Attachment_“R”_Sample_Master_Software_and_Services_Agreement.pdf

Revised 12-08-2025

Agreement #MSA-2026-XXXX-XX Page 1 of 15

Master Software and Services Agreement with [CONTRACTOR NAME]

# MSA-2026-XXXX-XX

THIS AGREEMENT is made and entered into as of the last date signed below, by and between the SCHOOL BOARD OF VOLUSIA COUNTY, FLORIDA (hereinafter referred to as “BOARD”), a body corporate pursuant to s. 1001.40, Florida Statute, whose principal place of business is 200 North Clara Avenue, DeLand, Florida, 32720 and [CONTRACTOR Legal Name] (hereinafter referred to as “CONTRACTOR”), whose principal place of business is [CONTRACTOR’s address].

WHEREAS, the BOARD is interested in procuring the CONTRACTOR’s banking, purchasing card, and merchant, implementation, and training services for the Financial Services Division, and

WHEREAS, Florida Administrative Code 6A-1.012(12)(a) authorizes district school boards to acquire this solution by direct negotiation and contract with the CONTRACTOR, as best fits the needs of the school district as determined by the district school board; and

WHEREAS, CONTRACTOR desires to provide their banking, purchasing card, and merchant, implementation, and training services for the Financial Services Division.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.0 SPECIAL CONDITIONS

1.1 TERM OF AGREEMENT. The term of this Agreement shall commence on __________ and continue until _____________. The BOARD reserves the right to renew/re-negotiate any or all prices, terms, conditions, and specifications of the contract upon mutual agreement by both the BOARD and the CONTRACTOR.

Notwithstanding any other termination referenced herein or attached hereto, The BOARD reserves the right to terminate this agreement within 30 days prior to the start of each fiscal year (July 1) during the term of this agreement without cause or subject to any penalties or additional obligations.

1.2 RENEWAL/EXTENSION: The BOARD reserves the right to renew/renegotiate any or all prices, terms, conditions, and specifications of the agreement by both the BOARD and the CONTRACTOR for up to three (3) additional one (1) year renewal period(s) upon mutual agreement by both the BOARD and the CONTRACTOR. Renewals must be submitted in writing with the signature of the CONTRACTOR’S Authorized Representative(s). Renewals are contingent upon satisfactory performance evaluations by the BOARD and are subject to the availability of funds. NOTE: Upon exhaustion of all renewal periods, the BOARD also reserves the right to extend the agreement for a period not to exceed six (6) months and is subject to the same terms and conditions as set forth in the initial agreement and any written amendments/modifications signed by the parties. There may be only one (1) extension of the agreement unless failure to meet the criteria set forth in the agreement for completion of the services is due to events beyond the control of the CONTRACTOR. The CONTRACTOR will be notified when the recommendation has been acted upon by the BOARD.

1.3 STATEMENT OF WORK. The CONTRACTOR shall provide their software license, hosting, implementation, and training services (“Products” and “Services”) as outlined in Exhibits A and B. In the event of a conflict of interest between the terms and conditions of this agreement and any exhibits or attachments, the terms and conditions of this agreement shall prevail, and the following descending order of precedence shall be observed:

1.3.1 Agreement # MSA-2026-XXXX-XX

1.3.2 Exhibit A – ITN-2025-9055-EK Banking Services, Purchasing Card Services, and Merchant

Services

1.3.3 Exhibit B – Contractor’s Proposal

1.4 CONTRACTOR’S RESPONSIBILITIES. The CONTRACTOR shall provide Products and Services to the

BOARD that are fully defined and in accordance with Exhibit A, attached hereto and incorporated by reference.

Agreement #MSA-2026-XXXX-XX Page 2 of 15

1.5 The BOARD’s Responsibilities.

1.5.1 The BOARD has accepted the pricing of Products and Services included in the Exhibit B.

1.5.2 The BOARD has accepted the dates in the Implementation Schedule as shown in Exhibit B and has committed the appropriate resources to ensure a successful implementation of the Project.

1.6 PAYMENT & COMPENSATION. Based upon the completion of services described above, the CONTRACTOR shall receive compensation based on the agreed upon rates as defined in Exhibit B.

Services are not-to-exceed $XXX during the term of this agreement as compensation for all work and services performed and authorized by the ADMINISTRATOR. Any and all expenses, such as travel to, from and within Volusia County, lodging, sustenance, materials, supplies, and necessary equipment are considered to be covered by the rate unless agreed upon in advance. The CONTRACTOR shall be required to submit an invoice to the ADMINISTATOR upon completion of services. Payment will be made in accordance with Section 218.70, Florida Statutes, et. seq., the Local Government Prompt Payment Act. An IRS W-9 form must be completed and attached to this agreement.

1.7 DELIVERABLES. CONTRACTOR and the BOARD agree to provide the deliverables identified in Exhibit A according to the terms noted therein. Failure by either party to provide the resources needed to complete this project (identified in Exhibit A) may result in suspension of the project.

