RFP 24_008_docx (1).pdf

Vision We strive to cultivate an educational foundation that empowers students to realize their full potential, thrive as productive global citizens, ignite positive change, and create a more just and equitable world.

DATE: DECEMBER 4, 2023

TO: ALL OFFERORS

FROM: LONITA BROOME - Chief Financial Officer

RE: Request for Proposal No. 24-008 Algebra I Mathematics Virtual Tutoring

City Schools of Decatur (CSD) invites you to submit a proposal furnishing all goods and/or services required for Algebra I Mathematics Virtual Tutoring.

Sealed Proposals will be received subject to the attached terms specified in “Proposal Conditions”, at the office of the CSD Purchasing Department, The Elizabeth Wilson Center, 125 Electric Avenue, Decatur GA 30030. Proposals will be received up to 4:00 p.m. local time (as per the Purchasing Department time clock) on Thursday, December 21, 2023. Proposals must be time stamped by CSD in the manner described herein in order to be timely.

Questions regarding the proposal process should be directed in writing to the Purchasing Department via email at csdpurchasing@csdecatur.net. Only questions received prior to 4:00 p.m. on Friday, December 15, 2023 will be considered.

Proposals are subject to rejection if the signature page is not completed and returned with the proposal on or before time of proposal opening.

PROPOSALS SHALL BE SUBMITTED IN A SEALED ENVELOPE AND PLAINLY

MARKED “REQUEST FOR PROPOSAL NO. 24-008, ON THE OUTSIDE OF THE

ENVELOPE, AS WELL AS THE DATE OF THE PROPOSAL OPENING. IF NOT

SUBMITTING A PROPOSAL, “NO PROPOSAL” MUST BE INDICATED AS SUCH

ALONG WITH THE SOLICITATION NUMBER ON THE OUTSIDE OF THE

ENVELOPE. FOR IDENTIFICATION PURPOSES, THE CONTRACTOR’S NAME AND

COMPLETE ADDRESS SHALL BE CLEARLY PRINTED OR TYPED ON THE

OUTSIDE OF THE ENVELOPE. FAXED RESPONSES WILL NOT BE ACCEPTED

SOLICITATION NO. 24-008

REQUEST FOR PROPOSAL

FOR

ALGEBRA I MATHEMATICS VIRTUAL TUTORING

CITY SCHOOLS OF DECATUR - PURCHASING DEPARTMENT

ELIZABETHWILSON CENTER

125 ELECTRIC AVENUE

DECATUR, GEORGIA 30030

TABLE OF CONTENTS

FOR

REQUEST FOR PROPOSAL NO. 24-008

ALGEBRA 1 MATHEMATICS

TITLE PAGE NO.

TABLE OF CONTENTS 3

PREPARATION AND SUBMISSION OF PROPOSALS 4

ADDITIONAL CONDITIONS 10

REQUEST FOR PROPOSAL INTRODUCTION 31

SECTION I PROPOSAL REQUIREMENTS 32

SECTION II CALENDAR OF EVENTS 35

SECTION III PRICING 36

SECTION IV SCOPE OF WORK 38

APPENDIX A - VENDORWORKSHEET 47

APPENDIX B - STUDENT DATA PRIVACY REQUIREMENTS 54

APPENDIX C - GEORGIA IMMIGRATION AND SECURITY FORMS 67

APPENDIX D – OFFERORS EXCEPTION 75

APPENDIX E – OFFERORS MODIFICATION 76

PREPARATION AND SUBMISSION OF PROPOSALS

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. Offeror(s) shall submit five (5) sealed proposals (one (1) original, four (4) copies) and one (1) Flash drive to the office of the CSD Purchasing Department, 125 Electric Avenue, Decatur GA 30030. Delivery of proposals shall be submitted via hand delivery or mail (i.e., commercial carrier or U.S. Postal Service) only.

c. Proposals received after the date and time specified by the time clock in the CSD Purchasing Department will not be considered. It is the Offeror’s responsibility to ensure that their proposals are submitted in a timely manner.

d. CSD reserves the right to accept or reject any or all proposals and to waive minor irregularities and technicalities. The judgment of CSD on such matters shall be final.

e. The terms Bidder, Vendor, Contractor and/or Offeror are synonymous in this document and refer to the person, entity or firm that submits the proposal in response to this RFP.

