279-20250515092602 CCSD.pdf

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Covington County School District

108 Main St. Collins, MS 39428 601-765-8247 www.covingtoncountyschools.org

NOTICE TO BIDDERS

The Covington County School District will accept proposals for Digital Curricula and Credit Recovery services for the 2025-2026 school year. All proposals must be submitted to the Office of the Superintendent of Education, at 108 Main Street, Collins, MS 39428 no later than 11:00 a.m. CST, Monday, June 2, 2025.

BID #: 252603

Description: Digital Curricula and Credit Recovery 2025-2026

Official proposal documents can be downloaded from Central Bidding at www.centralbidding.com, for a fee, or by visiting www.covingtoncountyschools.org.

Electronic proposals can be submitted at www.centralbidding.com however, hardcopy bids will also be accepted. For any questions relating to the Central Bidding platform, please call Central Bidding at 225-810-4814.

All submissions must be sealed and clearly marked as stated below.

BID #: 252603

Description: Digital Curricula and Credit Recovery 2025-2026

No proposal will be accepted via email. Submitting via email will disqualify the vendor from selection.

The Covington County School District reserves the right to reject any or all bids submitted and to waive any informalities.

All bids are subject to federal/state appropriation and the ability of the district’s Comprehensive Federal Program Application to accommodate this expense.

http://www.covingtoncountyschools.org/ http://www.centralbidding.com/

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108 Main St. Collins, MS 39428

601-765-www.covingtoncountyschools.org

Specifications regarding Request for Proposal for Professional Development 2025-2026

Statement of Need

The Covington County School District (CCSD) is seeking proposals from qualified vendors to provide a comprehensive digital courseware solution that supports both credit recovery and virtual instruction for academic core and elective courses. The solution must offer unlimited student access and be fully aligned to the Mississippi College- and Career-Readiness Standards for the 2025–2026 school year.

The selected vendor must provide a catalog of courses that includes, but is not limited to:

• English Language Arts (grades 3–12)

• Mathematics (including Algebra I, Geometry, Algebra II)

• Science (including Biology, Chemistry, Physical Science)

• Social Studies (including U.S. History, World History, Mississippi Studies)

• Approved electives

• Credit recovery versions of all core content courses

In addition, the vendor must:

• Provide a current list of all Mississippi Department of Education (MDE) approved courses for 2025–2026, including Mississippi Online Course Approved (MOCA) course codes

• Ensure that all courses are aligned to MDE guidelines and graduation requirements

• Support asynchronous learning with optional instructor facilitation

• Allow for flexible, self-paced student progress

• Provide real-time progress monitoring and administrative dashboards

• Be accessible via web browser on district devices

Solutions must be scalable for district-wide implementation and suitable for use during the school year, after school, and summer sessions.

The solution will be utilized at both the elementary and secondary levels July 2025 through June 2025. These services will be funded through the use of state, local, and/or federal funds, as funds allow.

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Scope of Services The selected vendor will partner with the Covington County School District (CCSD) to deliver a scalable, standards-aligned digital courseware solution for both credit recovery and full-course virtual instruction. The platform must support diverse learning environments including traditional high schools, alternative school settings, and extended-year (e.g., summer or after-hours) programs.

The awarded solution must meet the following minimum specifications:

1. Course Access and Availability

a. Provide unlimited, 24/7 student access to a full library of academic core and elective courses.

b. Include a list of all courses currently approved under the Mississippi Online

Course Approval (MOCA) process for 2025–2026, with MOCA course codes clearly identified.

c. Ensure all course content is aligned to Mississippi College- and Career- Readiness Standards and fulfills MDE graduation requirements.