1.8 DISTRICT ADMINISTRATOR. The Superintendent has designated a District Administrator assigned to act on behalf of the BOARD in all matters pertaining to this Agreement and to authorize services, accept and approve all reports, drafts, products and/or invoices: [insert Administrator Name, Title, Phone # Ext:

XXXXX, and Email].

1.9 TAXES. The BOARD is exempt from Federal Excise Tax and Florida sales tax. Certificate is available on the Procurement Department’s website: https://www.vcsedu.org/directory/departments/financial-services/procurement

1.10 ACCEPTANCE. Goods/services purchased as result of this AGREEMENT shall be inspected for compliance with specifications. Items delivered not in conformance with the specifications may be rejected and returned at the CONTRACTOR’s expense. Those items/services not delivered by the delivery date specified in the accepted offer, Purchase Order and/or this agreement may be purchased from another source.

1.11 CANCELLATION OF ORDER. A request by either party prior to delivery/acceptance to cancel the order at no cost.

1.12 DISCONTINUED. When applicable, the CONTRACTOR shall give the BOARD 30 (thirty) days advance notice of a discontinued item(s) so that BOARD can purchase additional quantities of discontinued item(s).

The BOARD must give written approval of replacement(s) if they exceed previous price or fail to meet quality, form, fit, or function of the discontinued item. Time is of the essence regarding Performance of Services and this AGREEMENT can be terminated by the BOARD for convenience, non-appropriation of funds, or non-performance.

1.13 RECEIVING/INVOICING: No payment will be made for commodities ordered without proper purchase order authorization. The BOARD shall pay the CONTRACTOR pursuant to and in accordance with the promulgations set forth by the State of Florida’s Prompt Payment Act (Florida Statutes Section 218. 70).

Payment shall not be made until delivery has been completed, inspected, and accepted by the BOARD in the quality and quantity ordered. Payment will be accomplished by submission of invoice, in duplicate, with Purchase Order Number referenced thereon and mailed to the address set forth on the purchase order or sent via e-mail transmission to the District Administrator. Payment in advance of delivery by the BOARD cannot be made.

1.13.1 All invoices submitted must contain the following detailed information in order to be processed for payment:

a) Purchase Order number

b) Date or time of monthly statement

c) Name of BOARD employee(s) that authorized purchase

d) Itemized parts and supplies

2.0 GENERAL CONDITIONS

https://www.vcsedu.org/directory/departments/financial-services/procurement https://www.vcsedu.org/directory/departments/financial-services/procurement

Agreement #MSA-2026-XXXX-XX Page 3 of 15

2.1 BACKGROUND SCREENING. In the event the requirements include the need for CONTRACTOR to visit schools with students present, CONTRACTOR agrees to comply with all requirements of Sections

1012.32 and 1012.465, Florida Statutes, and all of its personnel who (1) are to be permitted access to school grounds when students are present, (2) will have direct contact with students, or (3) have access or control of school funds, will successfully complete the background screening required by the referenced statutes and meet the standards established by the statutes. This background screening will be conducted by the BOARD in advance of CONTRACTOR or its personnel providing any services under the conditions described in the previous sentence. CONTRACTOR shall bear the cost of acquiring the background screening required by Section 1012.32, Florida Statutes, and any fee imposed by the Florida Department of Law Enforcement to maintain the fingerprints provided with respect to CONTRACTOR and its personnel. The Parties agree that the failure of CONTRACTOR to perform any of the duties described in this section shall constitute a material breach of this Agreement entitling the BOARD to terminate this Agreement immediately with no further responsibilities or duties to perform under this Agreement.

CONTRACTOR agrees to indemnify and hold harmless the BOARD, its officers and employees resulting from liability or claims made by any person who may suffer physical or mental injury, death or property damage resulting in the CONTRACTOR’s failure to comply with the requirements of this Section or with Sections 1012.32 and 1012.465, Florida Statutes.

2.2 CHILD NEGLECT. The CONTRACTOR and its employees shall be subject to the requirements of §39.201 Florida Statute that requires the reporting of child abuse or child neglect to the State of Florida, Department of Children and Families via the Florida Abuse Hotline 1-800-962-2873.

2.3 INDEMNIFICATION. The CONTRACTOR agrees to indemnify, hold harmless and defend the BOARD, its officers, employees, agents and representatives from any and all claims, judgments, costs, and expenses including, but not limited to, reasonable attorney’s fees, reasonable investigative and discovery costs, court costs and all other sums which the BOARD, its officers, employees, agents and representatives may pay or become obligated to pay on account of any, all and every claim or demand, or assertion of liability, or any claim or action founded thereon, arising or alleged to have arisen out of the products, goods or services furnished by the CONTRACTOR, its agents, servants or employees; the equipment of the CONTRACTOR, its agents, servants or employees while such equipment is on premises owned or controlled by the BOARD; or the negligence of the CONTRACTOR or the negligence of the CONTRACTOR’s agents when acting within the scope of their employment, whether such claims, judgments, costs and expenses be for damages, damage to property including the BOARD’s property, and injury or death of any person whether employed by the CONTRACTOR, the BOARD or otherwise.

