25260091I-JW_-_RFI_Final_03.16.2026.pdf

REQUEST FOR INFORMATION (RFI) & ACKNOWLEDGEMENT

POSTING DATE: PURCHASING CONTACT:

Monday, March 16, 2026 Jason Wysong, Ed.D., Purchasing Coordinator

407.320.0423 jason_wysong@scps.k12.fl.us

RFI TITLE / RFI NUMBER:

25260091I-JW

Comprehensive Student Support & Assessment Delivery, Management, and Analytics System

RFI DUE DATE:

Thurs., April 9, 2026 at 10:00 A.M. EST

This is a non-binding solicitation for information. The information provided hereunder may be used as follows:

1. To commence negotiations and/or enter into a “piggyback agreement” with firm(s) as authorized in Florida Administrative Code

6A-1.012.

2. To explore alternate methods and processes.

3. To gather benchmark pricing data.

4. To establish new standards or specifications for future solicitations.

5. To establish product or service benchmarks.

The School Board of Seminole County, Florida, respectfully requests that your firm submit information on the goods and/or services referenced in this Request for Information. All submittals must have a signature in the space provided below and submitted to VendorLink by the RFI Due Date.

FIRM’S LEGAL NAME (As described in the Section Titled “Florida Department of State, Division of Corporations Registration Requirements in this RFI:

MAILING ADDRESS: ______________________________________________________________________________________________________

CITY, STATE, ZIP: ________________________________________________________________________________________________________

FEDERAL EMPLOYER IDENTIFICATION NUMBER (FEIN): _____________________________________________________________________

TELEPHONE NUMBER: _____________________________________

Email: _________________________________________________________________________________________________________________

TYPED OR

SIGNATURE: _______________________________________________ PRINTED NAME: ____________________________________________

TITLE: ____________________________________________________ DATE: _____________________________________________________

THE SCHOOL BOARD OF SEMINOLE COUNTY, FLORIDA

PURCHASING AND DISTRIBUTION SERVICES DEPARTMENT

400 East Lake Mary Boulevard Sanford, Florida 32773-7127

I. PURPOSE AND INTENT. Seminole County Public Schools (SCPS) is the 13th largest school district in Florida and is 57th nationally with more than 59,000 students and nearly 7,000 employees. SCPS is a leader in education throughout Central Florida and the State and is widely recognized as a Premier National School District. SCPS consists of 37 elementary schools, 12 middle schools, nine (9) high schools, six (6) special centers, a virtual school, and four (4) charter schools.

The purpose of this Request for Information (RFI) is to solicit submission of information from qualified firms that can provide a Comprehensive Student Support and Assessment Delivery, Management, and Analytics System. The District’s current solution was procured in 2011 and has been adapted in response to changes in assessment needs, accountability systems, state requirements, and district goals. At this time, staff has determined it is prudent to review the current supplier marketplace to determine whether an alternative solution would better meet the district’s needs.

It is the district’s intent that responses to this solicitation will be reviewed by stakeholders from multiple departments including but not limited to Student Support Services, Assessment & Accountability, Teaching & Learning, Elementary Education, Secondary Education, and Information Services. If deemed appropriate, qualified vendors may be invited to demonstrate their solution(s) to a stakeholder group of school and district users. The review committee will make a recommendation to the Superintendent and Deputy Superintendent to either continue with the current solution or enter into direct negotiations with vendor(s) pursuant to Rule 6A-1.012(14), Florida Administrative Code.

See Attachment A: System Requirements for information about the district’s expectations for this system. A firm’s submission should address all of the requirements listed. See also Attachment B: Tentative Schedule of Events for important dates related to this RFI.

II. GENERAL TERMS AND CONDITIONS. NOTE: The term "Firm" as used within this RFI refers to the person, company or organization responding to this Request for Information.

1. FLORIDA DEPARTMENT OF STATE, DIVISION OF CORPORATIONS REGISTRATION

REQUIREMENTS. Firms that are required to be registered with the Florida Department of State, Division of Corporations or that are incorporated within the State of Florida must furnish their Florida document number, and a screen shot of their “active” status. All registered firms must have an active status in order to be eligible to do business with the School Board. Firms doing business under a fictitious name, on page 1, must submit their offer using the company’s complete registered legal name; example: ABC, Inc. d/b/a XYZ Company. To register with the State of Florida, visit:

www.Sunbiz.org.

If the firm is not located in Florida, the firm must provide their state’s document number and a screen shot of their current, date-identified “active” status with their submittal.