2. Credit Recovery & Alternative Programming

a. Offer credit recovery versions of all core content areas with built-in pre-assessments and adaptive release of material to prevent repetition of mastered content.

b. Provide flexible pacing options, ideal for alternative school placement, behavior intervention programs, or students who need non-traditional academic schedules.

c. Platform must allow district staff to monitor and adjust individual student pathways based on progress and behavior plans.

d. Courseware must be accessible to English Learners (ELs) and newcomer students, with embedded supports such as:

i. Read-aloud/audio tools

ii. Visual scaffolds

iii. Translation tools or native language supports

iv. Vocabulary-building strategies and simplified text options where applicable

v. Vendors must provide a description of how EL accommodations are integrated and how the platform aligns with federal language access laws (Title VI) and Mississippi EL requirements.

3. Technology and Access Requirements

a. Web-based solution compatible with Chromebooks, Windows laptops, and other district-issued devices.

b. No required local installation or software beyond web browser access.

c. User accounts must support secure single sign-on (SSO) or district-managed credentials.

4. Instructor, Monitoring, and Reporting Tools

a. Include a comprehensive admin dashboard for school and district staff to monitor student progress, pacing, login activity, and completion metrics.

b. Support teacher-of-record functionality, where applicable, for certified staff to guide instruction or monitor performance.

c. Allow for secure assignment of roles by school (e.g., teacher, monitor, counselor).

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d. Vendors must offer reporting features disaggregated by subgroup, including ELs, students with disabilities, and students in alternative programs.

5. Training and Support

a. Provide initial and ongoing training for teachers, counselors, and administrators

(on-demand and/or live).

b. Offer access to a dedicated technical support team for issue resolution.

c. Documentation and support must be available for students with disabilities and

English Learners, including compatibility with screen readers, multilingual instructions, parent-accessible reports.

Expected Outcomes

1. At least 85% of students enrolled in credit recovery will successfully regain course credit within established timelines.

2. Students will have 24/7 access to coursework; platform uptime will meet or exceed 99.9%.

3. 95% of students will log in within the first week of assignment.

4. Staff will have real-time access to dashboards and reports.

5. System will flag struggling students for early intervention.

6. All staff will be trained before use.

7. 90% of users will report satisfaction with usability, instructional quality, and vendor support.

8. Support tickets will receive response within 24 business hours.

Minimum Qualifications

• Be a vendor in good standing with local, state, and federal governments;

• Be a vendor that has a reputable history of providing quality services;

• Provide solutions that are aligned with the Mississippi College and Career Readiness standards for grades K-12;

• Provide solutions that support district resources and any suggested resources must be approved by the Mississippi Department of Education and the district prior to services beginning.

Selection Process

Proposals will be evaluated based on the vendor’s experience with K–12 digital instruction, quality of platform features, alignment to Mississippi standards, pricing, and capacity to serve the unique needs of Covington County School District students, including those in credit recovery, alternative programs, and English Learner populations. Evaluation will continue until a recommendation is presented to and accepted by the Covington County School Board.

Vendors must submit evidence demonstrating:

• Course alignment to Mississippi College- and Career-Readiness Standards

• A complete list of MOCA-approved courses with MOCA codes

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• System capacity for credit recovery, full virtual coursework, and alternative school use

• Accessibility supports for English Learners and students with disabilities

• Clear and reasonable pricing structure

• Documented technical support and staff training

More than one vendor may be selected at the discretion of the District to ensure flexibility and comprehensive service options. CCSD reserves the right to negotiate pricing to ensure cost reasonableness and compliance with state and federal procurement requirements.

To be considered for recommendation, vendors must receive an average score of at least 85 points on the published evaluation rubric.

Service Delivery:

The selected vendor will provide a fully online, standards-aligned digital courseware solution designed to support flexible credit recovery and virtual instruction across a range of settings, including traditional schools, alternative programs, and after-school or summer learning.