2. REQUEST FOR PROPOSAL PROCESS:

This solicitation is a Request for Proposal (RFP). In using this method for solicitation, we are asking the marketplace for its best effort in seeking a “best value” solution to our requirement.

An evaluation committee will evaluate the proposal submitted by the Offeror. Offeror(s) should make their best effort to satisfy the requirements at their best price because a contract may be awarded based on the initial evaluation. Often however, it will be necessary to hold discussions and/or demonstrations with the Offeror(s) about their proposal(s). This may be done after the initial evaluation. The results of the evaluation may be reviewed, and a “competitive range” may be selected for discussions. Essentially, if an Offeror’s proposal is not evaluated as having a chance for contract award because of the content of the proposal and/or the price, the proposal will be dropped from the competitive range to save time and money for both the Contractor and

CSD.

Offerors in the “competitive range” will be notified of the weaknesses in their proposals and given an opportunity, in discussions, to assure they understand the weaknesses. At the end of discussions with all Offerors, best and final offers (BAFO) will be accepted from the Offeror(s) in the competitive range.

The BAFOs will be evaluated, and the results reported to a source selection official who will select the proposal that presents the best value to CSD. This selection may then be presented to the City Schools of Decatur Board for approval. If approved by the Board and other matters (Insurance, bonds, etc.) have been provided in accordance with this solicitation, a contract will be awarded.

3. GOVERNMENTAL ENTITY

a. The governmental entity, the owner, for whom the work will be executed, is City Schools of Decatur School District, Georgia (hereinafter “CSD”).

4. PREPARATION OF PROPOSALS

a. Specifications used are intended to be open and non-restrictive. Potential Offeror(s) are invited to inform the CSD Purchasing Department in writing 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 in less than five (5) days prior to the scheduled receipt of proposals will not be acted upon unless the CSD Purchasing Department rules that it is in the best interest of CSD to consider.

b. By submitting a proposal, the Contractor warrants that any goods supplied to CSD meet or exceed specifications set forth in this solicitation.

c. The CSD Purchasing Department will be the sole judge in making the determination as to the quality and the appropriateness of the services proposed as well as the responsiveness and responsibility of the Contractor.

d. If any supplies, materials, and equipment are provided to CSD 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 CSD will be deemed to have breached the contract, and appropriate action will be taken by the CSD Purchasing Department.

e. Time of delivery is a part of the solicitation and an element of the contract that is to be awarded. If the Contractor cannot meet the required delivery date, a proposal should not be submitted. Contractors may provide alternative schedules and/or delivery dates in their proposals. Time shall be stated in “calendar” days.

Failure to deliver in accordance with the contract awarded could result in the Contractor being declared in default.

f. An authorized officer of the company shall sign proposals.

g. The Contractor covenants with CSD to furnish its professional skill and judgment with due care in accordance with the care and skill normally exercised with experienced and competent, licensed employees performing the same or similar services at the same time and place and in accordance with any specific requirements of the solicitation (the “Standard of Care”). The Contractor acknowledges and agrees that the standard of care is a material term of this solicitation.

5. FAILURE TO RESPOND TO THE SOLICITATION

If a proposal is not submitted, the solicitation is to be returned marked “no proposal”. Failure to provide a proposal or “no proposal” may result in the company being removed from the CSD mailing list.

6. TAXES

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

7. CHARGES AND EXTRAS

Proposals shall define all pricing and all pricing must remain firm for each year that the contract is in effect. When stating equipment pricing at minimum the stated price shall be 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. Any additional work, such as installation shall be clearly stated in the proposal.

