Note: Areas highlighted in yellow need to be completed specific to the contract. These areas should be updated with appropriate information;

the highlighting and any comments should be removed.

AGREEMENT BETWEEN

ATLANTA INDEPENDENT SCHOOL SYSTEM

AND

(insert full legal name of contractor)

FOR

(Insert Product/Services Name)

Atlanta Public Schools (Insert Contractor name)

Rev. 4/30/25

STATE OF GEORGIA

COUNTY OF FULTON

This Agreement (“Agreement”) is made and entered into by and between the Atlanta Independent School System a/k/a the Atlanta Public Schools, an independent school system chartered under the laws of the state of Georgia, having a headquarters at 130 Trinity Avenue, S.W., Atlanta, GA 30303 (hereinafter referred to as "APS") and __________________ (insert full legal name of contractor) a company organized and existing under the laws of the state of [__________] located at _______________________(insert contractor's address) (hereinafter referred to as the "Contractor", and together with APS, the “Parties”, and each a “Party”).

WITNESSETH

WHEREAS, APS sought to procure the goods and/or services at issue in this Agreement; and

WHEREAS, Contractor submitted a proposal to APS for the provision of said goods and/or services; and

WHEREAS, the Executive Director of Procurement Services for APS recommended that Contractor be awarded a contract to provide said goods and/or services to APS through a _____________________________(insert nature of procurement: Solicitation type and number, sole/single source, emergency purchase, etc.); and

WHEREAS, at its meeting on ______________ (insert date) the Board of Education authorized this Agreement with Contractor (strike this section if unnecessary due to dollar amount).

NOW, THEREFORE, for and in consideration of the mutual agreements between the parties hereinafter contained, and for other good and valuable consideration, the parties hereto do agree as follows:

ARTICLE I. DEFINITIONS

1.1 Contract Documents. The following documents are incorporated into this Agreement by reference: (update list as needed)

a. This Agreement;

b. The APS Data Security Exhibit (Exhibit A)(only necessary if product/services requires sharing

APS student or employee data or access to systems that house it, strike if unnecessary);

c. The APS Procurement Documents (sole or single source documentation, emergency purchase documentation, etc.) (Exhibit B);

d. Contractor’s Documents, including the required Scope of Services and any pricing, Statement of Work, Payment and Payment Terms Schedule, and any other Contractor Documents, such as a Master Services Agreement, Privacy Policy, Terms and Conditions, Terms of Use, End User Agreements, or other documents Contactor wishes to form part of this Agreement; (Exhibit C) (collectively known as the “Contractor Documents”);

e. Cost/Price Proposal (Exhibit D);

f. Board Authorization Report No. ___________, dated _______________ (insert board item number and date) (strike if unnecessary due to dollar amount) (Exhibit E);

g. E-Verify Documents (Exhibit F).

This Agreement together with the aforementioned documents collectively form the Contract. All prior and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. APS shall not be bound by any additional terms and conditions, including but not limited to, terms and conditions related to any provided service or good, limitations of the Contractor's liability or any other third party's liability, limitation of warranties, packaging, invoices, service catalog, brochure, technical data sheet, electronic disclosures, electronic agreements, or other documents which attempts to impose any conditions at variance with or in addition to the terms and conditions of this Contract.

1.2 Inconsistency. Any inconsistency or conflict among the specific provisions of this Agreement and the other Contract Documents shall be resolved as follows:

a. First, by giving preference to the specific provisions of this Agreement;

b. Second, by giving preference to the specific provisions of the APS Digital Services Agreement, attached hereto as Exhibit A;

c. Third, by giving preference to the specific provisions of APS Procurement Documents, attached hereto as Exhibit B; and

d. Fourth, by giving preference to the specific provisions of Contractor Documents, attached hereto as Exhibit C and D.

ARTICLE II. SCOPE OF CONTRACT

2.1 Goods or Services. Contractor will provide, and APS hereby engages Contractor for the purpose of providing __________________ (insert name or general description of goods/services to be provided) to APS in accordance with the Scope of Services included in Contractor's Documents as Exhibit C dated _______ __, 20__ .

2.2 Scope of Services. Contractor will provide the goods and/or services to APS in the manner defined in Contractor’s Scope of Services attached hereto as Exhibit C and incorporated herein by reference.

ARTICLE III. TERM. The term of this Contract is as follows:

3.1 Initial Term. The performance period for this contract is one (1) year, subject however to paragraph 3.2 and Article VII below. Contract performance shall begin on _____ __, 20__. (insert state date for contract)

3.2 Optional Renewal Terms. In addition to the base period of one (1) year, there are ________(_) (insert number of renewals) one-year optional renewal terms (each a "Renewal Term") to be exercised at the sole discretion of APS.

