BOARD OF EDUCATION

Kristin McCabe, President Franchesca Warren, Vice President

Kimberly Dove • Sara Gillespie • Katie Gregory Michelle Morancie, Ph.D. • Lillie Pozatek

Mike Looney, Ed.D., Superintendent

Contracting Department • 6201 Powers Ferry Road NW, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting

DATE: January 26, 2026

TO: All Quoters

FROM: Angela R. Young Executive Director of Contracting

RE: Request for Quote No. 149-26 Language and Speech Protocols

Fulton County Schools (FCS) invites quotes for furnishing any and all goods and/or services required for Language and Speech Protocols.

Quotes will be received digitally until 2:30 p.m. EST on Thursday, March 12 , 2026 through Euna Procurement (Bonfire) at https://fultonschools.bonfirehub.com or via the Euna Procurement (Bonfire) link on the FCS Contracting website at https://www.fultonschools.org/contracting.

Questions regarding the quoting process shall be submitted via Euna Procurement (Bonfire). Only questions received prior to 4:00 p.m. EST on Thursday, March 5, 2026 will be considered.

FCS reserves the right to accept or reject any or all quotes and to waive any formalities and to make an award to the contractor deemed the lowest price, responsive, and responsible quote. Award notification will be posted after award at https://fultonschools.bonfirehub.com or by visiting the FCS Contracting website at https://www.fultonschools.org/contracting. All successful vendors will be required to provide the requested information.

We look forward to your quote and appreciate your interest in doing business with Fulton County Schools.

https://fultonschools.bonfirehub.com/ https://www.fultonschools.org/contracting

QUOTE CONDITIONS

SECTION I - PREPARATION AND SUBMISSION OF QUOTES

CONTRACTING DEPARTMENT

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1. INTRODUCTION

a. To be entitled to consideration, sealed proposals shall be presented in accordance with the instructions of this solicitation and within the time constraints stated.

b. FCS reserves the right to reject any or all quotes and to waive technicalities and informalities. The judgment of FCS on such matters shall be final.

c. The terms Offeror, Vendor, Contractor and/or Quoter are synonymous in this document and refer to the person, entity or firm that submits the quote in response to this RFQ.

2. GOVERNMENTAL ENTITY

a. The governmental entity, the owner, for whom the work will be executed is:

Fulton County School District, Georgia (hereinafter “FCS”).

3. PREPARATION OF QUOTES

a. All quotes shall be submitted via Euna Procurement (Bonfire). The person submitting the bid can make changes prior to the deadline.

b. Specifications used are intended to be open and non-restrictive. Contractors are invited to inform the FCS Contracting Department whenever specifications or procedures appear not to be fair and open. Such information should be supplied as early in the procurement process as possible. Information received after the question deadline will not be acted upon unless the FCS Contracting Department rules that it is in the best interest of FCS to consider it.

c. Brand names and numbers when provided in solicitations are for reference to establish a quality standard. Any reference to a brand name shall not be construed as restricting to that manufacturer (unless “no substitutes” is stated). Quotes on equal items will be considered, provided the quote clearly describes the article offered and it is equal or better in quality and function and fully compatible with this requirement.

d. By submitting a quote, the Contractor warrants that any goods and services supplied to FCS meet or exceed specifications set forth in this solicitation.

http://www.fultonschools.or/

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e. The FCS Contracting Department will be the sole judge in making determination as to the quality and the appropriateness of the good and services proposed as well as the responsiveness and responsibility of the Quoter. Quote on each item separately. Prices shall be stated in units specified in the solicitation.

f. If any supplies, materials, and equipment are provided to FCS under this solicitation, then such items shall be new and in first-class condition unless the solicitation specifically allows offers of used, reconditioned, or remanufactured items. If newly manufactured products are specified, such products shall be of recent origin and not previously used. No equipment of any type is acceptable if serial numbers or any other manufacturer’s identification labels or marks have been removed, obliterated, or changed in any way. A Contractor delivering any such equipment to FCS will be deemed to have breached the contract, and appropriate action will be taken by the FCS Contracting Department.

g. Time of delivery is a part of the solicitation and an element of the contract that is to be awarded. If the Quoter cannot meet the required delivery date, a quote should not be submitted. Time shall be stated in “calendar” days. Failure to deliver in accordance with the contract could result in the Contractor being declared in default.

h. Quotes shall be submitted by an authorized officer of the company.

i. Telephone or fax quotes in lieu of the quote schedule will not be accepted.

4. TAXES

FCS is exempt from all state sales tax and Federal Excise Tax. These taxes shall not be included in quotes. However, in the event taxes are required by state or federal law for the services or products outlined in this quote, such taxes shall be the sole responsibility of the Contractor unless otherwise stated in writing and agreed to by FCS.