The BOARD agrees to be responsible for the acts of negligence by its officers, employees, agents, or representatives when acting within the scope of their employment and agrees to be liable for any damages resulting from said negligence subject solely to the limitations as set forth in §768.28(5) Florida Statutes.

2.4 INSURANCE. CONTRACTORS and vendors will provide a certificate(s) with evidence of such insurance coverage to the extent listed in Sections 1-6 below before commencement of work.

Insurance listed in Section1 below is required of all CONTRACTORS and vendors: the BOARD and its board members, officers, and employees shall be named as an additional insured to the Commercial General Liability insurance policy on a form no more restrictive than ISO form CG 20 10 (Additional Insured -– Owners, Lessees, or CONTRACTOR) or its equivalent to include Products and Completed Operations. The BOARD and its board members, officers, and employees shall be named as an additional insured on the Commercial Auto and Professional Liability. If the BOARD and its board members, officers, and employees are not named as additional insureds then the BOARD reserves the right terminate this agreement.

Insurance listed in Section 2 below: All CONTRACTORS engaging in construction-related activities, as defined by 440.02(8) Florida Statutes, on behalf of the BOARD are required to carry this insurance to the limit listed below. All non-construction CONTRACTORS whose work for the BOARD includes products or services, and the value of these products or services are in excess of $25,000 are required to carry this insurance to the limit listed below.

Insurance listed in Section 3 below: Any CONTRACTOR or vendor transporting BOARD employees, delivering, or transporting BOARD owned equipment or property, or providing services or equipment where a reasonable person would believe the BOARD is responsible for the work of the CONTRACTOR from portal to portal is required to carry this insurance to the limit listed below.

Insurance as listed in Section 4 below: All non-construction CONTRACTORS and vendors that have one or more employees or subcontracts any portion of their work to another individual or company are required to have workers’ compensation insurance. For contracts of $35,000 or more, no State of Florida, Division

Agreement #MSA-2026-XXXX-XX Page 4 of 15 of Workers’ Compensation, Exemption forms will be accepted. All CONTRACTORS engaging in construction-related activities, as defined by 440.02(8) Florida Statutes, on behalf of the BOARD are required to have workers’ compensation insurance. All entities and individuals required to have workers compensation insurance must purchase a commercial workers’ compensation insurance policy to the limits listed below. The Workers’ Compensation policy must be endorsed to waive the insurer’s right to subrogate against the BOARD, and its board members, officers and employees in the manner which would result from the attachment of the NCCI Waiver Of Our Right To Recover From Others Endorsement (Advisory Form WC 00 03 13).

Insurance as listed in Section 5 below: All CONTRACTORS providing professional services including but not limited to architects, engineers, attorneys, auditors, accountants, etc. are required to have this insurance to the limits listed below.

Insurance as listed in Section 6 below: All CONTRACTORS or vendors providing software shall cover, at a minimum, the following:

• Data Loss and System Damage Liability

• Security Liability

• Privacy Liability

• Privacy/Security Breach Response Coverage, including Notification Expenses

Such Cyber Liability coverage must be provided on an Occurrence Form or, if on a Claims Made Form, the retroactive date must be no later than the first date of this Agreement and such claims-made coverage must respond to all claims reported within three years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis.

All CONTRACTORS will carry and maintain policies as described in Sections 1 to 6 above and as checked off in the box to the left of each Section 1 to 6 below. All required insurance must be from insurance carriers that have a rating of “A” or better and a financial size category of “VII” or higher according to the A. M. Best Company. All required insurance policies must be endorsed to provide for notification to the BOARD thirty (30) days in advance of any material change in coverage or cancellation. This is applicable to the procurement and delivery of products, goods, or services furnished to the School Board of Volusia County, Florida.

The CONTRACTOR shall, within thirty (30) days after receipt of a written request from the BOARD, provide the BOARD with a certified copy or certified copies of the policy or policies providing the coverage required by this Section 2.4. The CONTRACTOR may redact or omit, or cause to be redacted or omitted, those provisions of the policy or policies which are not relevant to the insurance required by Section 2.4.

All insurance provided by the CONTRACTOR shall apply on a primary basis to and shall not require contribution from, any other insurance or self-insurance maintained by the BOARD. Any insurance, or self-insurance, maintained by the BOARD shall be in excess of, and shall not contribute with, CONTRACTOR-provided insurance. The CONTRACTOR’S insurance shall provide the BOARD a Waiver of Subrogation and a 30-day Notice of Cancellation with 10 days for Non-Payment for General Liability, Auto Liability, Workers Compensation, Professional Liability and Cyber Liability.