3.3 O.C.G.A. § 20-2-506 Compliance. Additionally, as required by O.C.G.A. § 20-2-506, this Contract shall terminate absolutely and without further obligation on the part of APS at the close of the calendar year in which it was executed and at the close of each succeeding calendar year for which it may be renewed, unless earlier terminated as provided in this Agreement or renewed as provided herein. During the Term, this Contract will be automatically renewed for the following calendar year unless this Contract is terminated in accordance with the provisions of Article VII herein below.

3.4 Same Terms. Unless mutually agreed upon in writing by the parties, or otherwise indicated herein, all provisions and conditions of any Subsequent or Renewal Term shall be exactly the same as those contained within in this Contract.

3.5 Contract Extension. In the event that this Standard Contract shall terminate or be likely to terminate prior to the making of an award for a new contract for the identified goods and services, APS may, with the written consent of Contractor, extend this Contract for such period as may be necessary to afford APS a continuous supply of the identified goods and services.

ARTICLE IV. CONTRACTOR SERVICES AND RESPONSIBILITIES

4.1 Performance. Contractor by the execution of this Agreement, acknowledges that it is possesses that degree of care, learning, skill, and ability which is ordinarily possessed by other members of its profession and further represents that in the performance of the services herein set forth it will exercise such degree of care, learning, skill and ability as is ordinarily employed by Contractor under similar conditions and like circumstances and shall perform such duties without neglect and shall be liable for failure to exercise such degree of care, learning and ability. Any equipment, supplies, or materials used in the performance of this Contract shall be at the expense of the Contractor.

4.2 Contractor’s Responsibilities.

a. General. It is the Contractor’s responsibility to comply with all of the terms and conditions of this Contract. The Contractor is also expected to make every effort to support the mission and duties of APS.

b. Personnel and Staffing. Contractor is solely responsible for all matters concerning the recruitment, performance, and retention of Contractor’s personnel. Contractor must fully comply with all federal, state, and local laws/regulations regarding employment and immigration, including, but not limited to, nondiscrimination, compensation, taxation, and benefits.

c. Compliant Personnel. Contractor warrants that all persons assigned to perform the services under this Contract are either lawful employees of Contractor or lawful employees of a subcontractor authorized by APS. All of Contractor’s or any of subcontractor’s personnel shall comply with the confidentiality requirements of the Agreement and the security requirements of APS while on school property or at a school-related function. In the event that any of Contractor’s or subcontractor's personnel do not comply with such confidentiality and security requirements, APS may have the personnel removed from the premises. Contractor agrees that any obligation to provide health insurance to any individual employed, utilized or subcontracted by Contractor shall be the sole and exclusive responsibility of Contractor or the subcontractor of Contractor.

d. Qualified Personnel. Contractor warrants that all persons assigned to perform the services under this Contract are qualified to perform such Services. Personnel assigned by Contractor shall have all professional licenses required to perform the Services. If APS believes that the performance or conduct of any person employed or retained by Contractor to perform any Services hereunder is unsatisfactory for any reason or is not in compliance with the provisions of this Contract, APS shall notify Contractor in writing and Contractor shall promptly address the performance or conduct of such person, or, at the request of APS, immediately replace such person with another person acceptable to APS and with sufficient knowledge and expertise to perform the services in accordance with this Contract. Contractor warrants that an adequate number of appropriately qualified personnel will be employed and available to provide the services in accordance with the schedule and maintenance requirements set forth in the Contract.

e. No Improper Conflicts. Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee for Contractor to solicit or secure this Agreement; and that it has not paid or agreed to pay any person, company, association, corporation, individual or firm, other than a bona fide employee working for Contractor, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Contract. For the breach or violation of the above warranty and after notice, APS shall have the right to terminate this Agreement without liability and, at its discretion, to deduct from the Contract price or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration.

4.3 Warranties. APS does not waive, amend, or abridge any stated or implied contractual or warranty rights provided to APS under state or federal law. In addition, Contractor warrants and agrees as follows:

a. Any goods, applications, or software purchased or provided under this Contract will be defect free in design, materials, and workmanship, be of the quality, size, and dimensions ordered, be of first quality material and workmanship, merchantable, and fit for the purposes specified by APS and shall conform to all of APS requirements, as documented in the Scope of Services. This express warranty shall not be waived by reason of acceptance of the goods or payment thereof by APS.

b. Any services purchased under this Contract will be performed by Contractor according to its best efforts for the Term(s) of this Contract. This express warranty shall not be waived by reason of acceptance of the services or payment thereof by APS.

c. Contractor is fully aware of APS’ business requirements and intended uses of the goods, applications, software, processes, services, and products and warrants that such shall be fit for such intended uses.

d. Contractor represents and warrants that all the concepts, materials, applications, products, and services produced or provided to APS shall be wholly original with the Contractor or that the Contractor has secured all applicable interests, rights, licenses, permits, or other intellectual property rights in such concepts, materials, products, applications, and services. Contractor represents and warrants that the concepts, materials, applications, products, and services and APS’ use of same shall not infringe upon any other work, or violate the rights of publicity or privacy of, or constitute a libel or slander against, any person, firm, or corporation and that the concepts, materials, products, and services will not infringe upon the copyright, trademark, trade name, trade dress, patent, literary, dramatic, statutory, common law, or any other rights of any person, firm, or corporation or other entity. This express warranty shall not be waived by reason of acceptance of the goods or payment thereof by APS.