5. CHARGES AND EXTRAS

Quotes are to be firm net prices, F.O.B. destination to include all charges for delivery, unloading, placing in our buildings as directed by the authorities in the buildings, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, costs of bonds and any other cost. All pricing must remain firm for each year the contract is in effect.

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6. ADDENDA

No oral interpretations will be made as to the meaning of any part of the solicitation documents. Interpretations will be made by addenda only. The FCS will not be responsible for any other interpretations or explanations.

Failure to request an interpretation shall not relieve the successful Quoter from the obligation to perform work in accordance with the contract as interpreted subsequently by FCS authorized representatives. Addenda issued during the time of solicitation shall be addressed in the quote as appropriate, and each addendum shall be incorporated in the subsequent contract. Copies of all addenda will be posted via Euna Procurement (Bonfire) for all who have obtained a set of solicitation documents from the website.

7. ADDITIONAL TERMS

FCS shall not be bound by any terms and conditions included in any Quoter’s packaging, service catalog, brochure, technical data sheet or other document which attempts to impose any conditions at variance with or in addition to the terms and conditions contained in this solicitation, the FCS purchase order related to this solicitation or contract. FCS does not accept any terms or conditions from Contractor contracts on quotes.

8. REVISION OR WITHDRAWAL OF A QUOTE

A quote may be revised or withdrawn by the Quoter prior to the quote deadline. After the quote deadline, the FCS Contracting Department, at its sole discretion, will permit withdrawal only when the best interest of FCS would be served. Generally, withdrawal will only be allowed in cases where there has been an honest mistake made in preparing the quote not resulting from negligence and the mistake is clearly ascertainable. If withdrawal is allowed, FCS reserves the right to determine that the Contractor is chronically not responsible.

9. FUNDS

Award will be made at the option of FCS, to the lowest priced, responsive and responsible Quoter or Quoters meeting specifications within appropriated funds available.

10. QUOTE SCHEDULE

Quote prices shall be submitted on the Solicitation Quote Schedule furnished by the FCS Contracting Department. All related correspondence containing information required by solicitation documents shall be attached to said schedule.

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Quoters shall quote on all alternates shown on the Quote Schedule. The acceptance of any or all alternates will be at the discretion of FCS with no reference to numerical sequence. Any alterations/modifications to the quote schedule may deem the quote non-responsive.

11. EXAMINATION OF SOLICITATION DOCUMENTS

Quoters are notified that they must thoroughly examine solicitation documents which may include: Advertisement, Quote Conditions, Specifications, Quote Schedule, Drawings, General Conditions, and Technical Specifications together with Addenda thereto issued prior to the receipt of solicitation.

12. COMPLIANCE WITH LAWS

All goods and/or services furnished shall comply with all applicable Federal, State and Local laws, codes, rules, ordinances and regulations, including but not limited to all FCS policies, procedures, operating guidelines and/or regulations. This solicitation and any contract arising out of the solicitation shall be interpreted under the laws of the State of Georgia. All Quoters shall include a notarized affidavit stating with specificity any “trade secret” as that term is defined in O.C.G.A. § 10-1-761 to protect such confidential information from being automatically released under The Open Records Act (O.C.G.A. § 50-18-70 et. seq.), specifically O.C.G.A. § 50-18-72(a)(34). Jurisdiction and venue of any action relating to the interpretation and enforcement of this Agreement shall be proper only in the Superior or State Courts of Fulton County, or in the U.S. District Court, Northern District of Georgia, Atlanta Division.

13. PROTESTS

Protests dealing with the specification or the solicitation shall be filed not later than three

(3) working days prior to quote opening date. Other protests shall be filed not later than three (3) working days after quote opening date, or if the protest is based on subsequent action of FCS, not later than three (3) working days after the aggrieved person knows or should have knowledge, of the facts giving rise to the protest. Protests are considered filed when received by the Executive Director of Contracting. Only Contractors who participated in the solicitation are eligible to protest.

Protests which are not filed in a timely manner, as set forth above will not be considered.

Contractor agrees to pay for the School District’s reasonable attorney’s fee and expenses of litigation for any protest arising out of this solicitation in which the School District is a prevailing party.

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14. DJE PURCHASING POLICY AND REGULATIONS

The FCS DJE Purchasing Policy and Regulations are incorporated into this solicitation (and, therefore, any contract awarded as the result of this solicitation) by reference. By participation in this solicitation a Quoter, potential Quoter, or Contractor agrees to be bound by the FCS DJE Purchasing Policy and Regulations on any issue or action related to this solicitation or subsequent contract resulting from this solicitation.