1. Commercial General Liability Insurance:

Bodily Injury and Property Damage Per Occurrence - $1,000,000 General Aggregate - $2,000,000

2. Product Liability and/or Completed Operations Insurance:

Bodily Injury and Property Damage Per Occurrence - $1,000,000 Products – Completed Operations Aggregate - $2,000,000

3. Automobile Liability:

Bodily Injury and Property Damage:

Combined Single Limit (each accident) - $1,000,000

4. Workers’ Compensation/Employer’s Liability:

W.C. Limit Required* - Statutory Limits E.L. Each Accident - $ 500,000 E.L. Disease – Each Employee $ 500,000 E.L. Disease – Policy Limit $ 500,000

Agreement #MSA-2026-XXXX-XX Page 5 of 15

5. Professional Liability Insurance (Errors and Omissions):

For services, goods or projects that will exceed $1,000,000 in values over a year.

Each Claim - $1,000,000 Annual Aggregate - $2,000,000

For services, goods or projects that will not exceed $1,000,000 in values over a year.

Annual Aggregate - $1,000,000

6. Cyber Liability and Data Storage:

Each Claim - $1,000,000 Annual Aggregate - $1,000,000

Except as otherwise specifically authorized in this Agreement, no deductible or self-insured retention for any required insurance provided by the CONTRACTOR pursuant to this Agreement will be allowed. To the extent any required insurance is subject to any deductible or self-insured retention (whether with or without approval of the BOARD), the CONTRACTOR shall be responsible for paying on behalf of the BOARD (and any other person or organization that the CONTRACTOR has, in this Agreement, agreed to include as an insured for the required insurance) any such deductible or self-insured retention.

The CONTRACTOR shall continue to maintain products/completed operations coverage in the amounts stated above for a period of three (3) years after the final completion of the Work.

Professional Liability coverage must be maintained in the amounts stated above for a two-year period following completion of the contract.

Compliance with these insurance requirements shall not limit the liability of the CONTRACTOR, its subcontractors, sub-subcontractors, employees, or agents. Any remedy provided to the BOARD or the BOARD’s board members, officers or employees by the insurance provided by the CONTRACTOR shall be in addition to and not in lieu of any other remedy (including, but not limited to, as an indemnitee of the CONTRACTOR) available to the BOARD under this Agreement or otherwise.

Neither approval nor failure to disapprove insurance furnished by the CONTRACTOR shall relieve the CONTRACTOR from the responsibility to provide insurance as required by this Agreement.

2.5 NO WAIVER OF SOVEREIGN IMMUNITY. Nothing herein is intended to serve as a waiver of sovereign immunity by any agency or political subdivision to which sovereign immunity may be applicable.

2.6 NO THIRD-PARTY BENEFICIARIES. The parties expressly acknowledge that it is not their intent to create or confer any rights to or obligations upon any third person or entity under this Agreement. None of the parties intend to directly or substantially benefit a third party by this Agreement. The parties agree that there are no third-party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against any of the parties based upon this Agreement. Nothing herein shall be construed as consent by an agency or political subdivision of the State of Florida to be sued by third parties for any matter arising out of this or any other contract.

2.7 ACCESS TO AND RETENTION OF DOCUMENTATION. The BOARD, the United States Department of

Education, the Comptroller General of the United States, the Florida Department of Education, or any of their duly authorized representatives shall have access to any books, documents, papers, and records of the CONTRACTOR which are directly pertinent to work and services to be performed under this agreement for the purpose of audit, examination, excerpting and transcribing. The parties will retain all such required records, and records required under any state or federal rules, regulations or laws respecting audit, for a period of five years after the BOARD has made final payment and all services have been performed under this agreement.

2.8 CONTRACTOR’S PUBLIC RECORDS. Public Records Act/Chapter 119 Requirements. CONTRACTOR agrees to comply with the Florida Public Records Act (Chapter 119, Florida Statutes) to the fullest extent applicable, and shall, if this engagement is one for which services are provided, by doing the following:

2.8.1 CONTRACTOR and its subcontractors shall keep and maintain public records required by the

BOARD to perform the service.

2.8.2 CONTRACTOR and its subcontractors shall upon request from the BOARD's custodian of public records, provide the BOARD with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed that provided in chapter 119, Florida Statutes or as otherwise provided by law;

Agreement #MSA-2026-XXXX-XX Page 6 of 15

2.8.3 CONTRACTOR and its subcontractors shall ensure that public records that are exempt or that are confidential and exempt from the public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONTRACTOR does not transfer the records to the BOARD; and

2.8.4 CONTRACTOR and its subcontractors upon completion of the contract shall transfer to the

BOARD, at no cost, all public records in possession of the CONTRACTOR and its subcontractors or keep and maintain the public records required by the BOARD to perform the service. If the CONTRACTOR and its subcontractors transfer all public records to the BOARD upon completion of the contract, the CONTRACTOR and its subcontractors shall destroy any duplicate public records that are exempt or that are confidential and exempt from the public records disclosure requirements. If the CONTRACTOR and its subcontractors keep and maintain public records, upon completion of the contract, the CONTRACTOR and its subcontractors shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the BOARD, upon request from the BOARD's custodian of public records, in a format that is compatible with the information technology systems of the BOARD.