8. ADDENDA

Offeror(s) are notified that they must thoroughly examine proposal documents which include, Cover Sheet, Table of Contents, Proposal Conditions, Specifications, Request for Sealed Proposal and Offeror’s Checklist, together with Addenda thereto issued prior to the receipt of proposal.

Any addenda issued in writing during the time of solicitation shall be included in the proposal, and each will be incorporated in the subsequent contract.

If any person or firm contemplates submitting a proposal and is in doubt as to the meaning of any part of the solicitation documents, they may submit a written request to the Purchasing Department for interpretation via email at csdpurchasing@csdecatur.net.

9. WITHDRAWAL OF PROPOSALS

A proposal cannot be withdrawn after it is delivered to CSD, unless Offeror makes a request in writing to the Owner prior to the time set for receiving proposals, or unless the Owner fails to accept or reject the proposal within one hundred and twenty (120) days after the date fixed for receiving said proposals. After the proposal opening, CSD Purchasing Department, at its sole discretion, will permit withdrawal only when the best interest of CSD would be served. If withdrawal is allowed, CSD reserves the right to determine that the Contractor is chronically not responsible.

10. ADDITIONAL TERMS NOT BINDING

CSD shall not be bound by any terms and conditions included in any Offeror’s proposed contract(s), including but not limited to, terms and conditions related to any provided service or good, limitations of the Offeror's liability or any other third party's liability, limitation of warranties, packaging, invoices, service catalog, brochure, technical data sheet, electronic disclosures, electronic agreements, or other document which attempts to impose any conditions at variance with or in addition to the terms and conditions contained in this solicitation, CSD’ purchase order related to this solicitation or contract.

CSD encourages the submission of value-added recommendations by Offeror but discourages the submission of terms, which negate or conflict with the terms and conditions of this solicitation (See Section 11 below). If Offeror has additional terms and conditions, including but not limited to supplemental contracts or purchase orders, that Offeror is proposing, then Offeror must provide a list of the documents and a copy of each document in the listed order, with the Offeror's initial RFP response. Additional documents proposed by Offeror may not incorporate other documents by reference - all documents Offeror

Proposals CSD consider must be listed and attached to Offeror's Proposal. No additional terms, conditions or documents will be considered after the proposal due date unless specifically requested by CSD.

11. EXCEPTIONS AND PROPOSED CONTRACT MODIFICATIONS

The terms and conditions contained in this solicitation comprise the contract terms and conditions proposed by CSD. CSD does not intend to make changes to those terms and conditions, unless necessary to clarify the scope of work and/or technical requirements.

Offeror may lose up to 100 points for substantive modifications proposed by Offeror that materially differ from the RFP terms and are likely to, in the opinion of CSD, require substantial legal negotiations to resolve. In addition, failure to accept the RFP terms and conditions may result in significant unacceptable delays in CSD’ ability to award a contract and may also result in an Offeror’s proposal being deemed to be non-responsive.

Nonetheless, if an Offeror must take exception to the contract terms, the exceptions to the scope of work and/or technical requirements must be clearly identified along with the reason for the exception and submitted with Offeror's proposal on Appendix D attached. Similarly, if Offeror must propose modifications to the solicitation's contractual terms, then Offeror must use Appendix E to specifically identify the contract provision Offeror seeks to modify, the reason for the proposed modification and Offeror must provide the specific contract language Offeror proposes to substitute in place of the provision. Offerors who submit a proposed or sample contract must still specifically identify each proposed modification using Appendix E. These Forms shall be placed in the proposal immediately after the executive summary.

Proposed exceptions and proposed modifications must not conflict with or attempt to preempt the mandatory requirements set forth in the Special Stipulations Section of this solicitation.

No exceptions or proposed modifications will be considered after the proposal due date unless such modification is specifically requested by CSD. Offerors are cautioned to limit exceptions and proposed contracts as they may be determined to be so material as to cause rejection of the Proposal as non-responsive. All exceptions and proposed modifications shall be evaluated in accordance with the appropriate evaluation criteria established by CSD and may result in the Offeror receiving a less favorable evaluation than without the stated exceptions and proposed contract modifications. Exceptions and modifications that grant the Offeror an impermissible competitive advantage as determined by CSD in its sole discretion will be rejected.