ARTICLE V. FINANCIAL ARRANGEMENTS

5.1 Compensation and Payment. APS shall pay Contractor for the satisfactory performance of the services and satisfactory delivery of the goods solicited, approved, and accepted under this Contract, the terms and rates set forth in the Contractor’s Documents.

5.2 Annual Costs. Contractor further acknowledges and agrees that the value of this Contract shall not exceed _____________ Dollars ($_______.00) annually; (Insert estimated annual expenditure) however, APS is under no obligation to solicit goods or services totaling this amount, and Contractor will only be paid for services rendered and good accepted.

5.3 Invoice Procedures. Contractor shall submit periodic invoices in triplicate detailing the services performed and the goods delivered, as applicable. APS shall make payments in accordance with APS Finance Department's payment procedures. Any delay in the approval of an invoice or any delay in the payment will not excuse failure-to-perform by Contractor. APS shall have fifteen (15) days to approve or disapprove an invoice. Once approved, APS will have thirty (30) days to pay any approved invoice. Contractor shall not impose any cancellation fees, late fees, or interest fees for payments not made by APS on time. APS will not pay any costs of collections incurred by Contractor.

5.4 Payments Withheld. APS may decline to approve an invoice and may withhold any payment, in whole or in part, to the extent necessary to reasonably protect APS from loss, because of any of the following:

a. Services not performed in accordance with the terms of this Contract and which have not been remedied in accordance with this Contract;

b. Contractor supplies APS with nonconforming goods and fails to cure the deficiency (at Contractor’s sole expense) to APS’ reasonable satisfaction in accordance with this Contract;

c. Persistent failure of Contractor to perform or provide its good or services in accordance with the contract schedule and the milestones established;

d. Liens filed by Contractor's sub-consultants or subcontractors or third party claims based on Contractor's failure to make payments for services performed or materials provided;

e. Failure of Contractor to make payments properly to its own sub-consultants or subcontractors for services performed or materials provided;

f. Damage to APS or to another contractor by Contractor;

g. Failure of Contractor to provide upon request by APS documentation sufficient to substantiate charges on any invoice submitted for payment; or

h. Breach of any warranties contained in this Agreement.

5.5 Final Payment. The acceptance of final payment shall, after the date of completion of the services and/or delivery of goods required under this Contract, constitute a release and a waiver of all claims by Contractor for payment for services and/or goods delivered under this Contract relating to or arising out of, in any way, this Agreement (and any amendments thereto) against the Board of Education of the City of Atlanta, Atlanta Public Schools, Atlanta Independent School System, and their respective agents, representatives, administrators, employees, officers, directors, attorneys, successors, and assigns of and from any and all claims, actions, or causes of actions, charges, damages, liabilities, responsibilities, demands, liens, judgments, or suits of any kind or nature whatsoever, whether in law or equity, for damages of every kind, character, or description, as well as all costs, expenses, including attorney fees and cost of litigation, compensation, consequential damages, or any other claim which Contractor has, may have, or claims to have in the future, whether known or unknown, relating to or arising out of in any way this Contract (and any amendments thereto) between APS and Contractor.

5.6 Accounting Records. All records of expenses pertaining to this Contract shall be kept on a sound accounting basis. Contractor shall maintain full and complete records and such records shall be available for review by APS or its authorized representative at mutually convenient times. All records must be maintained for a minimum of seven (7) years after the final payment by APS or until all litigation, claims, or audit findings involving the records have been resolved if such claim or audit is started before the expiration date of the three-year period. In addition, APS shall have the authority to audit any and all records pertinent or relative to the Contract, the Contractor's records, and any and all of its subcontractors' records pertinent or relative to the Contract, at any time for a period of at least three (3) years after close-out of the Contract and Contractor shall surrender such records upon request and provide access to APS and any reviewing agencies during such period.

5.7 Risk of Loss for Delivery of Goods. For all goods purchased by APS under this Agreement, Delivery shall be FOB destination, APS' place of business. Insurance during shipment and until the goods are accepted by APS is the responsibility of Contractor.

5.8 Rejection or Revocation of Acceptance of the Goods. All goods are subject to final inspection and acceptance within a reasonable time after delivery and the right to reject defective or non-conforming goods is reserved despite any prior inspection by APS.