The solution must include:

• MOCA-approved courses aligned to the Mississippi College- and Career-Readiness

Standards

• Instructional content that supports both original credit and credit recovery, with integrated pre-assessments, adaptive pacing, and mastery-based progression

• Built-in accessibility tools for English Learners, students with disabilities, and newcomers, including read-aloud functions, simplified language options, and multilingual interface elements

• Support for asynchronous instruction, with optional teacher-facilitated features where applicable

• Secure, browser-based student access from school-issued devices without the need for additional software

The platform must also provide:

• Administrative tools for assigning courses, monitoring progress, and managing user roles

• Real-time dashboards for school and district personnel to track pacing, completion, and usage

• Initial onboarding and training for staff, with ongoing technical support for both educators and students

All instructional services will be delivered via the vendor’s platform. Any professional development, live onboarding, or training sessions must be coordinated with the Director of Federal Programs and Director of Curriculum.

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Evaluation and Progress Monitoring Requirements:

Selected vendors are required to evaluate the effectiveness of services at least three times during the contract period:

• Beginning-of-Year Report: due by October 30, 2025

• Mid-Year Report: due by February 15, 2026

• End-of-Year Report: due by May 30, 2026

Each evaluation must include the following components:

• Student usage and engagement metrics, including logins, course completion rates, and time-on-task data

• Credit recovery success rates, including percentage of students who regained credit by subject

• Platform accessibility and performance (e.g., uptime, tech issues, support response times)

• Disaggregated data by subgroup, including English Learners, students with disabilities, and alternative school placements

• Summary of staff usage and monitoring, including login activity and dashboard use by teachers or counselors

• Analysis of effectiveness for different delivery models (in-school, after-school, summer, or alternative settings)

• Recommendations for improvement and next steps based on implementation results

Vendors must submit reports to the Director of Federal Programs, Curriculum Director, and relevant school principals. The District reserves the right to request additional data or evidence of implementation fidelity throughout the contract period.

Evaluation reports must be submitted to the Director of Federal Programs and retained for compliance monitoring in accordance with federal documentation standards under 2 CFR §§ 200.328 and 200.329.

Cost for services

Vendors must submit a detailed pricing proposal that clearly identifies the total cost of services for the 2025–2026 school year. The proposal must include all fees associated with implementation, access, training, support, and ongoing use. No additional charges will be accepted outside of those specified in the submitted proposal.

Because pricing structures may vary (e.g., per student, per course, per site license), vendors are required to provide a clear cost summary on the BID Form.

Vendors must clearly identify whether pricing includes:

• Unlimited course access

• Seat time limits or course caps

• Limits on concurrent users

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• License transferability (e.g., if a student drops out)

Proposals that do not provide a clear cost structure may be considered noncompliant and disqualified from evaluation.

Multi-Year Contract Option

The District may, at its discretion, enter into a contract resulting from this RFP for an initial term not to exceed one year, with the option to renew annually for up to two (2) additional years. Renewals shall be based on continued need, satisfactory performance, and availability of federal or state funding.

Timeline

Milestone Date Request for Proposals Advertisement #1 May 21, 2025 Request for Proposals Advertisement #2 May 28, 2025 Deadline for Questions and Clarification May 28, 2025 9:00 a.m.

Deadline for Proposals June 2, 2025 11:00 a.m.

Request Board Approval of Selected Vendor(s)

June 9, 2025

Notification of Award June 12, 2025 Project Start Date July 1, 2025 Project Completion Date June 30, 2026

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Required Components of Proposal

To be eligible for evaluation, each proposal must include the following components in the order listed below. Incomplete submissions or proposals that fail to meet formatting and content requirements may be deemed noncompliant.

1. Cover Sheet Include the company name, primary point of contact, business address, phone number, and email address.

2. Platform Overview and Service Description Provide a detailed description of the proposed digital courseware platform, including credit recovery and full-course features, access model, and instructional design.

Describe how the solution addresses the needs outlined in the Scope of Work, including use in alternative settings.

3. Course Catalog with MOCA Codes Include a current list of all Mississippi Online Course Approval (MOCA)-approved courses intended for use during the 2025–2026 school year, with MOCA codes clearly identified.