If there is any question whether a particular exception or modification would be permissible the Offeror is strongly encouraged to inquire via written question to CSD prior to the deadline for submitting questions?

No exception or proposed contract modification shall be binding on CSD unless specifically accepted by CSD in writing and acknowledged by CSD as a change to the terms of the solicitation.

12. COMPLIANCEWITH 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 CSD policies, procedures, operating guidelines and/or regulations including but not limited to those pertaining in any way to the privacy, confidentiality, security, management, and disclosure of CSD data, including student data and personnel information. This solicitation and any contract arising out of the solicitation shall be interpreted under the laws of the State of Georgia. All bidders 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 DeKalb County, or in the U.S. District Court, Northern District, and Atlanta Division.

13. PROTESTS

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

(3) Working days prior to the proposal opening date. Other protests shall be filed not later than three (3) working days after proposal opening date, or if the protest is based on subsequent action of CSD, not later than three (3) working days after the aggrieved person knows or should have knowledge of the facts given rise to the protest. Protests are considered filed when received by the Purchasing Department. Protests that are not filed in a timely manner, as set forth above will not be considered. Contractor agrees to pay for CSD reasonable attorney’s fee and expenses of litigation for any protest arising out of this solicitation in which CSD is a prevailing party. Only Contractors who participated in the solicitation are eligible to protest.

14. PURCHASING POLICY AND OPERATING GUIDELINES – RFP

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

ADDITIONAL CONDITIONS

CONTRACT AWARD

1. CONTRACT LETTER

The contract award letter or establishing purchase order prepared and mailed by CSD, or otherwise furnished, to the selected Offeror 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 addendum thereto, the Offeror’s proposal (as amended by a best and final offer if called for) and the contract award letter or establishing purchase order and supersede 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 Purchasing Department all terms and conditions of CSD contract documents shall be in effect and shall govern if in conflict with any term or condition otherwise presented.

2. CONTRACT AWARD

A contract will be awarded to the responsible Offeror whose proposal is determined to be the most advantageous and is of best value to CSD. Proposals will be evaluated on a combination of factors (see the RFP portion of this solicitation for scoring of proposals Figure F). It is within CSD’ sole discretion to determine whether the Contractor is responsible or responsive under the terms and conditions of this solicitation. Further, it is within CSD’ sole discretion to determine Contractor responsibility or responsiveness after a contract is entered into. Finally, it is within CSD’ sole discretion to terminate this agreement 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 CSD has in relation to its solicitation process.

3. CONFLICTS IN TERMS AND CONDITIONS

In a conflict between terms and conditions in any document that will be part of the contract, CSD terms and conditions shall govern.

4. INSURANCE

When the responsive and responsible Offeror has been identified, he or she will be notified of the necessity to provide required insurance. Proof of insurance shall be provided within five (5) days of the date of written notification to the Offeror. Providing proof of and maintaining the insurance coverage indicated below will be reviewed as part of the Offeror’s qualifications, including but not limited to whether the Offeror is responsive or responsible.

Offeror shall maintain at its sole cost and expense such insurance as will fully protect it and CSD and CSD’s Board, officials, directors, officers, employees, agents and volunteers from all incidents, accidents and claims for any injury, damage or liability which may arise from services and work and for the Offeror’s professional liability (errors and omissions)

Under this submittal and Contract, whether the Offeror, by any subcontractor or any tier directly employed or retained by, performs such services and work.

A. The following general requirements apply to all work under this Contract by all Offeror and subcontractors of any tier.

1) All insurance required by this Contract shall be maintained during the entire length of this Contract, including any extensions thereto, until all work has been completed to the satisfaction of CSD, and for three (3) years thereafter. Any insurance must be on an occurrence basis. Professional Liability may be on a claims- made basis.

No Offeror or subcontractor shall commence any work of any kind under this contract until they have complied with all insurance requirements.