ARTICLE VI. CONFIDENTIALITY AND SECURITY

6.1 Definition. Confidential information is defined as follows:

a. Any information about the APS or its business that is:

i. Stamped "Confidential"; or

ii. Identified in writing as confidential to Contractor or any of its representatives by or on behalf of APS at the time of or promptly following the information's written or oral disclosure;

b. All notes, analyses, compilations, studies, summaries, and other material (tangible or intangible), however documented, containing or based, in whole or in part, on any information described in subsection (a) above (collectively, the "Derivative Materials");

c. Any information that is excluded from disclosure by APS by the Georgia Open Records Act OCGA 50-18-70 et. seq. (“the Open Records Act”), including but not limited to, student educational records and information;

d. Despite any other provision in this Section, the failure by APS to identify information as Confidential Information is not an acknowledgement of admission by APS that the information is not confidential or a waiver by APS of any of its rights with respect to the information;

e. However, the term "Confidential Information" does not include information that Contractor demonstrates:

i. Was or becomes generally publicly available, other than as a result of a disclosure by Contractor or any if its Representatives in violation of this Agreement.

ii. Is in the lawful possession of the Recipient or any of it is Representatives prior to its disclosure by or on behalf of APS or any of its Representatives; or

iii. Was or becomes available to Contractor or any of its Representatives on a non-confidential basis prior to its disclosure by or on behalf of APS or its Representatives from a third party that to Contractor's knowledge after due inquiry is not bound by a similar duty of confidentiality (contractual, legal, fiduciary, or other).

6.2 Protection of Confidential Information. During and after the Term of this Contract, Contractor shall take all commercially reasonably measures necessary to keep the Confidential Information confidential, including, without limitation, all measures it takes to protect its confidential information of a similar nature. Without limiting the effect of the preceding sentence, Contractor will take commercially reasonable actions, legal or otherwise, necessary to cause its Representatives to comply with the provisions of this Agreement and to prevent any disclosure of the Confidential Information by any of them. Contractor shall further protect APS Student and Employee Data as required by Exhibit A.

6.3 Unauthorized Disclosure. Contractor shall give prompt written notice to APS of any unauthorized use or disclosure of the Confidential Information. Contractor shall assist APS in remedying each unauthorized use of disclosure. Giving assistance does not waive any breach of this Section by Contractor, nor does acceptance of the assistance constitute a waiver of any breach of this Section.

6.4 Breach of Confidentiality. Contractor acknowledges and agrees that an award of money damages is inadequate for any breach of this Section by Contractor, or any of its respective agents, representatives, administrators, employees, officers, directors, attorneys, successors, and assigns; and that any breach causes APS irreparable harm. Therefore, in the event of any breach or threatened breach of this Section by Contractor or any of its Representatives, APS is entitled to equitable relief, including injunctive relief and specific performance, without proof of actual damages and without the posting of a bond.

6.5 Georgia Public Records. Contractor understands and agrees that APS must comply with the Open Records Act and release public documents as defined by the Open Records Act upon request, including this Agreement and all records created and maintained in relation to this Agreement, unless otherwise exempt under other provisions of the Open Records Act.

Contractor understands and agrees that APS will respond to requests under the Open Records Act at its discretion. Contractor shall assist APS in compliance with all provisions of the Open Records Act and make records pertaining to the performance of services or functions under this Contract available to APS at the request of APS. If Contractor asserts that any information in its response or in any information provided to APS with respect to the services or products under this Agreement are a protectable trade secret, as that term is defined in O.C.G.A. § 10-1- 761, then Contractor must follow the requirements of the Act set forth at O.C.G.A. § 50-18-

72(a)(34) and submit an affidavit declaring and specifically describing their trade secrets, including those of their subcontractor.

ARTICLE VII. TERMINATION. This Agreement may be terminated as follows (in addition to the termination provisions set forth in the Solicitation, if any):

7.1 Termination Without Cause

a. APS may, at any time upon thirty (30) days’ prior written notice to Contractor, terminate (without prejudice to any right or remedy of APS) the whole or any portion of this Contract for the convenience of APS. If APS terminates the whole or any portion of this Contract at APS' convenience, then APS shall only be liable to Contractor for the goods and/or services satisfactorily provided and or performed by Contractor up to the date of termination.

b. APS may terminate the agreement pursuant to O.C.G.A. § 20-2-506, APS by providing Contractor with at least thirty (30) days’ notice prior to the end of each calendar year during the term of this Agreement.

c. Further and pursuant to O.C.G.A. § 20-2-506, in the event appropriated funds are determined no longer to exist or to be insufficient for purposes of fulfilling APS’s obligations hereunder, APS may terminate this Agreement by providing at least fifteen (15) days’ written notice of termination to the Contractor. Notice of termination shall include a certification by APS of the unavailability or insufficiency of funding, and such certification shall constitute an agreement by APS not to replace the services covered hereunder in whole or in part with any service obtained from a provider other than the Contractor before the earlier of the end of the calendar year following the year in which the notification of such certification is received by the Contractor or the date this Agreement expires on its own terms, whichever first occurs. APS shall be obligated for payments to the Contractor through the date of termination.

d. This Contract may be terminated by APS if APS gives the Contractor a written notice indicating non-renewal no less than 15 days prior to any automatic renewal date under the contract. The written notice of non-renewal notice will evidence APS’ intention not to renew this Agreement.