2. PATENTS, COPYRIGHTS & ROYALTIES. Firm agrees 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 invention, process or article of manufactured or used in the performance of the contract award hereunder. If the Firm 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 Firm if requested.

http://www.sunbiz.org/

3. CLARIFICATIONS AND INTERPRETATIONS. The School Board reserves the right to allow for clarification of questionable entries, and for the Firm to withdraw items with obvious mistakes. Any questions concerning terms, conditions or specifications will be directed to the designated Procurement Agent referenced on the RFI 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 RFI. Failure to do so, on the part of the Firm, will constitute an acceptance by the Firm of any consequent decision. An addendum to the RFI shall be issued and posted for those interpretations that may affect the eventual outcome of this RFI. It is the Firm’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 RFI. Therefore oral statements given before the RFI 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 school district’s Purchasing and Distribution Services’ website at https://www.scps.k12.fl.us/83693_3 at least five (5) workdays prior to the due date. The Firm shall acknowledge receipt of all addenda by signing and enclosing said addenda with their proposal.

4. CONTACT. All questions for additional information regarding this RFI must be directed to the designated Procurement Agent noted on page one. Prospective Firms shall not contact any member of the Seminole County School Board, Superintendent, or staff regarding this RFI prior to the posting of any contract award recommendation. Any such contact shall be cause for rejection of your proposal.

5. 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 RFI.

6. QUESTIONS. Any questions concerning this Request for Information must be directed to the designated Procurement Agent noted on page one no later than Wednesday, March 25, 2026 by 5:00 PM EST. An Addendum will be posted with a response to all questions received.

7. VOLUME OF WORK. No warranty or guarantee is expressed or implied as to the types or quantities of services that may actually be required. The quantities and amounts stated in this Request for Information are based on historical data and are provided for size and cost comparison only.

III. WRITTEN SUBMITTAL REQUIREMENTS. Firms shall submit one (1) digital electronic portable document format (PDF) to the VendorLink portal (https://wwww.vendorlink.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:

1. Signature of authorized representative of the Firm on RFI & Acknowledgement (see page 1).

2. Document showing active registration with Florida Department of State, Division of Corporations or, if not located in Florida, the firm must provide equivalent documentation (see page 2).

3. Addenda if applicable. Signed by the Firm’s authorized representative.

4. Information about the Firm’s proposed system to include all items found in Attachment A: System

Requirements. Each page must be numbered.

5. Completed Attachment C: System Requirements Checklist—note the requirement to identify the page number(s) on which each requirement is addressed.

6. Provide any exceptions to Draft SCPS Services Agreement (Attachment D) and Draft Student

Data & Privacy Agreement (Attachment E), as well as any and all documentation or agreements that the Firms anticipates requesting the School Board to incorporate into any final agreement (e.g., Terms & Conditions, Terms of Service, Privacy Agreement, etc.). If no exceptions or additional documents are provided, then SCPS will presume its documents are sufficient to contract with the Firm.

https://www.scps.k12.fl.us/83693_3

Attachment A System Requirements

Part One: Comprehensive Student Support System The district is seeking a modern, full-featured student support platform that supports student-level, subgroup-level, school-level, and district-level analysis and decision-making. The system must integrate multiple types of student data into easily accessible and customizable visualizations and reports. The system must also provide data entry capabilities related to specific functions not available in other district systems. The overall goal of the system is to catalyze improved identification, planning, implementation, and evaluation of student intervention services while also meeting the various requirements of federal and state law.

Requirement 1: Early Warning Consistent with Florida law and using data imports at least daily from the district’s student information system, this component will identify students in grades K-8 who exhibit the following early warning indicators:

1-a. Attendance below 90 percent, regardless of whether absence is excused or a result of out-of-school suspension 1-b. One or more suspensions, whether in school or out of school 1-c. Course failure in English Language Arts or mathematics during any grading period 1-d. A Level 1 score on the statewide, standardized assessments in English Language Arts or mathematics or, for students in kindergarten through grade 3, a substantial reading deficiency under s. 1008.25(5)(a)

Requirement 2: Student Attendance Using imports at least daily from the district’s student information system, this component will:

2-a. Identify students that meet the 5-, 10-and 15-day truancy thresholds 2-b. Generate printable attendance letters in multiple languages 2-c. Provide for the entry of information about attendance meetings about individual students 2-d. Generate attendance reports by district, school level, and individual student, including filtering by student accountability subgroups

Requirement 3: Discipline Reporting Using imports at least daily from the district’s student information system, this component will:

3-a. Generate suspension and referral tracking reports by district, school level and individual student, including filtering by student accountability subgroups

Requirement 4: MTSS/RtI The district seeks a robust module that supports educators working through the full lifecycle of analysis and action around student intervention, including:

4-a. Ability to tier students for intervention for ELA, Math, Attendance, and Behavior 4-b. Ability to enter intervention plans, track data, and hold intervention meetings that indicate student response to interventions 4-c. Ability to track data on interventions, with graphing capability highly preferred 4-d. User friendly data analysis for adapting interventions and instruction at a district, school level, and individual student level in a dashboard format. This should include all critical demographic and instructional information for key stakeholders to make informed decisions on academic and behavioral decisions for schools and students.