2) CSD shall be covered as an Additional Insured under all insurance required by the Contract documents excluding Workers’ Compensation & Employers Liability Insurance, and Professional Liability. The Workers’ Compensation & Employers Liability Insurance policy shall contain a waiver of subrogation in favor of CSD.

Confirmation of this requirement shall appear on all Certificates of Insurance and endorsements and on all applicable policies. In addition to the Certificate of Insurance, the Offeror shall provide the Additional Insured Endorsement. The Offeror acknowledges that Additional Insured status and waiver of subrogation for CSD is a material term of the solicitation, and the Offeror agrees to provide any endorsements to any insurance policies reflecting CSD status as an Additional Insured within thirty (30) days of the request. Failure to provide any requested insurance documentation in accordance with this solicitation will result in the Offeror being determined to be not responsive. The Offeror to CSD Purchasing Department shall file certificates of Insurance indicating that such coverage is in force under this Contact. Further, if the Offeror fails to procure any of the requested insurance required under this solicitation or make the City Schools of Decatur School District an Additional Insured under the applicable policies, then the Offeror will be determined to be not responsive.

3) CSD shall be given not less than thirty (30) days’ prior written notice of the cancellation or material change of any insurance required by the Contract documents.

4) Each and every insurance agent shall warrant, when executing the certificate of insurance, that they are acting as an authorized representative on behalf of the companies providing coverage to the Contract as required by the contract document and that he/she is licensed by the State of Georgia to conduct business in the State of Georgia and that the companies providing insurance coverage to the Offeror are currently licensed by the State of Georgia and are currently in good standing with the Commissioner of Insurance for the State of Georgia.

5) Any companies providing insurance required by the Contract documents shall meet or exceed the minimum financial security requirements as set forth below.

For all Contracts, regardless of risk, companies providing insurance required by the Contract Documents shall have a current:

a. Best’s Rating of not less than A

b. Best’s Financial Size Category of not less than Class X.

6) In the event the Offeror neglects, refuses, or fails to provide the insurance required by the Contract documents, or if such insurance is canceled for any reason, CSD shall have the right, but not the duty, to procure the same, and the cost thereof shall be deducted from monies then due or thereafter to become due to the Offeror or CSD shall have the right to terminate or non-renew the Contract.

B. Workers’ Compensation and Employer’s Liability Insurance

The Offeror shall procure and maintain Workers’ Compensation and Employer’s Liability Insurance in the following limits. Such insurance is to cover each employee who is or may be engaged in work under this Contract. In addition to the below, Workers’ Compensation Insurance must be in compliance with the applicable Workers’ Compensation Act(s) of the state(s) wherein the work is to be performed or where jurisdiction could apply in amounts required by statutes.

Offeror acknowledges that City Schools of Decatur does not provide nor is legally liable for Offeror workers’ injuries including death and is not required to provide Workers’ Compensation to any Contractor, subcontractor or any tier. Offeror also acknowledges that he/she is responsible for its employees and to the Georgia Workers’ Compensation Act.

Workers’ Compensation Statutory Employer’s Liability Bodily Injury by Accident $1,000,000 each accident Bodily Injury by Disease $1,000,000 each employee Bodily Injury by Disease $1,000,000 policy limit

C. Commercial General Liability Insurance

The Offeror shall procure and maintain Commercial General Liability Insurance in an amount not less than $1,000,000 each occurrence and $2,000,000 policy aggregate, including contractual liability insurance, product and completed operations, personal injury, bodily injury, physical abuse, sexual misconduct and sexual molestation, property damage and advertising injury, and any other type of liability for which this Contract applies. These are the minimum insurance coverage and limits that the Offeror shall maintain. If the Offeror maintains broader coverage or higher limits than the minimums shown above, CSD requires and shall be entitled to all coverage and for higher limits maintained by the Offeror. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CSD.

This coverage shall cover the use of all equipment, hoists, and vehicles on the site(s) not covered by Automobile Liability under this contract. Policy coverage must be on an “occurrence” form.