7.2 For Cause Termination and Other Remedies. The occurrence of any one or more of the following events shall a default by Contractor under this Contract:

a. Contractor fails to deliver the goods and services ordered by APS under this Contract or has delivered nonconforming goods or services or fails to perform, to the satisfaction of APS, any material requirement of the contract or is in violation of a material provision of this contract, including, but without limitation, the express warranties made by the Contractor;

b. Contractor fails to make substantial and timely progress toward performance of the contract; or APS determines that satisfactory performance of the Contract is substantially endangered or that a default is likely to occur;

c. Contractor becomes subject to any bankruptcy or insolvency proceeding under federal or state law; or the Contractor terminates or suspends its business; or APS reasonably believes that the Contractor has become insolvent or unable to pay its obligations as they accrue consistent with applicable federal or state law;

d. The Contractor has failed to comply with applicable federal, state and local laws, rules, ordinances, regulations or orders when performing within the scope of the contract;

e. The Contractor has engaged in conduct that has or may expose APS to liability, as determined in APS' sole discretion; or

f. The Contractor has infringed on a patent, trademark, copyright, trade dress or any other intellectual property rights of a third party.

In the event of default by Contractor, APS shall provide written notice to the Contractor requesting that the breach or noncompliance be cured or remedied within the period of time specified in APS' written notice to the Contractor. If the breach or noncompliance is not cured or remedied within the period of time specified in the written notice, then APS may: (1) Immediately terminate the contract without additional written notice; and/or (2) Procure substitute goods or services from another source and charge the difference between the contract and the substitute contract to the defaulting Contractor including without limitation offsetting amounts owed by APS to the Contractor by such charges; and/or (3) Enforce the terms and conditions of the contract and seek any legal or equitable remedies.

7.3 Termination by Contractor. Contractor may terminate this Contract if APS fails to make timely payment (within 30 days of invoice) of an invoice that has been approved by APS Prior to terminating this Agreement, Contractor shall provide 15 days written notice to APS, notifying APS of its failure to pay. APS may cure its default within 15 days of receipt of the notice.

ARTICLE VIII. INSURANCE

8.1 General Insurance Requirements. The following insurance requirements apply to all work under this Agreement by the Vendor and its subcontractors of any tier:

a. The Vendor shall provide a current certificate of insurance as required within five (5) days after notification is issued by the APS Purchasing Services Department.

b. All insurance required by this Agreement shall be maintained during the entire length of this Agreement, including any extensions, and until all work has been completed to the satisfaction of APS. All insurance must be on an occurrence basis unless otherwise specified.

c. Policies written on a “claims made” basis (typically, cyber, professional liability, and pollution liability) shall include the following provisions:

1. The retroactive date must be shown on the certificate of insurance.

2. Insurance must be maintained for at least two (2) years after completion of the work and/or Agreement.

d. If coverage is canceled or non-renewed after the work has been completed and/or the Agreement has ended, the Vendor must purchase the extended reporting period for at least two (2) years.

e. The Vendor or any subcontractor shall not commence work under the Agreement until all insurance requirements have been complied with and evidence of compliance has been provided for each subcontractor of any tier.

f. APS does not represent that coverage and limits will necessarily be adequate to protect the Vendor. Insurance provided by the Vendor shall not limit the Vendor’s obligation to indemnify and defend APS for claims or suits arising from performance of this contract.

g. APS shall be covered as an Additional Insured, where applicable, under all insurance required by this Agreement. Confirmation of this shall appear on all certificates of insurance and on all applicable policies. The title of the awarded Agreement shall also appear on all applicable policies.

h. APS shall be given no less than thirty (30) days’ notice of cancellation, material change, or nonrenewal of insurance policies required under this Agreement.

i. Each insurance agent signing the certificate of insurance warrants that they are an authorized representative of the company or companies providing insurance coverage, are licensed in Georgia, and that the insurance companies are currently licensed and in good standing with the Georgia Commissioner of Insurance.

j. All companies providing insurance required by this Agreement shall meet the minimum financial security requirements as set forth below. The rating for each company must be indicated on the certificate of insurance. For all contracts, regardless of risk, companies providing insurance under this Agreement must have a current:

1. Best’s Rating of not less than A-

2. Best’s Financial Size Category of not less than Class VII

k. If the Vendor fails to provide required insurance, or if such insurance is canceled, APS may procure the insurance at the Vendor’s expense or cancel the Agreement.

l. All policies shall provide a Waiver of Subrogation in favor of APS.