Part Two: Assessment Delivery, Management, & Analytics System The district is seeking a modern, full-featured testing platform that supports instructional and operational needs. The platform must:

• Provide full assessment authoring and delivery, supporting flexible item types and accessibility features.

• Offer instructional, item-level, and Florida standards-based reporting for actionable teacher, school, and district use.

• Prioritize teacher usability, not just district-level analytics.

• Ensure district ownership of items and student data, with secure export and integration capabilities.

• Transition from fragmented, slow, and manual testing to a modern, centralized, and intelligent platform that supports faster, higher quality, and more cost effective software delivery.

The platform must support formative, summative, benchmark, and state-aligned assessments across all grades and subjects while maintaining flexibility, security, and instructional relevance.

Requirement 5: Assessment Builder

5-a. QTI Import: Transfer QTI files; district retains ownership of all items.

5-b. District-Owned Item Banks:

o Secure district-level bank o Non-secure school/teacher bank for formative and summative assessments o All newly created items by district remains district owned items

5-c. Vendor Created Question Bank Aligned to Florida BEST Standards 5-d. Assessment Design:

o Mirrors state assessment layout (e.g., ELA passage left / questions right) o Item types: Multiple choice, multiselect, table match, hot text, graphic response, fraction models, editing tasks, multimedia 5-e. Accessibility & Accommodations: Text-to-speech, speech-to-text, masking 5-f. Test Construction Features:

o Create, edit, delete, move items o Link Part A/B questions o Points allocation per item (e.g., 1, 0.5) o Randomization with linked items o Annotation (highlighting, color coding) o Equation editor (Desmos) o Stimulus management: create/edit passages, charts, images; link to multiple items and standards o Standards/alignment tagging: reporting category, complexity (low/moderate/high), item alignment, ALD levels 5-g. Math Support: On-screen calculators (scientific, 4-function which mirror FAST/EOC calculators), reference sheets, periodic tables

Requirement 6: Paper-Based Testing

6-a. Export assessments to Word or PDF (clean formatting, regular print (12pt), large print (18pt)) 6-b. Include answer keys, rationales, and student bubblesheets 6-c. Multiple scanning options (scanner, scan gun, mobile devices)

Requirement 7: Online Assessment Platform

7-a. Lockdown browser compatibility 7-b. Student secure login via test tickets 7-c. User settings: text/background color, pointer size, print size 7-d. Test navigation: back/next buttons, answer tracking, mark for review

7-e. Test tools: notes, line reader, zoom, calculators, reference sheets, passage highlighting, strikethrough answers 7-f. Pause/reopen/reset functionality with security 7-g. Embedded help for tools and features 7-h. Device compatibility: iPads, Chromebooks, Windows laptops

Requirement 8: Assessment Reporting & Analytics

8-a. Student Report--Articulation Student Profile Report: Attendance, misconduct, state/diagnostic scores, course grades, MTSS info for next-year students 8-b. Student Report--Achievement & Risk Indicators Report: Attendance, misconduct, retention, grades, district/state scores, Low 30, iReady diagnostics 8-c. Florida Accountability Reports--Low 25%/Low 30% calculations 8-d. Attendance, misconduct, and grade-level reports 8-e. Benchmark Assessment Reports--Aggregate multiple assessments (Q1, Q2, Q3) 8-f. Data and reports must be exportable by standard and reporting category for district dashboards 8-g. The following types of reports must be generated by the system:

• Student Assessment Summary Report: Points, percent correct, student responses, standards, item type, DOK, test time; district/school/teacher levels

• Student Assessment Item Analysis Report: Item details, response frequency, distractor analysis, item difficulty

• Comprehensive Assessment Analysis Report: Combines administration, item analysis, standards breakdown, student summaries – to include individual school data and school-to-school comparisons aligned by benchmark percent correct

• Analyze by Standard: Percent correct by standard; ability to exclude untaught items

• Participation Report: Number of students completed test, not completed, and/or not started

• Standards Mastery Analysis Report by Class: Quickly identify students exceeding or struggling

• School-to-School Assessment Comparison Report

• Teacher-to-Teacher Assessment Comparison Report: Support PLC and instructional planning