D. Automobile Liability Insurance

The Offeror shall procure and maintain Automobile Liability Insurance with limits of liability of not less than $1,000,000 per accident, for bodily injury and property damage, if vehicles are to be used in the delivery of or in the completion of services and work. Insurance shall include all owned, non-owned and hired vehicle liability.

If the Offeror does not own any vehicles in the corporate name, non-owned vehicles coverage shall apply and must be endorsed on either the Offeror’s personal automobile policy or the Commercial General Liability coverage required under this Contract.

E. Umbrella Liability Insurance The Offeror shall procure and maintain Umbrella Insurance with limits of liability excess of Employer’s Liability Insurance, Commercial General Liability Insurance and Automobile Liability Insurance with limits not less than $1,000,000.

F. Professional Liability (Errors and Omissions) (if applicable) The Offeror shall procure and maintain during the life of the Contract, Professional Liability Insurance (all certified / licensed professionals) coverage with limits of not less than $1,000,000 per occurrence or claim / $1,000,000 policy aggregate, including coverage for Errors and Omissions caused by Offeror’s negligence in the performance of its duties under this Contract.

The policy shall include Independent Contractors providing professional services on behalf of the Offeror. Liability under a contract of professional services must be covered. Further, coverage shall be afforded for fraudulent acts, misappropriation of trade secrets, personal injury, regulatory actions, wrongful acts, contractual liability, privacy policy, and insured versus insured.

Offeror shall ensure that coverage under this policy continues for a period of thirty-six (36) months after completion of services.

G. Cyber Liability Insurance

With limits not less than $1,000,000 per occurrence or claim, $1,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in the contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach in response costs, regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

H. Property Insurance

Offeror assumes sole responsibility for loss or damage to its property and hereby releases CSD and CSD’s boards, officials, directors, officers, employees, agents, and volunteers from loss or damage to Offeror, its agent, representatives, employees, or by any subcontractor for property including tools, equipment, goods, machinery, materials and supplies.

I. Primary and Non-Contributory Coverage

For all claim(s), the Offeror’s insurance shall be primary, excess, contingent or on any other basis. Any insurance or self-insurance maintained by CSD shall be non- contributory.

J. Health Insurance

The Offeror agrees that any obligation to provide health insurance to the individuals utilized by the Contractor shall be the sole and exclusive responsibility of the Offeror.

K. Other Insurance Provisions

The aforementioned insurance policies shall contain or be endorsed to contain, the following provisions:

1. A provision that coverage afforded under such policies shall not expire, be canceled or altered without at least forty-five (45) day prior written notice to

CSD.

2. Commercial General Liability, Automobile Liability, Umbrella Liability insurance policies shall include an endorsement making CSD and CSD’s boards, officials, directors, officers, employees, agents, and volunteers Additional Insureds under such policies.

3. Workers’ Compensation and Employer’s Liability and Property insurance policies shall contain a waiver of subrogation in favor of CSD, its appointed and elected officials, departments, agencies, boards, commissions, its officers, agents, employees and volunteers.

4. The Offeror to CSD shall file certificates of Insurance showing that such coverage is in force under this Contract to: Purchasing Dept., 125 Electric Avenue, Decatur, GA 30030. Certificates must include RFP, RFQ, or Contract number and Project name.

L. Claims-Made Policies

If Offerors’ Professional (Errors and Omissions) Liability Insurance is written on a claims-made coverage form:

1. The retroactive date must be shown on the Certificate of Insurance, and this date must be before the execution date of Contract or the beginning of Contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after completion of Contract work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of three (3) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to CSD for review, if/when requested.

M. Certificates of Insurance and Verification of Insurance Coverage

Offeror shall furnish CSD with original Certificates of Insurance, Additional Insured, Waiver of Subrogation, and Amendatory Endorsements. All certificates and endorsements are to be received and approved by CSD Purchasing Department before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Offeror’s obligation to provide them. CSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

N. Subcontractors

Offeror shall require and verify that all subcontractors maintain insurance and coverage requirements meeting all the requirements stated herein.