8.2 Workers’ Compensation and Employer’s Liability Insurance. The Vendor shall procure and maintain Workers’ Compensation and Employer’s Liability Insurance as follows:

a. Workers Compensation: Statutory limit

b. Employers Liability:

• $500,000 Bodily Injury by Accident – Each Accident

• $500,000 Bodily Injury by Disease – Each Disease

• $500,000 Bodily Injury by Disease – Each Employee

8.3 Comprehensive General Liability Insurance.

a. $2,000,000 General Aggregate

b. $2,000,000 Products & Completed Operations Aggregate

c. $1,000,000 Each Occurrence

d. $1,000,000 Personal & Advertising Injury

e. $500,000 Damages to Premises / Fire Legal

f. $5,000 Medical Payments

8.4 Automobile Liability Insurance. The Vendor shall maintain Automobile Liability Insurance of at least $1,000,000 combined single limit, including:

a. Coverage for owned, hired, leased, and non-owned vehicles.

b. If no vehicles are owned, non-owned vehicle coverage shall be endorsed on either the Vendor’s personal policy or the Comprehensive General Liability coverage.

8.5 Umbrella Liability Insurance. The Vendor shall maintain Umbrella Liability Insurance of at least $1,000,000 per occurrence.

8.6 Sexual Abuse and Molestation Liability (if applicable).

a. Required for services involving youths, children, individuals with special needs, or seniors.

b. Certificates must state that coverage is not excluded on the General Liability policy or that it is a stand-alone policy.

c. Occurrence basis preferred; Claims-Made coverage must extend at least two (2) years beyond Agreement completion.

d. Minimum Requirements:

1. $1,000,000 Each Claim/Wrongful Act

2. $2,000,000 General Aggregate

8.7 Crime Insurance (if applicable). Required if services involve cash, money, securities, and/or wire transfers:

a. $1,000,000 Employee Dishonesty

b. $1,000,000 Funds Transfer Fraud

c. $100,000 Money & Securities

d. $1,000,000 Computer Crime

e. $100,000 Social Engineering or its equivalent

8.8 Professional Liability Insurance (if applicable). Required for professional service contracts including consultants, medical, legal, technical, or licensed professionals. Maintained for at least two (2) years after completion:

a. $1,000,000 Each Claim/Wrongful Act

b. $2,000,000 General Aggregate

8.9 Cyber Liability Insurance. Required for software, hardware, data, cloud, SaaS, and technology-related contracts. Maintained for at least two (2) years after completion:

a. $1,000,000 Each Claim/Wrongful Act

b. $2,000,000 Annual Aggregate

c. $1,000,000 Business Interruption

d. $1,000,000 Data Recovery

e. $500,000 Cyber Extortion Expenses

f. $50,000 Cyber Extortion/Ransom Payments

g. Coverage shall include, at a minimum:

• Information Security and Privacy Liability

• Regulatory Fines and Penalties

• Payment Card Industry (PCI)—if credit cards and/or banking infor are accessed

• Ransomware

ARTICLE IX. Prohibition of Unlawful Discrimination and Harassment

9.1 APS does not discriminate on the basis of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by law in any educational programs or activities or in employment policies and practices. Contractor warrants that it will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of Contractor.

9.2 APS prohibits unlawful discrimination or harassment, including sexual harassment. Contractor and Subcontractors, if any, must not engage in unlawful harassment including sexual harassment or discrimination while on school premises.

9.3 APS may suspend or terminate Contractor and Subcontractor or both if it violates these laws, policies, regulations, or provisions while on school premises.

ARTICLE X. Drug/Alcohol/Tobacco/Weapons Free Workplace

10.1 Contractor and all subcontractors, if any, shall not manufacture, sell, distribute, dispense, possess or use controlled substances or marijuana, as defined by law, during the performance of this Agreement while on school premises or at school related functions. Failure to comply with this provision may be considered a material breach.

10.2 Contractor and all subcontractors, if any, shall not possess any weapon, as defined by law on school property, at school related functions, or within 1000 feet of school property or school functions. Failure to comply with this provision may be considered a material breach.

10.3 Contractor and all subcontractors, if any, also shall adhere to all policies and regulations of APS and the Atlanta Board of Education that prohibit the possession, distribution, sale, dispensation, or use of any alcohol or tobacco products while on school premises or at school related functions. Failure to comply with this provision may be considered a material breach.

10.4 APS may suspend or terminate Contractor, subcontractor, or both if it violates these laws, regulations, or policies while within 1,000 feet of school property or school related functions, pursuant to Georgia law.

ARTICLE XI. Sales Tax. APS is exempt from all state sales tax and federal excise taxes; and shall not pay any such taxes under this Contract. APS, upon written request, will provide Contractor with applicable sales tax exemption certificates.

ARTICLE XII. No Warranty Disclaimer. Contractor warrants that its services or goods or both fit the need or purpose of the Scope of Services attached as Exhibit C. Contractor cannot disclaim these warranties. Should any third-party warranties exist, Contractor agrees to pass along all such warranties to and for the benefit of APS, and to serve as APS' contact to facilitate its rights under such warranties.