4. Instructional Goals and Standards Alignment Describe the goals and objectives of the proposed services, how the program reflects best practices, and how it aligns with Mississippi College- and Career-Readiness Standards, graduation requirements, and national instructional frameworks. Include a brief note on the sustainability of the solution beyond the initial contract period.

5. Evidence-Based Research and Effectiveness Cite supporting evidence for the program’s effectiveness. Include studies, evaluation data, or third-party research demonstrating positive outcomes, preferably including data from Mississippi districts. Identify the ESSA evidence tier, if applicable.

6. Monitoring, Evaluation, and Internal Quality Assurance Respond to the following prompts:

o How will you evaluate the effectiveness of your services throughout the contract period?

o What internal processes are in place to monitor fidelity of implementation?

o When and how do you make mid-course corrections if targets are not being met?

o How will progress, challenges, or implementation data be communicated to the district?

7. Technical Support and Complaint Resolution Outline how user issues or complaints are addressed, including response timelines and escalation procedures. Describe how resolutions are communicated to school or district staff.

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8. Compliance Assurance Statement Provide a statement affirming compliance with:

o Local ordinances and Mississippi Code § 31-7-13 o Federal procurement standards (EDGAR, 2 CFR Part 200) o FERPA, CIPA, data privacy and security o Accessibility requirements (e.g., screen reader compatibility, multilingual tools) o Required licenses, taxes, and insurance coverage

9. Implementation Plan Include an overview of how services will be implemented, including onboarding, timeline for course availability, staff training, and integration with district platforms (if applicable).

10. Experience and References Attach a company résumé or profile summarizing your experience providing digital curriculum services in K–12 settings. Include at least three references, with names, titles, and contact information (preferably from districts with similar demographics or needs).

Required Attachments Checklist. Submit them in this order:

1. Cover Sheet with Company Name and Contact Information

2. Vendor Response Form (Certification and Price Guarantee)

3. BID Form

4. Narrative Response to Scope of Services addressing Scope of Work and

Required Components

5. Conflict of Interest/UEI/DUNS

6. Anti-Lobbying Certification (signed)

7. Code of Conduct Form (signed)

8. Signed Addendum(s) to the Contract (if any)

9. Proposal Response including Implementation Plan, Platform Description, and MOCA Course List

10. Evidence-Based Research (including Mississippi-specific data, if available)

11. Resume or Organizational Profile and Three Educational References

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Copies of the request for proposal will be available on www.centralbidding.com and www.covingtoncountyschools.org . All proposals must be hand-delivered, mailed, or submitted on www.centralbidding.com by June 2, 2025 by 11:00 a.m.

Attention: Candace Henderson

108 Main Street Collins, MS 39428

All hardcopy submissions must be sealed and clearly marked as stated below.

BID #: 252603

Description: Digital Curricula and Credit Recovery 2025-2026

No proposal will be accepted via email. Submitting via email will disqualify the vendor from selection.

All questions or requests for clarification regarding this RFP must be submitted via email only to:

Candace Henderson

Email: chenderson@covingtoncountyschools.org

Questions must be received no later than 9:00 AM (CST) on May 28, 2025.

Responses to all questions will be compiled into a Frequently Asked Questions (FAQ) document, which will be posted alongside the bid documents on May 29, 2025.

To ensure a fair and transparent process, no individual responses will be provided. All vendors are responsible for reviewing the FAQ document prior to bid submission.

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Digital Curricula & Credit Recovery (RFP #252603) 2025-2026

Vendor Response Form

Section 1 – Certification of Bid Conditions

This is to certify that _______________________________ accepts the conditions of this (Name of Firm) Official bid process in submitting our sealed, competitive bid for the items outlined under the specifications section of this proposal.

Section 2 – Proposal Price Guarantee

We propose to furnish and deliver the services/commodities as listed in the proposal form according to your specifications.

These prices are guaranteed until June 30, 2028.

We further agree not to request permission to withdraw our bid after bids have been opened.