O. Non-Limitation on the Offeror’s Liability

The obligations for the Offeror to procure and maintain insurance shall not be construed to waive or restrict other obligations and it is understood that insurance in no way limits liability of the Offeror, whether or not it is covered by insurance.

P. Special Risk or Circumstances CSD reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

POST AWARD

1. ASSIGNMENT

By the submission of this proposal, the Offeror agrees not to assign the contract or purchase order to others unless specifically authorized in advance in writing by the CSD Purchasing 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 CSD 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 the date of delivery or the receipt of satisfactory invoice in triplicate, whichever occurs last. All invoices shall show contract number, purchase order number, work performed and period of work performance.

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 his proposal, CSD 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 give 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 for correction within five (5) days of receipt or refusal of either notice. Failure to do so will be cause for termination.

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

Notwithstanding the foregoing, CSD reserves the right to terminate the contract immediately upon written notice to Contractor, without first providing an opportunity to cure, in the event of a default by Contractor constituting an immediate threat to health, safety, student data privacy, property, and/or involving illegal activity.

b. If the contract is terminated for default, CSD may procure such property or services from other sources and shall have the absolute right to deduct from any monies due the Contractor or that may thereafter become due to the Contractor.

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 CSD for a period of up to one (1) year and CSD reserves the right to determine that the Contractor is chronically not responsible.

5. TERMINATION FOR CONVENIENCE

CSD 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.

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 status after award and throughout the course of the contract.

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

In the event of CSD certification, CSD 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 first, the equipment and/or services covered hereunder with equipment and/or services obtained from another Contractor at the same or higher annual cost to CSD.

8. PROGRESS REPORTS

When requested by CSD, the Contractor shall furnish such reports as required.

9. INDEPENDENT CONTRACTOR STATUS

Contractor agrees that it is an independent contractor and CSD is not responsible for the payment of any salaries, taxes, benefits or other costs associated with the employment of Contractor’s employees under this Agreement. CSD 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 connected to any work under this Agreement, CSD reserves the right to require the Contractor to promptly remove any of Contractor’s employees from CSD’ premises pending the resolution of the employee misconduct. Contractor agrees to promptly comply with any such request from CSD and to cooperate in any investigation with CSD. The failure to cooperate with CSD may result in the termination of the agreement or non-renewal of any agreement with the Contractor, which will be determined by CSD’ sole discretion.

10. FORCE MAJEURE

Neither CSD nor Contractor shall 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, or acts of government or government agency or officers.

OTHER

1. NON-DISCRIMINATION

The Contractor, by the submission of a proposal or the acceptance of an order or contract, does agree in providing the goods and services covered under the proposal 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. CSD NON-DISCRIMINATION

CSD does not discriminate based on 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 CSD to assure that Minority Business Enterprises (MBE) and Female Business Enterprises (FBE) have an equal opportunity to participate in CSD Purchasing requirements.

4. DRUG-FREE WORKPLACE

By submission of a proposal, the Offeror 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 Offeror 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 Offeror.

5. CERTIFICATION OF NON-COLLUSION

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

6. AUTHORIZED OFFICIAL

It is agreed that all conditions of the proposal shall be abided and that the person signing this proposal is authorized to sign the proposal for the Offeror.

7. SOLICITATION TERMINATION

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

8. RIGHTS AND REMEDIES

The rights and remedies of CSD 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. SPECIAL STIPULATIONS- MANDATORY

The following special stipulations are binding upon Offeror and CSD and may not be modified or amended. These special stipulations are not subject to the “Exceptions and Proposed Contract Modifications” outlined in Section I, Paragraph 11, and these special stipulations shall supersede and govern in the event of any conflicting term or provision. Failure to accept these special stipulations may result in your proposal being declared non-responsive.

(a) 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 the City School of Decatur, or in the U.S. District Court, Northern District, and Atlanta Division. Offeror consents to the exclusive jurisdiction of the state and/or federal courts of the State of Georgia, in the City School of Decatur and to the personal jurisdiction of such courts and waives any objections Offeror may now or hereafter have based on venue.