ARTICLE XIII. GENERAL TERMS AND CONDITIONS

13.1 Assignment and Modification. Contractor shall not assign or transfer any interest in this Contract without the prior written consent of APS. No modification of this Contract shall be binding upon the Parties, unless consented to in writing and signed by both Parties.

13.2 Subcontractors. Contractor shall not subcontract services or any part of this Agreement without the prior written consent of APS.

13.3 Third Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any Person other than the signatories.

13.4 Ownership. Contractor retains all rights, title, and interest in and to its intellectual property and copyright materials, provided in connection with Contractor’s services (collectively, “Contractor IP”). Contractor grants to APS a personal, nonexclusive license to use Contractor IP for its own non-commercial, incidental use as contemplated herein. All data of APS shall remain the property of APS.

13.5 No APS Indemnification. APS shall not be liable for any injuries incurred by Contractor or any of its employees, representatives, or agents during the performance of Contractor's duties as outlined in this Agreement. Contractor shall not impose any indemnification or hold harmless obligations on APS. To the extent any of the Contactor Documents contain such language, such provisions are null and void.

13.6 Contractor Indemnification. Contractor agrees to indemnify, hold harmless, and defend APS, its current, future or past officers, agents, and employees from any and against all claims, liabilities, damages, losses, judgments, charges, expenses (including attorney fees) and/or causes of action out of any alleged negligence or misconduct of Contractor and for which APS, the Atlanta Board of Education, its agents, servants, or employees are alleged to be liable.

Contractor further agrees that its agreement to indemnify and hold harmless APS, its current, future, or past officers, agents, and employees shall not be limited to the limits of any insurance that may be required under this Agreement. Nothing contained herein is intended to be a waiver in any respect whatsoever of the Board’s right to assert under any circumstances whatsoever its claims of governmental and/or official immunity from any liability or damages asserted against it by any natural person or entities created by law.

13.7 Disputes. In the event of any controversy, claim, dispute or other matter in question arising out of or relating to this Contract or the breach thereof or otherwise with the Contract, which has not been resolved pursuant to other conditions of this Contract (hereinafter referred to as the "dispute"), Contractor, prior to pursuing any legal action, shall appeal the dispute to the Executive Director of Purchasing and Warehouse Operations Services via APS' Purchasing Dispute Resolution Provisions. The APS Dispute Resolution Procedures provide the exclusive administrative procedure for asserting a claim against the Purchasing and Warehouse Operations Services Department arising out of any matter which is within the scope of the APS Dispute Resolution Procedures. Contractor does not have a right to any administrative remedy against the Purchasing and Warehouse Operations Services Department, except in accordance with the procedures set forth in the APS Dispute Resolution Procedures available at www.atlantapublicschools.us.

13.8 No Waiver of Legal Rights. Any waiver of any breach of this Contract shall not be held to be a waiver of any other or subsequent breach, or of any right, that APS or Contractor may have for damages. The Parties may waive any provision in this Contract only by a writing executed by the Party or Parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Contract, and no act, omission, or course of dealing between the parties operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion.

13.9 Obligation to Perform. Contractor shall continue to perform notwithstanding all disputes or disagreements with APS, other than APS' nonpayment of an approved invoice, following notice and cure as provided in this Agreement. Contractor's performance under this Contract shall not be delayed or postponed pending resolution of any disputes or disagreements, except as Contractor and APS may otherwise agree to in writing.

13.10 Rights and Remedies. The duties and obligations imposed by this Contract and the rights and remedies available hereunder shall be in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law.

13.11 Organization, Licenses, and Regulations. Contractor must be organized under the laws of the State of Georgia, or otherwise registered to do business in the State of Georgia pursuant to O.C.G.A § 14-2-1501. APS may require Contractor to furnish a copy of documents evidencing such registration prior or subsequent to the execution of this Contract. Contractor's failure to provide such documents upon demand by APS will constitute grounds for termination of this Contract by APS. Contractor shall secure and keep in full force and effect during the term of this Agreement, without additional cost to APS, all business licenses and permits required for Contractor's performance of the services contemplated herein. Contractor shall keep all records, give all notices, and provide all certificates or other assurances and otherwise comply with all applicable Federal, State and local laws, rules, and regulations applicable to an organization engaged in the Contractor's business including but not limited to, those bearing http://www.atlantapublicschools.us/ upon labor standards or practices, non-discrimination, equal employment opportunity, and the like.