Those wishing to do business with Fulton County Schools are required to complete our supplier registration questionnaire and register on Ariba, which is the business network used by FCS for receiving electronic responses to our solicitations, sending purchase orders, and receiving invoices. If your company is not currently registered to do business with FCS on the Ariba Business Network, please send an email to wecare@fultonschools.org for information on how to start the process.

mailto:wecare@fultonschools.org

SECTION II – CONTRACT AWARD

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1. QUOTERS QUALIFICATIONS

FCS, before Contract Award, may require Quoters to document that they are “responsible” Quoters to the complete satisfaction of FCS. Quoters may thus be required to show that they have the necessary facilities, are properly registered and licensed to perform the work specified herein, have the technical ability and financial resources to execute the work in a satisfactory manner, and within the time specified; that they have had experience in work of a similar nature; and that they have past history and references which will verify their qualifications for executing the work. FCS shall have the absolute right to determine Contractor responsibility and responsiveness to these requirements and any other requirements under this solicitation. FCS has the right to request at any time documentation relating to the Contractor’s qualifications. The Contractor’s failure to provide such documentation or appropriate documentation will result in the Contractor being determined to be not responsive or not responsible, or both.

2. CONTRACT LETTER

The contract award letter or establishing purchase order prepared and sent by FCS, or otherwise furnished, to the selected Quoter within the time for acceptance specified, results in a binding contract without further action by either party. The contract award letter and any of its terms and conditions are a part of this contract. The contract shall consist of this solicitation and any addenda thereto, and the contract award letter or establishing purchase order which supersedes all other prior or contemporaneous communications between the parties (whether written or oral), and all other communications relating to the subject matter of the award letter which are not included in or otherwise expressly incorporated into this contract. Unless specifically deleted in writing by addendum or amendment to one of the aforementioned documents of the contract by the Executive Director of Contracting all terms and conditions of the FCS contract documents shall be in effect and shall govern if in conflict with any term or condition otherwise presented.

3. SAMPLES

Samples when required shall be furnished free of expense to FCS according to solicitation instructions or within ten (10) days of date of request. Samples shall be tagged with Quoter’s name and id number. Samples not used or not destroyed in testing will be returned to the Quoter at their request and at the Quoter’s expense after contract award. Cost of inspection or testing of samples, which prove not to meet specifications, shall be paid by the Contractor.

4. REJECTION OF A QUOTE

a. Failure to observe these instructions and conditions will constitute grounds for rejection of a quote or removal from the list of Quoters.

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b. Quotes will be rejected if:

1) The Quoter’s acceptance period is less than the required acceptance period in the solicitation.

2) The Quoter fails to submit requested documents, including but not limited to any licenses, certificates, bonds, or insurance policies, within the time specified by FCS.

3) The quote contains a minimum order/ship quantity or dollar value (unless called for in the solicitation).

4) The quote contains a prepayment and/or progress payment requirement (unless called for in the solicitation).

5) The quote contains provisions for late charges whether designated as interest charges or otherwise.

6) The quote fails to include all appropriate elements of all addenda issues to the solicitation.

5. DISCOUNTS

Award will be made on the basis of the net unit price or the all items net price. When submitting quotes or quotations, all discounts (any discounts, cash discounts, quantity discounts, combination of item discounts, all item discounts or any other form or combination of item discounts), shall be calculated by the Quoter and reduced to a net unit price or, when requested, to an all item net price. Discounts offered in any other form or time limit will not be considered in making the award.

6. AWARD

a. The award of the contract shall be made to the lowest price, responsive, and responsible Quoter(s) meeting specifications within appropriated funds available and complying with all applicable requirements.

b. Unless the solicitation gives notice of an all-or-none award, FCS may accept any item or group of items of any quote, whichever is in the best interest of FCS.

c. Contractors agree that their quotes are subject to acceptance at any time within ninety

(90) days after opening, unless otherwise stipulated in the solicitation.

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d. FCS may accept or reject any or all quotes, parts of quotes, may waive informalities, technicalities and irregularities. The judgment of FCS on such matters shall be final.

e. It is within FCS’ sole discretion to determine whether the Contractor is responsible or responsive under the terms and conditions of this solicitation. Further, it is within FCS’ sole discretion to determine Contractor responsibility or responsiveness after a contract is entered into. Finally, it is within FCS’ sole discretion to terminate this agreement, to not renew a Contractor or to not make an award to a Contractor who is determined to be not responsible or not responsive. None of the foregoing limits any other discretion that FCS has in relation to its solicitation process.

f. The solicitation (including all addenda or exhibits), quote, contract notification letter or establishing purchase order, attachments or exhibits (either attached there or by reference), shall constitute the entire binding contract on the terms set forth and is to be interpreted, construed and given effect in all respects according to the laws of the State of Georgia. The solicitation supersedes all other prior or contemporaneous communications between the parties (whether written or oral), and all other communications relating to the subject matter of the Agreement which are not included in or attached to this Agreement. The Agreement may be modified or amended solely in a writing signed by both parties.

g. All correspondence, including Notices of Awards and Purchase Orders will be sent to the address appearing on the Contractor’s quote.