2.8.5 The parties agree that if the CONTRACTOR and its subcontractors fail to comply with a public records request, then the BOARD must enforce the Agreement provisions in accordance with the Agreement and as required by Section 119.0701, Florida Statutes.

2.8.6 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC

RECORDS RELATING TO THIS CONTRACT, CONTACT

THE CUSTODIAN OF PUBLIC RECORDS AT:

386-734-7190 Ext. 20110 or 20138 publicrecordsrequest@volusia.k12.fl.us

200 NORTH CLARA AVE, DELAND, FLORIDA 32720

2.9 NON-DISCRIMINATION. The parties shall not discriminate against any employee or participant in the performance of the duties, responsibilities, and obligations under this Agreement because of race, age, religion, color, gender, national origin, marital status, disability, or sexual orientation.

2.10 TERMINATION. This Agreement may be canceled with or without cause by the BOARD during the term hereof upon thirty (30) days written notice to the other party of its desire to terminate this Agreement.

2.11 NON-APPROPRIATION. The CONTRACTOR understands and agrees any, and every agreement is subject to the availability of funds to the BOARD to purchase the specified products/services. As used herein, a “non-appropriation” shall be defined as an occurrence wherein the BOARD, in any fiscal period, does not allocate funds in its budget for the purchase of the specified products/services or other amounts owed pursuant to any agreement from the source of funding which the BOARD anticipates using to pay its obligations hereunder, and the BOARD has no other funds, from sources other than taxes, which it deems to be available to pay its obligations under agreement. The BOARD may terminate a contract, with no further liability to the CONTRACTOR, effective the first day of a fiscal period provided that:

a) a non-appropriation has occurred, and,

b) The BOARD has provided the CONTRACTOR with written notice of termination not less than fifteen (15) days before the proposed termination date.

c) Upon the occurrence of such non-appropriation the BOARD shall not be obligated for payment for any fiscal period for which funds have not been appropriated.

2.12 RECORDS. Each party shall maintain its own respective records and documents associated with this Agreement in accordance with the records retention requirements applicable to public records. Each party shall be responsible for compliance with any public documents request served upon it pursuant to Section 119.07, Florida Statutes, and any resultant award of attorney’s fees for non-compliance with that law.

2.13 ENTIRE AGREEMENT. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no https://volusiastudents.sharepoint.com/sites/PurchasingTeam/Shared%20Documents/General/2.5%20CPT%20-%20Computer%20Equip,%20Tech,%20Supplies%20(Software,%20Hardware,%20IT%20Svcs)/Software/publicrecordsrequest@volusia.k12.fl.us

Agreement #MSA-2026-XXXX-XX Page 7 of 15 deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written.

2.14 AMENDMENTS. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by each party hereto.

2.15 PREPARATION OF AGREEMENT. The parties acknowledge that they have sought and obtained competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to herein express their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.

2.16 WAIVER. The parties agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term herein. Any party’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement.

2.17 COMPLIANCE WITH LAWS. Each party shall comply with all applicable federal and state laws, codes, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement.

2.18 GOVERNING LAW & VENUE. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any controversies or legal problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of Volusia County, Florida.

2.19 BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

2.20 ASSIGNMENT. Neither this Agreement nor any interest herein may be assigned, transferred, or encumbered by any party without the prior written consent of the other party. There shall be no partial assignments of this Agreement including, without limitation, the partial assignment of any right to receive payments from the BOARD. This contract may not be assigned by the CONTRACTOR in any fashion, whether by operation of law, or by conveyance of any type, including without limitation, transfer of stock in CONTRACTOR, without the prior written consent of the BOARD, which the BOARD may withhold in its sole discretion.

2.21 FORCE MAJEURE. Neither party shall be obligated to perform any duty, requirement, or obligation under this Agreement if such performance is prevented by fire, hurricane, earthquake, explosion, wars, sabotage, accident, flood, acts of God, strikes, or other labor disputes, riot or civil commotions, or by reason of any other matter or condition beyond the control of either party, and which cannot be overcome by reasonable diligence and without unusual expense (“Force Majeure”). In no event shall a lack of funds on the part of either party be deemed Force Majeure.

2.22 SEVERABILITY. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, unlawful, unenforceable, or void in any respect, the invalidity, illegality, unenforceability or unlawful or void nature of that provision shall not affect any other provision and this Agreement shall be considered as if such invalid, illegal, unlawful, unenforceable, or void provision had never been included herein.

2.23 NOTICE. When any of the party’s desire to give notice to the other, such notice must be in writing, may be given via e-mail transmission to the District Administrator, or by U.S. Mail, postage prepaid, addressed to the party for whom it is intended at the place last specified; the place for giving notice shall remain such until it is changed by written notice in compliance with the provisions of this paragraph. For the present, the Parties designate the following as the respective places for giving notice:

To the BOARD: Superintendent of Schools School Board of Volusia County, Florida 200 North Clara Ave, DeLand, FL 32720

A Copy to: Director of Procurement School Board of Volusia County, Florida 200 N. Clara Avenue

Agreement #MSA-2026-XXXX-XX Page 8 of 15

DeLand, FL 32720

To CONTRACTOR: CONTRACTOR COMPANY NAME

REPRESENTATIVE NAME

CONTRACTOR RERESENTATIVE TITLE

CONTRACTOR ADDRESS

CONTRACTOR ADDRESS

2.24 CAPTIONS. The captions, section numbers, article numbers, title and headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such articles or sections of this Agreement, nor in any way effect this Agreement and shall not be construed to create a conflict with the provisions of this Agreement.