This proposal consists of Proposal Forms, Conditions, and Specifications. We understand that each form is to be signed as required and unless this has been done, our bids may be considered incomplete and rejected.

Company Name: ___________________________________________________________

Authorized Representative (Printed): ___________________________________________

Signature: ____________________________________________ Date: _______________

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BID FORM

Please complete the pricing information below. The structure is designed to allow for comparison across vendors. If your pricing model differs, include it as an attachment in addition to this form.

Item Cost per Unit Full course access (Core, electives, original credit, etc) (per student) $______________ Credit recovery course access (per student or course) $______________ Teacher/admin access and monitoring tools (per site or per user) $______________ Training or onboarding fees (flat rate or per session) $______________ Technical support (if separately billed)

Other services or add-ons (specify) $____________

(*Costs are requested in this format to allow consistent comparison across proposals. If your pricing model differs, you must include your full pricing explanation as a supplemental attachment.)

Name of Company

Name (printed)

Signature Date

Superintendent’s Signature Date

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Conflict of Interest Questionnaire

Name of the vendor: _____________________________

1. Please list any individuals employed by Covington County Schools that are relatives of employees that work for your company:

2. Are any of the employees mentioned above receiving or likely to receive taxable income or other donations, incentives, or gifts from the vendor?

3. Is the vendor receiving or likely to receive taxable income or other donations, incentives, or gifts from the school district?

UEI Number

Debarment and Suspension (Executive Orders 12549 and 12689) – A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Available at https://sam.gov/SAM/##1

Please list the:

Vendor’s DUN’S/UEI #: ________________________________

Vendor’s Name (as listed on sams.gov): ___________________________ https://sam.gov/SAM/

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ANTI-LOBBYING CERTIFICATION

Disclosure Regarding Payments to Influence Certain Federal Transactions

______________________ (Date)

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer of employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering this transaction imposed by section 1352, title 31, U.S.

Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Firm: ________________________________

Signature ________________________________

Printed Name ________________________________

Title ________________________________

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Code of Conduct for All Professional Development Consultant/Trainers/Presenters/Speakers

Ethical Conduct

CCSD believes that the “behavior that is regarded as ethical is described as beneficial to everyone involved, truthful and accurate and based on a commitment to doing one’s duty, keeping promises and not causing harm.” To this end, our code of conduct is the concrete expression of these beliefs in day-to-day interchanges between professional development providers, district/school leaders and teachers/staff being trained.

• Do no harm. Providers shall only enhance the professional development program already in place.

• Report any abuse of students, staff, and resources to the building supervisor immediately. Even if the abuse is suspected it is incumbent upon any presenter to make sure the abuse is reported.

• Providers may not suggest (advertise or sell) any new name brand program to teachers/schools but may work in conjunction with the programs already in place in the school system during any training sessions. If they are in the district to train how to use a product that has been purchased, they are not allowed to sell or push any other product during requested training sessions. Suggestions to purchase other products can ONLY be made to the central office staff to prevent any miscommunication about products currently being used.

• Providers must describe to their clients the content and methods required to achieve agreed upon program goals, including the school and classroom follow-up processes needed to improve teachers’, content knowledge and instructional skills verbally and in writing. Entrance conferences need to be scheduled with the administrative parties involved with the trainings, as well as exit conferences. In addition, written reports of what the goals of the visit were, how those goals were achieved, and the outcomes of the training need to be transmitted through reports emailed to the administrators within three business days of the training.

• Staff development providers do not offer any compensation, gratuities or favors to staff development leaders that may directly or indirectly affect staff development leaders’ judgments about contracting for services with providers.

• All information shared or gathered by a presenter about Covington County School District is confidential and cannot be shared with outside parties without express written consent of the school district.

• All consultants/trainers/presenters/speakers are expected to follow the Mississippi Department of Education’s Code of Ethics as is applicable to their role. All interactions with students, staff and parents are expected to be wholesome and appropriate for the situation. Consultants/trainers/presenters/speakers can never be left alone with any students because they are not employed to supervise students; their primary role is to

16 | P a g e present information to further develop students, teachers, administrators, or parent’s knowledge of pedagogy and curriculum (unless a MOU or contract specifies otherwise).