7. HOLD HARMLESS AGREEMENT

The Quoter shall Hold Harmless and indemnify FCS, its past, future and current Board of Education, and its past, future, and current employees, agents, volunteers or assignees (“FCS Indemnitees”) from any and all claims, suits, actions, damages, liability and expenses including attorney fees in connection with (a) claims, demands, or lawsuits that, with respect to any products or services provided by Quoter or Quoter's subcontractor, allege product liability, strict product liability, or any variation thereof; (b) any alleged infringement of any copyright, trademark, patent, trade dress, or other intellectual property right with respect to any products, services, or intellectual property or any parts thereof provided by Contractor or any subcontractor; (c) the failure of the Quoter or Quoter's subcontractor to comply with Privacy Laws; (d) the loss, misappropriation or other unauthorized disclosure of data by Quoter or Quoter's subcontractor; (e) any security breach involving data in Quoter’s or Quoter's subcontractor's possession, custody or control, or for which Quoter or Quoter's subcontractor accesses or is otherwise responsible; (f) loss of life, bodily or personal injury or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of, or occurring in connection with the performance of this contract which is the result of the Quoter’s action(s) or inaction(s), or which are the result of any subcontractor’s action(s) or inaction(s) who is hired or retained by the Quoter; (g) any other claim, demand, or lawsuit arising out of or in any way related to goods or services under this quote (collectively the

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"Obligations") and (h) any claim demand or lawsuit alleging breach of fiduciary duty or breach of contract arising out of the services provided under this contract. The Quoter’s Obligations shall not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion of omission from any policy of insurance. In the event the Obligations directly arise from the gross negligence or willful misconduct of any FCS Indemnitees, then Quoter's Obligations shall be reduced by the proportional fault of the FCS Indemnitees.

SECTION III – POST AWARD

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1. ASSIGNMENT

By the submission of a quote, the Quoter agrees not to assign the contract or purchase order to others unless specifically authorized in writing by the FCS Contracting Department.

2. COST OF INSPECTION OR TESTING

Cost of inspection or testing of products or materials delivered under an awarded contract which do not meet specifications shall be paid by the Contractor.

3. PAYMENT

The Contractor shall invoice FCS on a monthly basis or if payment is to be made by line item, when a single line item has been satisfactorily delivered. Complete payment will be made within thirty (30) days from either the date of delivery or the receipt of satisfactory invoice in triplicate, whichever occurs last. All invoices shall show contract number, work performed and period of work performance. Quoter shall provide all backup documentation reasonably requested by FCS supporting the Quoter’s requests for payment.

4. TERMINATION FOR DEFAULT

a. In the event any property or service to be furnished by the Contractor under a contract or purchase order should for any reason not conform to the specifications contained herein or to the sample submitted by the Contractor with its quote, the FCS may reject the property or service and may terminate the contract for default.

Prior to a termination for default, a Contractor will be given the opportunity to respond to a “cure notice” and/or a “show cause notice”. In either case the Contractor will be expected to either correct the offending situation or provide an acceptable plan and time frame for correction within five (5) days of receipt of or refusal of either notice. Failure to do so will be cause for termination.

In such event with specific instructions by the FCS Contracting Department, the Contractor shall immediately remove the property without expense to FCS and replace all rejected property with such property or services conforming to the specifications or samples.

b. If the contract is terminated for default, FCS may procure such property or services from all other sources and shall have the absolute right to withhold payment from Contractor until the services required by the contract are satisfactorily completed by other sources. After completion of the services required by the contract, FCS may deduct from any monies due the Contractor or that may thereafter become due to the Contractor, the difference between the contract price and the actual cost of the property or service to be replaced or substituted in addition to the reasonable cost of FCS staff time spent securing substitute(s) at $18/hour. Price paid by FCS

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c. Failure by a Contractor to perform on delivery of goods or services as specified may also result in the removal of the Contractor from doing business with FCS for a period of up to one (1) year and FCS reserves the right to determine that the Contractor is chronically not responsible.

5. TERMINATION FOR CONVENIENCE

FCS reserves the right to terminate for convenience, at any time for any reason with no penalty, any contract awarded through this solicitation by providing the Contractor with thirty (30) days written notice. In the event of termination for FCS’ convenience, the Contractor shall only be compensated for services properly performed prior to termination.

The Contractor waives its right to pursue FCS for damages other than those specifically set forth above in this Section.

6. PERMITS, TAXES, LICENSES, BONDS, ORDINANCES, AND AGREEMENTS

The Contractor shall, at his own expense, obtain all necessary licenses, permits and bonds;

give all notices, pay all license fees and taxes, and comply with all applicable Local, State and Federal Laws, ordinances, rules and regulations. The Contractor shall maintain the licenses, permits and bonds required in a current status after award and throughout the course of the contract.