2.25 AUTHORITY. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal authority to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement.

2.26 EXCESS FUNDS. Any party receiving funds paid by the BOARD under this Agreement agrees to promptly notify the BOARD of any funds erroneously received from the BOARD upon the discovery of such erroneous payment or overpayment. Any such excess funds shall be refunded to the BOARD with interest calculated from the date of the erroneous payment or overpayment. Interest shall be calculated using the interest rate for judgments under Section 55.03, Florida Statutes, applicable at the time the erroneous payment or overpayment was made by the BOARD.

2.27 INDEPENDENT CONTRACTOR. The CONTRACTOR certifies that it is an independent CONTRACTOR and shall not employ, contract with, or otherwise use the services of any officer or employee of the BOARD. The CONTRACTOR certifies that its owner(s), officers, directors or agents, or members of their immediate family, do not have an employee relationship or other material interest with the BOARD.

2.28 CONDUCT WHILE ON SCHOOL PROPERTY. The CONTRACTOR acknowledges that its employees and agents will behave in an appropriate manner while on the premises of any school facility and shall at all times conduct themselves in a manner consistent with the BOARD policies and within the discretion of the premises administrator (or designee). It is a breach of this agreement for any agent or employee of the CONTRACTOR to behave in a manner which is inconsistent with good conduct or decorum or to behave in any manner that will disrupt the educational program or constitute any level of threat to the safety, health, and wellbeing of any student or employee of the BOARD. The CONTRACTOR agrees to immediately remove any agent or employee if directed to do so by the premises administrator or designee.

2.29 COPYRIGHTS. The CONTRACTOR is hereby notified that the federal awarding agency reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government purposes: the copyright in any work developed under a grant, subgrant, or contract under a grant or subgrant; and, any rights of copyright to which a grantee, subgrantee or a CONTRACTOR purchases ownership with grant support. Furthermore, the parties agree that the BOARD has the right to make copies of any materials, whether in tangible or electronic means or media, that are delivered under the provisions of this agreement for use within the BOARD for purposes related to the BOARD business, operations, the delivery of the educational program or to comply with the requirements of law, rule, policy or regulation. Any material not designated as reproducible by CONTRACTOR may not be copied by the BOARD provided that such material was copyrighted by CONTRACTOR before performance under this agreement and was not developed specifically for the BOARD under this Agreement.

2.30 DEBARMENT. By signing this Agreement, CONTRACTOR certifies, to the best of its knowledge and belief, that it and its principals:

(a) Are not presently debarred, suspended, proposed for debarment, and declared ineligible, or voluntarily excluded from covered transactions by a federal department or agency.

(b) Have not, within the preceding five-year period, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property.

Agreement #MSA-2026-XXXX-XX Page 9 of 15

(c) Are not presently indicted or otherwise criminally charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in the preceding paragraph (b).

(d) Have not within the preceding five-year period had one or more public transactions (federal, state, or local) terminated for cause or default.

CONTRACTOR agrees to notify the BOARD within 30 days after the occurrence of any of the events, actions, debarments, proposals, declarations, exclusions, convictions, judgments, indictments, information’s, or terminations as described in paragraphs (a) – (d) above, with respect to CONTRACTOR or its principals.

2.31 CONFIDENTIAL STUDENT INFORMATION. Notwithstanding any provision to the contrary contained in this agreement between the CONTRACTOR and the BOARD; CONTRACTOR and its officers, employees, agents, representatives, contractors, and sub-contractors shall fully comply with the requirements of Section 1002.22 and Section 1002.221, Florida Statutes, or any other law or regulation, either federal or State of Florida, regarding confidentiality of student information and records, Further, CONTRACTOR for itself and its officers, employees, agents, representatives, contractors, or sub-contractors, shall fully indemnify and hold the BOARD and its officers and employees harmless for any violation of this covenant, including but not limited to defending the BOARD and its officers and employees against any complaint, administrative or judicial proceeding, payment of any penalty imposed upon the BOARD or payment of any and all costs(s), damages(s), judgment(s), or loss(es) incurred by or imposed upon the BOARD arising out of the breach of this covenant by the vendor, or an officer, employee, agent, representative, contractor, or sub-contractor of the vendor to the extent and only to the extent that the vendor or an officer, employee, agent, representative, contractor, or sub-contractors of the vendor shall either intentionally or negligently violate the provisions of this covenant, or Sections 1002.22 or 1002.221, Florida Statutes. This provision shall survive the termination of or completion of all performance or obligations under this agreement and shall be fully binding upon CONTRACTOR until such time as any proceeding brought on account of this covenant is barred by any applicable statute of limitations.

