect and/or audit all the Contractor's documents and records as they pertain to the products and services delivered under this agreement. Such rights will be exercised with notice to the Contractor to determine compliance with and performance of the terms, conditions and specifications on all matters, rights and duties, and obligations established by this agreement.

Documents / records in any form shall be open to the Board's representative and may include but are not limited to all correspondence, ordering, payment, inspection, and receiving records, contracts or sub-contracts that directly or indirectly pertain to the transactions between the Board and the Contractor.

30. PUBLIC ENTITY CRIMES. A Proposer, person, or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a RFP on a contract to provide any goods or services to a public entity for the construction or repair of a public building or public work, may not submit RFPs on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the dollar threshold amount provided in Florida Statute Section 287.017, for CATEGORY TWO, for a period of 36 months from the date of being placed on the convicted vendor list.

31. OTHER AGENCIES. All respondents awarded contracts from this solicitation may, upon mutual agreement with the awarded respondent(s), permit any school board, community college, state university, municipality or other governmental entity, to include Public Charter Schools to participate in the contract under the same prices, terms and conditions. Further, it is understood that each entity will issue its own purchase order to the awarded respondent(s).

32. DRUG-FREE WORKPLACE. Whenever two or more RFPs are equal with respect to price, quality, and service, a RFP received from a business that certifies that it has implemented a drug-free workplace program as defined by Section 287.087 Florida Statutes, will be given preference in the award process. If the Contractor does not maintain a formal “Drug Free Workplace” or does not perform random drugs tests on its employees, then the Contractor’s employee must submit to a drug test by the School Board at an additional cost prior to working on the School Board account. Refer to Attachment B.

24250099P-AZ Third-Party Instructional Services Page 13 of 32

33. CONTINGENT FEE PROHIBITED. The Proposer warrants that they have not employed or retained any third party other than the Proposer’s employee or agent to solicit or secure an award hereunder and that they will not pay a fee, commission, percentage, gift or other consideration to a third party upon or resulting from the award hereunder. Violation shall constitute a breach of contract and termination of agreement and a deduction from any outstanding obligations for the full amount of the fee, commission, percentage, gift or consideration paid.

34. SUB-CONTRACTORS. The Proposer is responsible for performance and meeting all specifications and for the performance of any sub-contractors used in conjunction with an award hereunder. The Proposer must disclose the name(s) of any sub-contractor(s) used to satisfy performance herein and insure that the sub-contractors are qualified, insured, and that sub-contractors’ employees have security clearance and meet all requirements set forth herein.

35. INSURANCE. The Contractor will carry comprehensive general liability insurance, including contractual and product liability coverage, with minimum limits acceptable to the School Board.

The Contractor will, at the request of the School Board, supply certificates evidencing such coverage. Additional insurance requirements may be specified herein.

36. AGREEMENT FORM. Following Award, Contractor and the School Board will enter into a Service Agreement the form which is attached to this RFP. The Service Agreement shall incorporate all terms, conditions and specifications contained herein, and in response hereto, unless mutually amended in writing, all of which shall form the Agreement for services between Contractor and the School Board.

37. MINOR IRREGULARITIES: The School Board reserves the right to waive minor irregularities or technicalities in proposals, and in its sole discretion, request a clarification regarding a proposal(s), providing such action is in the best interest of the School Board. Minor irregularities are defined as those that have no adverse effect on the School Board’s best interests, and will not affect the outcome of the selection process by giving the respondent an advantage or benefit not enjoyed by other respondents.

38. REPORT OF UNSATISFACTORY MATERIALS AND/OR SERVICES. A ‘Report of

Unsatisfactory Materials and/or Service form (Exhibit C) shall be utilized to document unsatisfactory performance during the term of this contract. The report may become an important part of the Contractor’s history. The report and process will assist the Purchasing and Distribution Services Department to determine whether there is a continuing pattern of problems which may need to be addressed through termination of contract and/or suspension of Contractor from future Bidding.

39. PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED COMPANIES. In accordance with Section 287.135 of the Florida Statutes, THE SCHOOL BOARD RESERVES

THE RIGHT TO REJECT ANY OR ALL OFFERS, TO WAIVE INFORMALITIES, AND TO

ACCEPT ALL OR ANY PART OF ANY OFFER AS MAY BE DEEMED TO BE IN THE BEST

INTEREST OF THE SCHOOL BOARD “A company that, at the time of bidding or submitting a proposal for a new contract or renewal of an existing contract, is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to s. 215.473, is ineligible for, and may not bid on, submit a proposal for, or enter into or renew a contract with an agency or local governmental entity for goods or services of $1 million or more.” Section 215.473 defines a company to include “all wholly owned subsidiaries, majority-owned subsidiaries, parent companies, or affiliates of such entities or business associations that exists for the purpose of making profit.” By submitting a response to this solicitation, a respondent certifies that it and those related entities of respondent as defined above by Florida law are not on the Scrutinized Companies with Activities…