The Contractor shall agree that in the performance of the contract, they will comply with all local agreements which they have made with any association union or other entity with respect to wages, salaries and working conditions, so as not to cause inconvenience, picketing or work stoppage.

7. NON-APPROPRIATION

Notwithstanding any other provision of this agreement, the parties hereto agree that the charges hereunder are payable to the Contractor by FCS solely from appropriations received by FCS. In the event such appropriations are determined in the sole discretion of the Chief Financial Officer of FCS no longer to exist or to be insufficient with respect to the charges payable hereunder, this agreement shall terminate without further obligation of FCS at the end of any fiscal period (hereinafter referred to as “Event”) as set forth in O.C.G.A. § 20-2-506(b)(2). In such Event, the Chief Financial Officer of FCS shall certify to the Contractor the occurrence thereof, and such certification shall be conclusive.

In the event of FCS certification, FCS agrees not to replace, before the end of the fiscal year in which the Event occurs or before the expiration of this agreement, whichever occurs

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8. INDEPENDENT CONTRACTOR STATUS

Contractor agrees that it is an independent contractor and FCS is not responsible for payment of any salaries, taxes, benefits, or costs associated with the employment of Contractor’s employees under this Agreement.

All workers utilized by Contractor to perform work for FCS ("assigned workers”) are intended by the parties to be the common law employees of Contractor and not of FCS. As such, Contractor is responsible for: (a) providing workers’ compensation and general liability insurance coverage with respect to the assigned workers; (b) providing assigned workers with compensation and benefits and contributing to Federal Social Security, state unemployment, and other required funds through payroll;(c) complying with all obligations under the Affordable Care Act ("ACA"); and (d) verifying that all assigned workers are legally eligible to work in the United States under Federal immigration laws.

Contractor retains sole and exclusive liability for all contributions, taxes, payments, obligations and tax filings required to be made for the assigned workers under all applicable federal or state income tax laws, unemployment and workers' compensation acts, social security acts, the ACA and other such legislation; and Contractor shall fully indemnify FCS for any claim of failure by Contractor to comply with such laws.

FCS is not responsible or liable for the hiring, termination, or discipline of Contractor’s employees.

If there are allegations of misconduct involving one or more of Contractor’s employees related to any services or work under this Agreement, FCS reserves the right to require Contractor to promptly remove any of Contractor’s employees from providing the services under this contract pending resolution of the employee misconduct. Contractor agrees to promptly comply with any such request by FCS and to cooperate in any investigation with FCS. The failure to cooperate with FCS may result in the termination of the agreement or non-renewal of any agreement with Contractor, which will be determined by FCS in its sole discretion.

9. FORCE MAJEURE

FCS shall not be responsible for any delay or failure of any other obligations hereunder due to any occurrences commonly known as force majeure, including but not limited to, acts of God, war, acts of terror, labor disputes, strikes, lockouts, civil commotion, pandemic, epidemic, international trade disputes or acts of government or government agency or officers. In the event of a force majeure event which delays Contractor’s work or services, Contractor shall not be entitled to any additional payment related to such delay.

Contractor’s sole remedy for delay caused by a force majeure event shall be an extension of contract time.

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10. WAIVER OF CONSEQUENTIAL DAMAGES

The Quoter waives claims against FCS for consequential damages arising out of or relating to this contract, including the termination of this contract. This waiver includes, without limitation, damages incurred by the Quoter for losses of financing, business, reputation, or profit.

11. OWNERSHIP OF DOCUMENTS

a. Property of FCS. Quoter warrants that it is the author of any reports, assessments, documents and data that may be prepared by it pursuant to the contract (collectively, the “Work Product”) and that it holds the copyright therein and it shall obtain similar representations from its subconsultants, if any. Upon their creation, and subject to the condition that FCS timely meets its payment obligations under the contract, any Work Product that may be prepared by Quoter and its subconsultants, and the designs depicted in them, shall become the sole property of FCS, regardless of the stage of the Work Product.

b. Use by FCS. FCS may use any Work Product without Quoter’s consent including, without limitation, future additions, alterations, connections, repairs, information, reference, use or occupancy of any of FCS’ schools, buildings, office, or facilities.

c. Delivery of Work Product upon Termination. In the event of termination of the contract by either party for any reason, FCS reserves the right to request and receive, and Quoter shall promptly provide and deliver to FCS upon request, any Work Product prepared through the date of termination by Quoter and its subconsultants pursuant to the contract. FCS shall obtain and retain all ownership rights with regard to such Work Product produced hereunder. Any dispute regarding the amount of any payment to be made by FCS under the contract shall not diminish, restrict or limit the right of FCS to own, receive and use the Work Product, as provided in this section. FCS may withhold any payments due Quoter upon termination until the Work Product prepared through the date of termination is furnished to FCS pursuant to the terms of this paragraph.