• All service providers are asked to declare the way in which their company ensures that consultants/trainers/presenters/speakers are fit to work with teachers, staff, students and parents (i.e. Background checks, training programs, etc.)

• Coarse language, inappropriate dress, or expression of personal political or religious beliefs will not be permitted.

• Before presenting in any capacity with Covington County School District, all consultants/trainers/presenters/speakers are expected to have a signed Code of Conduct on file with the district.

By signing, I am certifying that I have read and understand Covington County School District’s Code of Conduct for consultants/presenters/trainers/speakers. I will comply with the Code of Conduct when I present with Covington County School District.

Presenter’s Name (Printed)

Presenter’s Signature

Date

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Proposal Evaluation and Selection Criteria

Vendor Name:

EVALUATION/SELECTION CRITERIA POSSIBLE

POINTS

ASSIGNED

POINTS

Proposal meets all specifications as stated in the RFP

(including formatting, organization, required attachments)

Platform functionality: alignment to MS standards, MOCA-approved course list, credit recovery and virtual options, EL/SpEd supports

Evidence-based research and documentation of effectiveness, including Mississippi-specific data 15

Cost reasonableness and transparency (based on required cost summary format)

Implementation plan, training, and technical support structure 15

Previous experience working with K–12 districts and quality of references 10

Compliance with all federal and state laws (FERPA, EDGAR, MS Code, etc.) 5

TOTAL 100

The above evaluation is a true representation of submitted proposals based on a singular request for services/products.

Evaluator Signature: _______________________________________ Date: _______________

Evaluator Print Name: _______________________________________________

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ADDENDUM TO THE CONTRACT WITH [COMPANY NAME] EFFECTIVE

AS OF THE EFFECTIVE DATE OF THE CONTRACT DESCRIBED HEREIN

This Addendum constitutes an amendment to and will supersede any conflicting provisions contained in the contract between the Covington County School District, a Mississippi political subdivision, (“District”), and [COMPANY NAME] (“Vendor”) pertaining to the provision of digital curriculum and credit recovery services (the “Contract”). The parties hereby incorporate and include this Addendum into the Contract, and it forms and constitutes a part of the Contract.

Notwithstanding anything to the contrary contained in the Contract or any other supplemental terms thereto, the terms of this Addendum shall control. If language contained in the Contract purports to supersede this Addendum or to exclude this Addendum from being part of the entire Contract, such language in the Contract is hereby voided by evidence of this Addendum being signed by the Vendor and the District.

The Vendor agrees to strictly comply with, and not violate, any or all of provisions included in this Addendum.

1. The District is a governing authority and political subdivision of the State of Mississippi, with sovereign immunity as modified by Mississippi Code Section 11-46-1 et. seq. (Mississippi Torts Claims Act), as amended, and the Mississippi Constitution — Article 4. Section 100, and any action against the District will be followed in accordance with and subject to the limitations contained therein and the District does not waive any of the rights contained therein or interpreted by the Mississippi Attorney General's office. Currently, the limits are $500,000 with no punitive damages. Vendor acknowledges that the District does not waive, relinquish, or forfeit any of the rights, benefits, protections, guaranties or prohibitions that may be provided under any law, statute, regulation or policy. Vendor recognizes that the District, as a governing authority of the State of Mississippi, enters into the Contract only to the extent authorized by Mississippi Law.

2. The District is subject only to the jurisdiction of the State of Mississippi and federal courts and the District and Vendor agree that any action between the District and Vendor arising out of or related to this Contract shall be brought exclusively in state and federal courts located in Mississippi, as Mississippi law will be applied in all aspects. Accordingly, any provisions attempting to apply the laws of any other state other than the State of Mississippi are hereby deleted. The Contract is governed and controlled by all applicable laws, ordinances, rules, and regulations of the State of Mississippi.