3.0 PROTECTION AND HANDLING OF DATA.

3.1 Data Confidentiality and Security – CONTRACTOR shall implement appropriate measures designed to ensure the confidentiality and security of Protected Information.

3.2 Compliance – CONTRACTOR will not knowingly permit any CONTRACTOR’S personnel to have access to any BOARD facility or any records or data of the BOARD if the person has been convicted of a crime in connection with (i) a dishonest act, breach of trust, or money laundering, or has agreed to enter into a pretrial diversion or similar program in connection with a prosecution for such offense, as described in Section 19 of the Federal Deposit Insurance Act, 12 U.S.C. §1829(a); or (ii) a felony. CONTRACTOR shall assure that all contracts with subcontractors impose these obligations on the subcontractors and shall monitor the subcontractors’ compliance with such obligations. No subcontractors may be used without prior written consent of the BOARD.

3.3 FERPA – To the extent Services provided hereunder pertain to the access to student information, CONTRACTOR shall adhere to all standards included in the Family Educational Rights and Privacy Act (FERPA) and Sections 1001.41 and 1002.22, Florida Statutes (the Protection of Pupil Privacy Acts), and other applicable laws and regulations as they relate to the release of student information. Notwithstanding the above, it is understood and agreed that the BOARD shall obtain any necessary consents from parents or students prior to providing student information to CONTRACTOR, and the BOARD is wholly responsible for providing annual notice to students and parents of their rights with respect to Florida Statutes.

3.4 HIPAA, CIPA, and GLBA – CONTRACTOR also agrees to comply with all applicable state and federal laws and regulations, including Health Information Privacy and Accountability Act (HIPAA), Children Internet Protection Act (CIPA), and the Gramm-Leach Bliley Act (GLBA).

DATA DE-IDENTIFICATION

CONTRACTOR may use aggregate data only for product development, research, or other purposes.

CONTRACTOR must have approval of the BOARD to publish or market BOARD data.

3.5 Data Security – CONTRACTOR agrees to protect and maintain the security of data with protection security measures that include maintaining secure environments that are patched with all appropriate security updates as designated by a relevant authority (e.g., Microsoft notifications, etc.) Likewise, the BOARD agrees to conform to the following measures to protect and secure data:

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a. Data Transmission. CONTRACTOR agrees that any and all transmission or exchange of system application data with the BOARD and/or any other parties shall take place via secure means, e.g., HTTPS, FTPS, SFTP, or equivalent.

b. Data Storage and Backup. CONTRACTOR agrees that any and all BOARD data will be stored, processed, and maintained solely on designated servers and that no BOARD data at any time will be processed on or transferred to any portable or laptop computing device or any portable storage medium, unless that storage medium is in use as part of CONTRACTOR'S designated backup and recovery processes. All servers, storage, backups, and network paths utilized in the delivery of the service shall be contained within the states, districts, and territories of the United States unless specifically agreed to in writing by a BOARD officer with designated data, security, or signature authority. An appropriate officer with the necessary authority can be identified by the BOARD Chief Information Security Officer for any general or specific case.

c. CONTRACTOR agrees to store all BOARD backup data stored as part of its backup and recovery processes in encrypted form, using no less than 128 bit key.

d. Data Re-Use. CONTRACTOR agrees that any and all data exchanged shall be used expressly and solely for the purposes enumerated in this Agreement. Data shall not be distributed, repurposed, or shared across other applications, environments, or business units of CONTRACTOR. As required by Federal law, CONTRACTOR further agrees that no BOARD data of any kind shall be revealed, transmitted, exchanged, or otherwise passed to other contractors or interested parties except as necessary in order to perform the Services. Any other transmission or exchange of BOARD data is only permitted on a case-by-case basis as specifically agreed to in writing by a BOARD officer with designated data, security, or signature authority.

3.6 End of Agreement Data Handling – CONTRACTOR will ensure that District Data is encrypted, and that all device/medium will be scanned at the completion of any contract or service agreement and/or research study or project to ensure that no District Data, PII, personal information and/or student record information is stored on such electronic devices/medium. Furthermore, CONTRACTOR will have in place a service that will allow CONTRACTOR to wipe the hard drive on any stolen laptop or mobile electronic device remotely and have a protocol in place to ensure compliant use by employees.

a) CONTRACTOR agrees that upon termination of this Agreement and requested by the BOARD in writing it shall erase, destroy, and render unreadable all BOARD data, and certify in writing that these actions have been completed within thirty (30) days of the termination of this Agreement or within seven (7) days of the request of an agent of the BOARD, whichever shall come first.