SECTION IV – OTHER

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1. NON-DISCRIMINATION

The Contractor, by the submission of a quote or the acceptance of an order or contract, does agree in providing the goods and services covered under the quote or contract not to discriminate in any way against any person or persons or refuse employment of any person or persons on account of race, color, religion, age, disability, national origin, sex, or any other legally protected status.

2. FCS NON-DISCRIMINATION

FCS does not discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any legally protected status in any of its employment practices, education programs, services or activities.

3. MINORITY AND FEMALE BUSINESS ENTERPRISES

It is the intent of FCS to assure that Minority Business Enterprises (MBE) and Female Business Enterprises (FBE) have an equal opportunity to participate in FCS Contracting requirements.

4. DRUG-FREE WORKPLACE

By submission of a quote, the Quoter certifies that he/she will not engage in the unlawful manufacture, sale distribution, dispensation, possession, or use of a controlled substance or drug during the performance of the contract and that a drug-free workplace will be provided for the Contractor’s employees during the performance of the contract. The Quoter also certifies that he will secure from any subcontractor who works on the contract, written certification of the same drug free workplace requirements. False certification or violation by failing to carry out requirements of O.C.G.A. § 50-24-3 may cause suspension, termination of contract, or debarment of such Quoter.

5. CERTIFICATION OF NON-COLLUSION

By submitting a quote, the Quoter certifies: “that this quote is made without prior understanding, agreement, or connection with any corporation firm, or person submitting a quote for the same materials, supplies, or equipment, and is in all respects fair and without collusion or fraud. That collusive quoting is understood to be a violation of State and Federal law and can result in fines, prison sentences, and civil damage awards.”

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6. AUTHORIZED OFFICIAL

It is agreed that all conditions of the quote shall be abided and that the person submitting this quote is authorized to submit the quote on behalf of the company.

7. SOLICITATION TERMINATION

In any event in which this solicitation is terminated or cancelled, in whole or in part, or all quotes are rejected, there shall be no liability on the part of FCS for any costs incurred by Quoters or potential Quoters in relation to the solicitation.

8. RIGHTS AND REMEDIES

The rights and remedies of FCS provided above shall not be exclusive and are in addition to any other rights and remedies provided by Federal law, Georgia law or under the contract.

9. GOVERNING LAW

This solicitation and any contract arising out of the solicitation shall be interpreted under governed by and construed in accordance with the laws of the State of Georgia applicable to contracts made and performed in such state. Jurisdiction and venue of any action relating to the interpretation and enforcement of this Agreement shall be proper only in the Superior or State Courts of Fulton County, or in the U.S. District Court, Northern District, Atlanta Division. Quoter consents to the exclusive jurisdiction of the state and/or federal courts of the State of Georgia, in Fulton County and to the personal jurisdiction of such courts, and waives any objections Quoter may now or hereafter have based on venue or forum non convenience.

10. OPEN RECORDS ACT

Quoter acknowledges and agrees that FCS is obligated to timely comply with requests for information pursuant to state and federal law and regulation. Quoter agrees to comply with all provision of the Georgia Open Records Act ("ORA") (O.C.G.A. § 50-18-70 et. seq.), and to make records pertaining to performance of services, provision of goods or other functions under this contract available for public inspection upon request, unless otherwise exempt under other provisions of the ORA. Quoter shall provide FCS with immediate notice should Quoter receive an Open Records Request. If Quoter asserts that any information in its response or in any information provided to the FCS with respect to the services or products under this contract are a protectable trade secret, as that term is defined in O.C.G.A. § 10-1- 761, then the Quoter must follow the requirements of the ORA set forth at O.C.G.A. § 50-18-

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

11. CONFIDENTIALITY, PRIVACY, AND SECURITY

The Quoter's employees, agents and subcontractors may have access to or become aware of FCS’s confidential information including without limitation FCS’s strategic plans, employee data, student data, and other such information of FCS (collectively referred to as “FCS Data”).

Quoter shall presume that all information received pursuant to the contract or in the course of fulfilling Quoter's responsibilities under the contract is confidential information unless otherwise expressly designated by FCS. Should Quoter receive FCS Data as part of its services, Quoter must preserve and protect the confidentiality of FCS Data and prevent unauthorized disclosure and use of FCS Data, as required by this Agreement and state and federal law. Quoter will only use FCS Data for the purposes of the services contemplated in this solicitation. FCS Data shall not constitute that information that is already public, has been completely and thoroughly anonymized or deidentified, or anonymous usage data regarding a student’s use of Quoter’s products or services. These terms and conditions apply to any Quoter that receives, uses, maintains, accesses, or stores FCS Data.