3. Any indemnification clause requiring the District to indemnify Vendor shall not be enforceable against the District and is hereby voided and replaced with the following:

Vendor shall indemnify, defend and hold harmless District, its trustees, officers, employees and insurers (collectively “Indemnitees”) against and from any and all claims on account of injury, body or personal, to or death of persons, damage to or destruction of property belonging to District and/or Indemnitees attributable to performance by Vendor of the digital services, software, access platforms, or related technical support furnished pursuant to the Contract. Vendor may not settle any such claim without the written approval of the District.

The settlement of any claim on behalf of the District may not be made unless District is fully and finally released and discharged from any claim. In no event, whether, as a result of

19 | P a g e breach of contract, tort (including negligence), or for any claim at law or equity or otherwise shall District be liable for any consequential, incidental, special, punitive, or liquidated damages.

4. Any provisions pertaining to limitations of liabilities of Vendor in the Contract shall not be enforceable against the District and are deleted.

5. Any provisions pertaining to the attorney’s fees, collection costs and or liquidated damages to be paid by the District in the Contract are deleted.

6. Any provisions of the Contract that lower or modify any statute of limitation that provide the time within which the District may pursue legal action against Vendor or that otherwise limits the time for the District to pursue legal action against the Vendor, other than as may be limited by a statute of limitation, shall not be enforceable against the District and are deleted.

7. Any provisions providing Vendor exclusive control over litigation shall not be enforceable against the District and is deleted and the District does not agree that the Vendor may represent, prosecute or defend legal actions in the name of the District without the express written approval of the District.

8. Each and every provision in the Contract that seeks to disclaim, waive or limit warranties of any type including, but not limited to, warranty of merchantability, warranty of fitness for a particular purpose, common law warranty or statutory warranty are of no effect, shall not be enforceable against the District and are deleted.

9. Any limitation or exclusion of the type or amount of damages recoverable by the District against or from the Vendor based on negligence, strict liability, breach of contract, breach of warranty or on any other basis of law or equity or otherwise are of no effect, shall not be enforceable against the District and are hereby deleted. Furthermore, the Vendor assumes no liability for the actions of the Vendor or of any third party.

10. Any clause contained in the Contract requiring the District to submit to binding arbitration shall not be enforceable against the District and is hereby deleted.

11. It is the intent of both parties that the Contract will be performed in compliance with all applicable statutes, rules, and regulations as promulgated by federal and state agencies or legislative authorities having jurisdiction over the parties.

12. The District shall not be subject to the terms and provisions contained in the Contract that may seek to waive its right to a jury trial and any such term(s) requiring the same shall be deemed to be of no force or effect as against the District and shall not be enforceable against the District.

13. This Addendum, any other documents or writings which it accompanies, or to which it is attached (as amended by this Addendum), the Contract and any other documents which may be incorporated therein by reference, constitute the entire agreement of the parties with respect to the subject matter herein. Any other contracts, agreements or understandings, whether written or oral, are hereby superseded. The Contract, the terms of this Addendum and any other documents or writings which it accompanies or to which it is attached (as amended by Addendum), shall solely govern the rights and obligations of the parties with respect to the

20 | P a g e subject matter herein. Any modification to the Contract shall only be effective if it is in writing and signed by both parties. If there is a conflict between the terms of this Addendum or the Contract and any other document or writing to which it accompanies, then the terms of this Addendum will control even if there is language contrary contained in the Contract of such other document or writing.

14. It is agreed by both parties that the Contract and any other subsequent contracts and this

Addendum and any other addendums including amendments thereto are subject to approval by the District's Board of Trustees and any subsequent contracts or addendums including amendments to this Contract and/or Addendum thereto will become effective only if approved by the Board of Trustees of the District and by Vendor and are executed by the Vendor and District.