If the BOARD receives a subpoena, warrant, or other legal order, demand (including an application for public information filed pursuant to Florida public records laws, or request seeking Data maintained by CONTRACTOR, the BOARD will promptly provide a copy of the application to CONTRACTOR. CONTRACTOR will promptly supply the BOARD with copies of records or information required in order for the BOARD to respond and will cooperate with the BOARD’s reasonable requests in connection with its response.

b) Upon receipt of a litigation hold request, CONTRACTOR will preserve all documents and BOARD’s data as identified in such request, and suspend any operations that involve overwriting, or potential destruction of documentation arising from such litigation hold.

3.7 Data Breach – CONTRACTOR agrees to comply with the State of Florida Database Breach Notification process and all applicable laws that require the notification of individuals in the event of unauthorized release of personally identifiable information or other event requiring notification. In the event of a breach of any of CONTRACTOR’s security obligations or other event requiring notification under applicable law (“Notification Event”), CONTRACTOR agrees to notify the BOARD immediately and assume responsibility for informing all such individuals in accordance with applicable law and to indemnify, hold harmless, and defend the BOARD and its trustees, officers, and employees from and against any claims, damages, or other harm related to such Notification Event.

3.8 Mandatory Disclosure of Protected Information – If CONTRACTOR becomes compelled by law or regulation (including securities laws) to disclose any Protected Information, CONTRACTOR will provide the BOARD with written notice within 72 hours, so that the BOARD may seek an appropriate protective order or other remedy. If a remedy acceptable to the BOARD is not obtained by the date that CONTRACTOR must comply with the request, CONTRACTOR will furnish only that portion of the Protected Information that it is legally required to furnish, and CONTRACTOR shall require any recipient of the Protected Information to exercise commercially reasonable efforts to keep the Protected Information confidential. As soon as practicable, upon BOARD request, provide BOARD with a copy of its response.

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3.9 Remedies for Disclosure of Confidential Information – CONTRACTOR and BOARD acknowledge that unauthorized disclosure or use of the Protected Information may irreparably damage the BOARD in such a way that adequate compensation could not be obtained from damages in an action at law.

Accordingly, the actual or threatened unauthorized disclosure or use of any Protected Information shall give the BOARD the right to seek injunctive relief restraining such unauthorized disclosure or use, in addition to any other remedy otherwise available (including reasonable attorneys' fees). CONTRACTOR hereby waives the posting of a bond with respect to any action for injunctive relief. CONTRACTOR further grants BOARD the right, but not the obligation, to enforce these provisions in CONTRACTOR'S name against any of CONTRACTOR'S employees, officers, board members, owners, representatives, agents, contractors, and subcontractors violating the above provisions.

3.10 Safekeeping and Security – As part of the Services, CONTRACTOR will be responsible for safekeeping all keys, access codes, combinations, access cards, personal identification numbers, and similar security codes and identifiers issued to CONTRACTOR’S employees, agents, or subcontractors. CONTRACTOR agrees to require its employees to promptly report a lost or stolen access device or information.

3.11 Non-Disclosure – CONTRACTOR is permitted to disclose Confidential Information to its employees, authorized subcontractors, agents, consultants, and auditors on a need-to-know basis only, provided that all such subcontractors, agents, consultants, and auditors have written confidentiality obligations to CONTRACTOR and BOARD.

3.12 Request for Additional Protection – From time to time, the BOARD may reasonably request that

CONTRACTOR protect the confidentiality of certain Protected Information in particular ways to ensure that confidentiality is maintained. CONTRACTOR has the right to reasonably decline BOARD’s request.

3.13 Data Ownership – Unless expressly agreed to the contrary in writing, all BOARD Data or PII prepared by CONTRACTOR (or its subcontractors) for the BOARD will not be disclosed to any other person or entity. CONTRACTOR warrants to the BOARD that the BOARD will own all rights, title, and interest in any and all intellectual property created in the performance of this Agreement and will have full ownership and beneficial use thereof, free, and clear of claims of any nature by any third party including, without limitation, copyright, or patent infringement claims. CONTRACTOR agrees to assign and hereby assigns all rights, title, and interest in any and all BOARD created intellectual property created in the performance of the Agreement to the BOARD and will execute any future assignments or other documents needed for the BOARD to document, register, or otherwise perfect such rights. Notwithstanding the foregoing, CONTRACTOR retains all right, title and interest in and to its software, documentation, training and implementation materials and other materials provided in connection with CONTRACTOR’S services (collectively, “CONTRACTOR IP”). CONTRACTOR grants to the BOARD a personal, nonexclusive license to use the CONTRACTOR IP for its own non-commercial, incidental use as set forth in the end user license agreement accompanying such software and as contemplated herein. All data of the BOARD remains the property of the BOARD.

It is understood and agreed that the BOARD is the exclusive Owner of the BOARD data and that at no point in time does or will the CONTRACTOR become the Owner of any BOARD Data, PII or BOARD files, and that should the CONTRACTOR be subject to dissolution or insolvency, BOARD data, PII, or files will not be considered an asset or property of the CONTRACTOR. The BOARD reserves the right to demand the prompt return of any and all BOARD data and PII at any time and for any reason whatsoever.

4.0 FEDERAL GRANTS TERMS AND CONDITIONS.