i) Industry Standards. Quoter shall meet all applicable industry standards concerning data privacy, data protection, confidentiality, and data security. Quoter agrees to maintain security protocols that meet industry best practices in the transfer or transmission of any FCS Data, including ensuring that data may only be viewed or accessed by parties legally allowed to do so. Quoter shall maintain all data obtained or generated pursuant to this Agreement in a secure computer environment and not copy, reproduce, or transmit FCS Data obtained pursuant to this Agreement, except as necessary to fulfill the purpose of this Agreement. The foregoing does not limit the ability of Company to allow any necessary service providers to view or access FCS Data as set forth in this Agreement.

ii) Legal Compliance. Quoter represents and warrants that it will comply and assist FCS in compliance, in all material respects, with federal and state laws and regulations regarding privacy of information and confidentiality of student educational records, including, without limitation, the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C § 1232g, the Protection of Pupil Rights Amendment (“PPRA”), 20 U.S.C. § 1232h, the Children's Online Privacy Protection Act (“COPPA”), 15 U.S.C. § 6501, and the Georgia Student Data Privacy, Accessibility, and Transparency Act (O.C.G.A. §§ 20-2-660 et seq.) (“SDA”).

iii) Quoter as School Official. To the extent Quoter has a legitimate educational interest in student educational records and information and must access, maintain, or use such records and information in order to provide services to or on behalf of FCS and its employees, agents, teachers, and students, FCS designates Quoter a

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“school official” within the meaning of FERPA. Quoter will be under the direct control of FCS with respect to the use and maintenance of personally identifiable information and education records, as those terms are defined by FERPA, and Quoter may use personally identifiable information and education records only for the purpose of performing its obligations under this Agreement and as authorized by the state and federal laws referred to in ii) Legal Compliance cited above.

iv) Quoter as Operator. Quoter shall comply with the SDA to the extent Quoter is an “operator” as defined by the SDA. Specifically, Quoter shall not: (1) use student data to engage in behaviorally targeted advertising based on any student data and state-assigned student identifiers or other persistent unique identifiers that Quoter has acquired because of a student’s use of Quoter’s website, service, or application; (2) use information created or gathered by Quoter’s website, service, or application to amass a profile about a student except in furtherance of K-12 school purposes; (3) sell a student’s data except as authorized by O.C.G.A. § 20-2-666; or, (4) disclose student personally identifiable data without explicit written or electronic consent from the student over the age of 13 or a student’s parent or guardian, given in response to clear and conspicuous notice of the activity, unless disclosure is made for a purpose authorized under O.C.G.A. § 20-2-666.

v) Security or Data Breach. Quoter shall give prompt written notice to FCS within ten (10) days of any security breach that may or does impact FCS Data or of any unauthorized use or disclosure of FCS Data. Quoter shall assist FCS in remedying each unauthorized use or disclosure at Quoter's expense. Such notice shall include, at a minimum, the following information: 1) A list of the types of FCS Data that were or are reasonably believed to have been the subject of a breach; 2) the date or estimated date of the breach, if known; 3) whether law enforcement has been engaged; and 4) a description of the breach incident.

vi) Data Ownership. All FCS Data as well as other documents, data, and information provided to the Quoter by FCS is and will remain the property of FCS to the extent that it was the property of FCS at the time it was provided to the Quoter.

vii) Disclosure of FCS Data and Confidential Information. Quoter shall not disclose FCS Data unless the disclosure is necessary for Quoter to provide the products and/or services under this Agreement and the disclosure is made to Quoter’s contractor, subcontractor, processor, or subprocessor that Quoter holds to the same or substantially similar requirements for data privacy, use, and security as contained in this Agreement.

viii) Data Destruction or Return. All FCS Data shall be returned to FCS by the Quoter, without charge, within ten (10) business days of the completion of the services under this solicitation in a usable format unless FCS requests otherwise or it is

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 19 prohibited by law, regulation, or professional standards. Quoter shall destroy, dispose of, and/or delete all FCS Data, including, but not limited to, student education records and personally identifiable information transmitted to Quoter under this Agreement within forty-five (45) days after the termination of this Agreement or after it ceases to provide services to FCS. Quoter shall destroy FCS Data in accordance with acceptable industry standards for secure and comprehensive destruction of sensitive data. If requested by FCS, an officer of the Quoter will certify in writing that all FCS Data and all copies thereof have been delivered to FCS or destroyed.

ix) Review of Third Party Audits and Reports. Upon request by FCS, Quoter shall provide a copy of its most recent Statement on Standards for Attestation Engagements (“SSAE”) No. 18 audit, SOC2 audit report, or equivalent audit of any data center in which FCS Data is stored.

x) Encryption. All FCS Data stored by Quoter shall be protected with a data-at-rest encryption product utilizing a validated FIPS 140-2 Cryptographic Module with a 128-bit key or higher, or whatever the industry standards for encryption are at that time, if better. All FCS Data transmitted by Quoter and/or its contractors, subcontractors, processors, and subprocessors will be protected with a transmission encryption solution that complies, as appropriate, with NIST Special Publications 800-77, Guide to IPsec VPNs; or 800-113, Guide to SSL VPNs, or others that are Federal Information Processing Standards (FIPS) 140-2 validated.