• Longitudinal Analysis Reports (Q1–Q3): Year-to-year cohort comparisons

Requirement 9: Data Warehouse

9-a. System architecture and analysis tools that empower end-users to generate reports by teacher, site, and district level, including but not limited to these assessment data types:

• FAST PM1, PM2, PM3 (achievement levels, scale scores, percentile ranks)

• EOCs: Algebra 1, Geometry, Biology, Civics, US History

• BEST Writing

• Statewide Science (Grades 5 & 8)

• WIDA Access

• FAA

• National Assessments (SAT, ACT, PSAT)

• District-created benchmarks

• iReady & other diagnostics (DRA, Write Score, ORF)

System Management

Requirement 10: Technology Implementation

10-a. Identify API Capabilities 10-b. Approach to User Management: Different user roles/permissions (superuser, district, principal, teacher) 10-c. SSO & Security: Support for single sign-on, multi-factor authentication (MFA), and data encryption methods 10-d. Compliance: Compliance with relevant regulations 10-e. Uptime & Performance: Minimum 98% uptime guarantees and performance during high-traffic periods 10-f. Communicate at least daily with SIS (e.g., Skyward) 10-g. Adequate System Load: System enables thousands of students (approximately 35,000) to take assessments (38 assessments) at the same time without performance bottlenecks. Also, allows administrators and/or teachers to pull data reports without adverse impact to concurrent test administration.

Requirement 11: Project Management

11-a. Information about set-up timeline and approach 11-b. Uploading QTI files 11-c. Implementation Resources 11-d. Training Models 11-e. Customer Service 11-f. Response Times for Critical Issues (e.g. System outage during assessment windows) 11-g. Approach to developing and implementing enhancements to system

Firm Information

Requirement 12: Implementation Experience

12-a. Identify all Florida school districts that have implemented your system, which components were implemented, and list first year of work with each district 12-b. Identify any school districts outside of Florida similar in size to SCPS that have implemented your system, which components were implemented, and list first year of work with the district

Requirement 13: Pricing Information 13-a. Identify variables and methodologies used to determine pricing 13-b. Identify additional costs associated with system configuration/set-up 13-c. Identify additional costs associated with ongoing training/support

13-d. Identify additional costs associated with system enhancements that are required as a result of changes in federal or state law and/or administrative regulations

13-e. Identify additional costs associated with customer requests for enhancement/customization

ATTACHMENT B

RFI TENTATIVE SCHEDULE OF EVENTS

Date Description Monday, March 16, 2026 RFI Posted on VendorLink

Wednesday, March 18, 2026 Legal Advertisement

Wednesday, March 25, 2026 Legal Advertisement

Wednesday, March 25, 2026 Question Deadline - due before 5:00 PM EST Submit via email to jason_wysong@scps.k12.fl.us

Friday, March 27, 2026 Addenda released (if necessary)

Thursday, April 9, 2026 Submittals Due before 10:00 AM EST

Wednesday April 22 & Target Date for System Demonstrations, Thursday, April 23, 2026 if requested by SCPS

Attachment C: Table of Requirements--separate file in VendorLink, download and open in Excel

Rev. 9-26-2023

Contract #: SA-####-###-XX

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 _____________________________, (hereinafter referred to as “Contractor”), whose principal place of business is

WHEREAS, SBSC is interested in utilizing the Contractor’s software license, hosting, implementation, and training services for the ____________ Department/School; 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 their software license, hosting, implementation, and training services for the __________ Department/School, 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 on __________________, and continue until ___________________. 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. The Contractor shall provide software license, hosting, implementation, and training services (“Products” and “Services”) as outlined in Exhibit [X], [Statement of Work or Proposal [#], [Title], which is 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 descending order of precedence shall be observed:

This Services Agreement #SA-####-###-XX Exhibit [X], Data Sharing and Privacy Agreement [Please confirm with IT if a DSPA is required] Exhibit [X], [Exact title of the attachment, e.g., Proposal, etc.]

1.3 Payment & Compensation. The Contractor shall provide services in accordance with Exhibit [X], Statement of Work or Proposal [#], [Title], at the rate of ______ (14) per hour/fixed fee/etc. The total compensation under this agreement shall not exceed [AMOUNT IN WORDS] AND 00/100 DOLLARS ($______.00) (15). 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

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

RFI 25260091I-JW

Appendix D:

Draft SCPS Services Agreement

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

Sanford, FL 32773-7127

With a Copy to: Director of Purchasing and Distribution Services The School Board of Seminole County, Florida

Sanford, FL 32773-7127

To: _____________________________

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…