15. It is understood by the parties that Vendor is an independent contractor and not an employee or agent of the District. Vendor understands and agrees that neither it nor its employees performing work or services hereunder shall be entitled to any of the rights, pay or fringe benefits, medical insurance coverages, or compensation benefits of the District. The Vendor is responsible for keeping its own workers' compensation coverage in effect at all times.

16. Vendor, its affiliates and/or subcontractors shall indemnify, defend and hold District and its trustees, employees, agents and representatives harmless against and from any and all liability, claims and damages of any type or amount resulting from the wrongful disclosure of Confidential Information by Vendor and/or its affiliates, subcontractors, and/or partners.

17. The Vendor shall maintain the confidentiality of any records, documents, information, and material obtained from the District (“Confidential Information”) in compliance with all applicable state and federal privacy laws, including but not limited to the Family Educational Rights and Privacy Act (FERPA) (34 CFR §99) and the Health Insurance Portability and Accountability Act (HIPAA) (45 CFR Parts 160 and 164).

Confidential Information includes, without limitation, all medical, psychological, educational, and student records. Vendor shall not disclose any Confidential Information to any third party without the prior written consent of the District, and any disclosure must be in full compliance with applicable law.

Vendor agrees to use Confidential Information solely for the purposes described in the Contract and to safeguard such information in a commercially reasonable manner consistent with industry standards. Vendor and any subcontractors or affiliates shall return or destroy all Confidential Information within fifteen (15) days of the termination or expiration of the Contract, and, if destroyed, shall certify such destruction to the District in writing.

In the event of unauthorized disclosure, Vendor shall indemnify, defend, and hold harmless the District, its trustees, employees, agents, and representatives from any and all liability, claims, or damages resulting from the Vendor’s or its subcontractors’ or affiliates’ failure to protect or properly manage Confidential Information.

Vendor further agrees to comply with the Children’s Internet Protection Act (CIPA) where applicable to digital content access and filtering requirements.

All student performance data and user records remain the sole property of the District. Vendor

21 | P a g e shall not use this data for any purpose beyond the scope of this agreement without prior written consent.

18. In accordance with 2 CFR § 200.305(b)(7) and Mississippi Code § 31-7-305, the District is prohibited from making advance payments for services. All payments shall be made only after the receipt of services and proper invoicing. Proposals that include prepayment requirements will be considered noncompliant.

The District will process payments to the Vendor no later than forty-five (45) days after receipt of a valid invoice and the receipt, inspection, and approval of the Vendor’s goods, work, or services — whichever is later. Invoices must include the District-issued purchase order (PO) number to ensure timely processing.

The District will not be responsible for late charges or interest unless explicitly authorized under Mississippi law. Additionally, the District is exempt from Mississippi state sales and use tax and will not pay excise, personal property, income, value-added, or other similar taxes.

Invoices must also reflect the number of active users, courses accessed, or license terms applicable to the billing cycle, as applicable.

19. The District reserves the right to terminate the resulting agreement at any time with thirty (30) days’ written notice, with or without cause. In the event of termination due to lack of funding, the District shall not be liable for payment beyond the effective termination date. In the event of termination of the Agreement by Vendor or District, the price to be paid by the District shall be prorated as of the effective date of termination and if any prepayment has been made by District, the District shall be refunded the portion paid for the unexpired term.

20. The continuation of this Agreement is contingent upon the appropriation of funds to fulfill the requirements of the Agreement by the Mississippi State Legislature, the federal government or other budgeting authority and the receipt of state and/or federal funds. If the Mississippi State Legislature or the federal government or other budgeting authority fails to appropriate sufficient funds to provide for the continuation of this Contract, this Agreement shall terminate on the last day of the fiscal year for which appropriations were made. The termination shall be without penalty or expense to the Customer of any kind whatsoever, except as to the portions of payments for which funds were appropriated.

EFFECTIVE: July 1, 2025

Covington County School District [COMPANY NAME]

By: By: _______________________

Name: Name: _____

Title: Title: _________________

Date: _ Date: _______________________