13.12 Notices. Except as otherwise expressly provided, any notice, instruction, or other written communication required or permitted to be given under this Agreement shall be deemed to have been delivered or received:

a. Upon personal delivery to Contractor or its authorized representative, which delivery may be accomplished by in person hand delivery, or via bona fide overnight express services; or

b. Five (5) days after depositing in the United States mail a letter, which is either certified or registered, addressed to Contractor or APS at its official address, for use under this Agreement, as the case may be. For purposes of this Agreement, notices, instructions, or other written communications shall be sent or delivered at the following address:

To Contractor: Contact Name Company Name Street Address City, State Zip Code

And to APS: Superintendent

Atlanta Independent School System 130 Trinity Avenue, SW Atlanta, Georgia 30303

With Copies To: General Counsel Atlanta Independent School System 130 Trinity Avenue, SW Atlanta, Georgia 30303

13.13 Publicity. Any publicity regarding the services or goods provided under this Contract, including but not limited to, notices, information, pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Contractor shall not be released without prior written approval by APS. Contractor may, however, reference this Contract in proposals for other contracts or in client lists without prior APS approval.

13.14 Entire Agreement and Modifications. This Contract represents the entire and integrated Contract between APS and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. APS and Contractor hereby waive and mutually release each other from any and all prior representations, negotiations, or agreements not embodied in this Contract. This Contract is not intended to and shall not be construed to create any rights against the parties hereto by any persons or entities not a named party to this Contract. This

Contract may be amended only by written instrument and only after such amendment has been signed by an authorized representative of both Parties.

13.15 Venue & Governing Law. Venue of any action brought under this Contract shall lie exclusively in the City of Atlanta, Fulton County, State of Georgia, or in the United States District Court for the Northern District of Georgia, Atlanta Division, without giving effect to its choice of law principles. Contractor hereby waives any and all objections to the exercise of personal jurisdiction and venue in these courts. All matters giving arise under or relating to this Contract shall be governed and construed by the laws of the State of Georgia now in force and as hereafter amended from time to time. This paragraph represents the entire agreement between the parties regarding venue and governing law and replaces any other references to governing law or venue in the Contract Documents or Exhibits.

13.16 Force Majeure. Both APS and Contractor shall not be considered in default in the performance of its obligations under this Agreement to the extent that the performance of its obligations is prevented or delayed by any cause beyond either’s reasonable control, including without limitation: acts of God, acts or omissions of governmental authorities, strikes, lockouts, or other industrial disturbances.

13.17 Severability. In the event any provision or any portion of any provision of this Contract, or application thereof to any person or circumstances shall to any extent be held invalid or unenforceable, the remainder of this Contract or the application of such remaining provisions or remaining portion of said provision to any other person or circumstances shall not be affected thereby. Said remainder shall continue in full force and effect and shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Contract is held to be invalid, illegal, or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions of this contract will not be adversely affected.

13.18 Multiple Counterparts. This Contract may be executed in multiple counterparts, each of which shall be deemed an original instrument, and such counterparts together shall constitute one and the same instrument.

13.19 Section Headings. The section headings of this Agreement are for the convenience of the parties only and in no way alter, modify, amend, limit, or restrict the contractual obligations of the parties.

13.20 Number and Gender. Any reference in this Contract to the singular includes the plural where appropriate, and any reference in this Agreement to the masculine gender includes the feminine and neuter genders where appropriate.

13.21 Rights and Remedies Cumulative. Any enumeration of APS’ rights and remedies set forth in this Contract is not exhaustive. APS’ exercise of any right or remedy pursuant to this Contract does not preclude the exercise of any other right or remedy. All of APS’ rights and remedies are cumulative and are in addition to any other right or remedy set forth in this Contract or which may now or subsequently exist at law or in equity, by statute or otherwise.

13.22 Time Is Of The Essence. Time is of the essence with regard to performance of any services under this Agreement, unless the Parties agree otherwise in writing.

13.23 Relationship Among Parties. This Agreement creates no relationship of joint venture, partnership, limited partnership, agency, or employer-employee between the Parties, and the Parties acknowledge that no other facts or relations exist that would create any such relationship between them. Neither Party has any right or authority to assume or to create any obligation or responsibility on behalf of the other Party except as provided by written instrument signed by both Parties.

13.24 Authority. The Parties hereby represent and warrant that the individuals executing the Agreement have the authority to legally bind APS and Contractor respectively.

13.25 Interpretation. This Agreement is the joint product of negotiations between the Parties and shall not be interpreted or construed against either Party hereto, regardless of which Party has been primarily responsible for its preparation.

13.26 Background Check. APS requires that all individuals who will work on an APS site (including full-time, part-time and temporary employees, contractors, and subcontractors) must be fingerprinted by APS and cleared through the Georgia Criminal Information Center System (GCIS) before they are assigned to work at APS. The cost of fingerprinting is $45.00 per individual and is the responsibility of Contractor. Any failure to comply with this requirement constitutes a breach of this Agreement.

13.27 Georgia Security and Immigration Compliance Act. Contractor’s full compliance with all applicable federal and state security and immigration laws, including without limitation O.C.G.A.

§ 13-10-90, et seq. as amended and Georgia Department of Labor Rule 300-10-1, et seq. is required. Contractor is required to affirm compliance by completing the appropriate Georgia Security and Immigration Compliance documents contained in Exhibit E, as applicable.