3-RFP 120126 Attachment E Services Agreement.pdf

ROCHESTER PUBLIC SCHOOLS RFP #120126 | Attachment E: Services Agreement

ATTACHMENT E

Services Agreement Fall School Photography and Student ID Services | RFP #120126

Form of agreement. The District will complete the bracketed items with the selected Proposer after award. Proposers should not sign or submit this form; requested changes must be raised through Bonfire Messages by the questions deadline (RFP Section 5.4).

This Services Agreement (the "Agreement") is made between Independent School District No. 535, Rochester Public Schools, 615 7th Street SW, Rochester, Minnesota 55902 (the "District"), and [Vendor legal name], [address] (the "Vendor"), effective on the date of the last signature below.

1. AWARD AND PURPOSE

The District issued Request for Proposal #120126, Fall School Photography and Student ID Services (the "RFP"), through Euna Procurement (Bonfire). The Vendor submitted a proposal dated [date] and was selected for award. This Agreement sets the terms under which the Vendor will provide the services.

2. CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE

The following documents form the contract and are incorporated by reference as if fully set out in this Agreement. If they conflict, they govern in this order:

1. This Agreement, including the RFP Section 7 terms incorporated in Section 5 below;

2. All addenda issued for the RFP;

3. The RFP, including Section 3 (Scope of Services), Section 4 (Cost Proposal), and Attachments C and D; and

4. The Vendor's proposal, including Attachment A, Attachment B, the Price Form, the renewal price caps, and the family price list, except for any exception the District did not accept in writing.

No Vendor form, order form, website term, click-through agreement, or invoice term applies to the District unless the District signs it as a written amendment to this Agreement.

3. SERVICES

The Vendor will provide all services in RFP Section 3 at every District site for the full term, including Picture Day, Retake Day, and Make-Up Day services; family communication, ordering, and payment; product guarantee and delivery; student identification cards and ID card stations; data integration with the District's student information system; school and staff deliverables; account management; and the performance standards in RFP Section 3.9. The no-cost services the Vendor listed in its response to Attachment B, Part 3, Question 3B are contract requirements.

4. TERM, RENEWAL, AND COMPENSATION

The term is July 1, 2027 through June 30, 2029. The District may renew for up to two (2) additional one-year terms by written notice at least ninety (90) days before the term ends, for a maximum term ending June 30, 2031 (RFP Section 7.2).

The District pays the Vendor nothing under this Agreement. The Vendor's sole compensation is revenue from sales to families and staff at the prices in Exhibit A, which are the same at every District site. The District receives no commission or rebate. Prices may change only as allowed in RFP Section 7.3.

5. TERMS INCORPORATED FROM RFP SECTION 7

RFP Sections 7.3 through 7.9 are incorporated into and made part of this Agreement, including:

RFP Section Subject

7.3 Pricing: firm prices, renewal increase caps, price reductions, and site changes

7.4 Insurance and indemnification

7.5 Student data

7.6 Background checks

7.7 Ownership of images

7.8 Termination and transition

7.9 Other terms: independent contractor, assignment, nondiscrimination, records and audit, sales tax, use of District name, damage, force majeure, changes in law, governing law and venue

6. GOVERNMENT DATA AND STUDENT PRIVACY

Under Minn. Stat. § 13.05, subd. 11, all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Agreement are subject to the Minnesota Government Data Practices Act, Minn. Stat. Chapter 13, as if the Vendor were a government entity, and the Vendor must comply with those requirements. The Vendor is designated a school official with a legitimate educational interest under FERPA (34 C.F.R. Part 99) only to perform this Agreement, and will comply with Minn. Stat. § 13.32 and RFP Section 7.5. The Vendor may not receive student data until this Agreement is signed and the Vendor has provided its data security contact in Section 9.

7. INSURANCE

Before this Agreement is signed and at each renewal, the Vendor will provide certificates of insurance meeting RFP Section 7.4, naming the District as additional insured where required. The Vendor's certificates are attached as Exhibit B.

8. KEY PERSONNEL

The Vendor's Account Manager is [name] and its Data and Technical Lead is [name]. The Vendor will not replace either person without the District's written approval and will give written notice of any change within five (5) business days (RFP Section 3.8.1).

9. NOTICES

Notices must be in writing and delivered by email with confirmation or by U.S. mail to:

District Vendor

Purchasing Department Rochester Public Schools 3935 Highway 14 East Rochester, MN 55904 Purchasing@rochesterschools.org

[Name and title] [Address] [Email] Data security contact: [name, email, phone]

10. ENTIRE AGREEMENT, AMENDMENTS, AND SURVIVAL

This Agreement, with the documents in Section 2, is the entire agreement of the parties. It may be amended only in writing signed by both parties. Electronic signatures and counterparts are valid. Each person signing below is authorized to bind the party for which they sign.

Section 6 of this Agreement and RFP Sections 7.4 (insurance and indemnification), 7.5 (student data), 7.7 (ownership of images), and 7.9 (records and audit) survive expiration or termination of this Agreement.

EXHIBITS

Exhibit A. Required Package prices and renewal price caps (Vendor's Price Form) and family price list Exhibit B. Certificates of insurance

SIGNATURES

INDEPENDENT SCHOOL DISTRICT NO. 535 [VENDOR LEGAL NAME]

By: ________________________________ By: ________________________________

Name: [Authorized signer] Name: ______________________________

Title: [Finance Director or authorized designee] Title: _______________________________

Date: ______________________________ Date: _______________________________