(b) PROHIBITIVE AGREEMENTS. To the extent required by applicable law, any provision contained in any Offeror document that violates the prohibition against a pledge of credit by CSD or requires CSD to expend funds for purposes other than educational purposes, or constitutes a waiver of CSD' sovereign immunity, or constitutes an illegal gratuity, or requires CSD' indemnification of Offeror is null and void.

(c) CONFIDENTIALITY, PRIVACY, AND SECURITY. The Offeror's employees, agents and subcontractors may have access to or become aware of CSD’s confidential information including without limitation CSD’s strategic plans, employee data, student data, and other such information of CSD (collectively referred to as “CSD Data”). Offeror shall presume that all information received pursuant to the contract or in the course of fulfilling Offeror's responsibilities under the contract is confidential information unless otherwise expressly designated by CSD. Should Offeror receive CSD Data as part of its services, Offeror must preserve and protect the confidentiality of CSD Data and prevent unauthorized disclosure and use of CSD Data, as required by this Agreement and state and federal law. Offeror will only use CSD Data for the purposes of the services contemplated in this proposal. CSD Data shall not

Constitute that information that is already public, has been completely and thoroughly anonymized or identified, or anonymous usage data regarding a student’s use of Offeror’s products or services. These terms and conditions apply to any Offeror that receives, uses, maintains, accesses, or stores CSD Data.

i) Industry Standards. Offeror shall meet all applicable industry standards concerning data privacy, data protection, confidentiality, and data security. Offeror agrees to maintain security protocols that meet industry best practices in the transfer or transmission of any CSD Data, including ensuring that data may only be viewed or accessed by parties legally allowed to do so.

Offeror shall maintain all data obtained or generated pursuant to this Agreement in a secure computer environment and not copy, reproduce, or transmit CSD Data obtained pursuant to this Agreement, except as necessary to fulfill the purpose of this Agreement. The foregoing does not limit the ability of the Company to allow any necessary service providers to view or access CSD Data as set forth in this Agreement.

ii) Legal Compliance. Offeror represents and warrants that it will comply and assist CSD 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) Offeror as School Official. To the extent Offeror 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 CSD and its employees, agents, teachers, and students, CSD designates Offeror a “school official” within the meaning of FERPA.

Offeror will be under the direct control of CSD with respect to the use and maintenance of personally identifiable information and education records, as those terms are defined by FERPA, and Offeror 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) Offeror as Operator. Offeror shall comply with the SDA to the extent Offeror is an “operator” as defined by the SDA. Specifically, Offeror 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 Offeror has acquired because of a student’s use of Offeror’s website, service, or application; (2) use information created or gathered by Offeror’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. Offeror shall give prompt written notice to CSD within ten

(10) days of any security breach that may or does affect CSD Data or of any unauthorized use or disclosure of CSD Data. Offeror shall assist CSD in remedying each unauthorized use or disclosure at Offeror's expense. Such notice shall include, at a minimum, the following information: 1) A list of the types of CSD 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; 4) a description of the breach incident; and 5) provide validation on the current state or containment of the data breach.

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

vii) Disclosure of CSD Data and Confidential Information. Offeror shall not disclose CSD Data unless the disclosure is necessary for Offeror to provide the products and/or services under this Agreement and the disclosure is made to Offeror’s contractor, subcontractor, processor, or sub processor that Offeror 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 CSD Data shall be returned to CSD by the Offeror, without charge, within ten (10) business days of the completion of the services under this proposal in a usable format unless CSD requests otherwise or it is prohibited by law, regulation, or professional standards. Offeror shall destroy, dispose of, and/or delete all CSD Data, including, but not limited to, student education records and personally identifiable information transmitted to Offeror under this Agreement within forty-five (45) days after the termination of this Agreement or after it ceases to provide services to CSD. Offeror shall destroy CSD Data in accordance with acceptable industry standards for secure and comprehensive destruction of sensitive data.