xi) Security Technology. When the service is accessed using a supported web browser, Secure Socket Layer (“SSL”), or equivalent technology shall be employed to protect FCS Data from unauthorized access. The service security measures shall include server authentication and data encryption. Quoter shall host FCS Data in an environment using a firewall that is periodically updated according to industry standards.

xii) Patch Requirements. Quoter must have a documented patch management and distribution process that ensures security patches are applied to all systems (to include servers, laptops, workstations) that process and/or store FCS Data.

xiii) Audit Trail. All systems that process or store FCS Data must maintain an electronic audit trail that documents system security events. Quoter must ensure that users receive regular security awareness training.

xiv) Disaster Recovery Process. Quoter must maintain a disaster recovery process.

xv) Contractor Compliance. Quoter shall periodically conduct or review compliance monitoring and assessments of Quoter’s contractors, subcontractors, processors, and/or subprocessors to determine their compliance with the privacy, use, and security requirements of this Agreement. Quoter shall implement, test, and

6201 Powers Ferry Road, Atlanta, Georgia 30339 • 470-254-8970 • www.fultonschools.org/contracting 20 continually monitor the administrative, physical, and technical controls necessary to protect FCS Data. FCS may require Quoter to complete periodic security assessments to ensure compliance with FCS data security requirements.

xvi) Audit. FCS may audit the records and systems of Quoter to ensure compliance with the data security and privacy terms. FCS will notify Quoter in writing at least ten business days prior to any such audit. If an audit reveals that Quoter is using FCS Data beyond the scope of the Agreement, then, in addition to any other remedies available to FCS, Quoter shall reimburse FCS for the cost of such audit.

xvii) Unilateral Modifications. FCS cannot agree to any terms and conditions that are either unknown at the time of signing the contract; or can be unilaterally modified by Quoter. To the extent that any of the Quoter documents permit unilateral modifications, such provisions are null and void. If Quoter has separate terms and conditions in the form of a privacy policy, master services agreement, SAAS agreement, or otherwise, those terms and conditions must be included in the Quoter’s bid. In the case of any inconsistency between the terms and conditions of the RFP documents or Quoter’s documents, the RFP documents control.

ADDITIONAL CONDITIONS

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1. CONTRACT TYPE

The contract type contemplated for this solicitation is a Requirements Contract.

2. CONTRACT PERIOD

The base contract period shall be as stated in the contract award letter. The contract may be subject to options as stated below in paragraph 3.

3. OPTIONS

In addition to the base period, there are four (4) one-year options to be exercised at the sole discretion of FCS at the same terms, conditions and pricing of the base period.

4. CATEGORY OF AWARD

Award will be made on an “All or None” basis. However, FCS reserves the right to award to multiple contractors if it is deemed to be in the best interest of FCS.

5. REQUIREMENTS CONTRACT CLAUSE

This is a requirements request for quote for Language and Speech Protocols. There are no guarantees as to quantity of services FCS will require over the contract period stated, and therefore, no liability for non-purchase. More or less of the estimated quantity may be required.

6. DELIVERY REQUIREMENTS

Delivery or quote/performance shall be made only as authorized by Purchase Orders issued by FCS Contracting Department. The Contractor shall furnish to FCS all services specified in the schedule of the order issued by FCS.

7. OWNER’S REPRESENTATIVE

Supervision of the contract will be performed by FCS’ Representative, Sherry Johnson, Coordinator, Services for Exceptional Children or his/her designee(s). FCS reserves the right to change its representative by providing notice to the Quoter of such change.

8. RECEIPT OF ADDENDUM CLAUSE

Addenda issued to solicitations will be available via Euna Procurement (Bonfire) at https://fultonschools.bonfirehub.com or via the Euna Procurement (Bonfire) link on the FCS Contracting website at https://www.fultonschools.org/contracting. FCS’ Contracting Department shall not bear responsibility for receipt of addenda by mail. If Quoters do not acknowledge receipt of all addenda the quote or proposal may be determined to be non-responsive by the FCS Contracting Executive Director.

http://www.fultonschools.or/

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9. WARRANTY

All warranties shall run from the date of acceptance and shall remain in place for a period of one (1) year from the acceptance date. FCS’ representative or designee is responsible for inspection and acceptance of the goods. All non-conforming or defective products shall either be replaced at no cost to FCS within thirty (30) days of request by FCS or FCS shall be provided with a refund for the purchase price of the defective good.

Any replacement item must be of the same or comparable make and model.

FCS is not waiving, amending, or abridging any stated or implied contractual or warranty rights provided to FCS under state or federal law. Quoter warrants and agrees as follows:

(i) 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, fit for the purposes specified by FCS in this…