Loading...
HomeMy WebLinkAboutBonneville CES 2016-17 Executed40 CALVERT® PARTNERS Calvert Education Partners Agreement THIS AGREEMENT is made effective as ofJUBZ- -, 2016, between the Bonneville Online Schools (the "Virtual School "), a public school district located at 3385 North Iona Road, Idaho Falls, Idaho 83401 and Calvert Education Services, LLC ( "Calvert Education "), with its principal offices located at 10713 Gilroy Road, Suite B, Hunt Valley, Maryland 21031, relating to Virtual School's virtual public school offering. Whereas, the mission of the Virtual School is to offer parents and their children the choice of schooling that is best for them within the region (the "Territory "); and Whereas, the Virtual School offers on -line "virtual" instruction to any student in the Territory; and Whereas, Calvert Education has over one hundred years' experience as a distance educator; and Whereas, the Virtual School and the Calvert Education wish to work together to provide effective distance education to students in the Territory, NOW THEREFORE, in consideration of our intent to collaborate on the delivery of quality education for the students we serve, the parties agree as follows: 1. Calvert Educations general obligations. Subject to all of the terms and conditions herein, in Schedule 1 which is incorporated herein by reference, and the mutual performance of this Agreement by the Virtual School, Calvert Education agrees: 1.1. To provide Calvert Education services and curriculum ("Calvert Education Curriculum ") to the Virtual School. In this Agreement, "Course Material(s)" means the materials related to a Calvert Education Curriculum for a grade level, and a unit of Course Material are those Course Materials for a single student in a grade for a single Academic Year (defined below). 10713 Gilroy Road, Suite B • Hunt Valley, Maryland 21031 • p (877) 485 -8283 • f (410) 785 -3418 1.2. To provide a series of assessments administered to Students to gauge mastery of concepts. 1.3. To provide platform training for Virtual School teachers through documentation or video delivery. Webinars and on -site training is available for an additional fee. 1.4. To provide the Calvert Platform, which establishes online student accounts. 2. The Virtual School's general obligations. Subject to all of the terms and conditions herein, in Schedule 1, which is incorporated herein by reference, and the mutual performance of this Agreement by Calvert Education, the Virtual School agrees: 2.1. To provide documentation or video orientation resources to all families enrolling in Calvert Education Curriculum in the use of Calvert Education's comprehensive curriculum and online resources. 2.2. To enroll, when appropriate, children with language based learning disabilities in Calvert Education's specialized curriculum for children with language -based learning differences (Verticy Learning.). 2.3. To pay for the Course Materials in accordance with Section 3 below3 belew; it being agreed that for each Full Time student enrolled in the Calvert Education Curriculum in each Academic Year, the Virtual School must purchase one (1) set of Calvert Education Materials. 2.4. The Virtual School may use Calvert Educations name and logo to promote its efforts in the Territory. All promotional materials (whether hard copy or electronic) created by the Virtual School must conform to the Graphics & Identity Standards which will be supplied by Calvert Education and will define font, color and graphic elements to be used. The Calvert Education identity, as properly expressed, must be at least 40% of the size of the Virtual School logo and conveyed any time the Virtual School represents or distributes information related to Calvert Education curriculum and /or services in media that includes: catalogues, signage, websites, direct mail, public relations, advertising and other media. Calvert Education and the Virtual School further agree to jointly develop the language that will be used to promote awareness of the program. Both black & white and color standards will be provided. 2.5. Not to itself, or by, with or through any third party, use any of the Calvert Education Curriculum or Calvert Education Materials for the purpose of developing an educational curriculum. 10713 Gilroy Road, Suite B • Hunt Valley, Maryland 21031 • p (877) 485 -8283 • f (410) 785 -3418 2.6. Provide to Calvert Education on an annual basis: (a) the number of the Virtual School's total enrolled students in the Virtual School that sit for the state and federal mandated annual assessment and the total number of students in the Virtual School that do not sit for the assessment, and (b) the aggregate performance (by grade level) of students that sit for the annual assessment who do not enroll in Calvert Education Curriculum, and the aggregate performance (by grade level) of students that sit for the annual assessment who do enroll in the Calvert Education Curriculum. 2.7. To assign a staff person whose responsibility it is to provide a single point of contact between the Virtual School and Calvert Education. 2.8. To give Calvert Education notice, not later than February 1st of the calendar year that includes the last year of the Term, and thereafter, each calendar year in any renewal terms, of its intention not to renew this Agreement for the Academic Year following the Academic Year which commences in the calendar year of such notice, Example: if notice is given on January 251h of a year, this Agreement shall terminate for the Academic Year commencing in August /September of the next calendar year. 3. PRICING AND PAYMENT. The price for Calvert Education Materials are set forth in Schedule 1, attached and incorporated herein. Such pricing applies for the applicable Academic Year, and may be modified for future Academic Years. Payment for Calvert Education Materials shall be made in accordance with Schedule 2, attached and incorporated herein by reference. 4. CONFIDENTIALITY AND PROPRIETARY INFORMATION. The Virtual School acknowledges that Calvert Education programs, courses, assessments, individual lesson plans, pricing and techniques ( "Proprietary Information ") are proprietary in nature and the confidential and exclusive property of Calvert Education. The Virtual School's access to this Proprietary Information is for the limited purpose and use as instructional material and monitoring of Calvert Education. Such access shall be revoked and all Proprietary Information returned upon termination of this agreement. The Virtual School has no right, by virtue of this Agreement otherwise, to disclose the content of such Proprietary Information, except upon prior written approval from an officer of Calvert Education, nor to use the Proprietary Information for any purpose except as expressly authorized by this agreement. 5. LESSON MANUAL NOT TRANSFERABLE. The Virtual School acknowledges and agrees that the lesson manuals for Calvert Education Curriculum are being leased to the Virtual School and not sold, and are not transferable, and except as specifically permitted under this Agreement, the Virtual School will not reproduce, display, lend, share or otherwise distribute the Calvert Education lesson manuals. 10713 Gilroy Road, Suite B • Hunt Valley, Maryland 21031 • p (877) 485 -8283 • f (410) 785 -3418 6. TERM AND TERMINATION. 6.1. Subject to the earlier termination provisions below or in Schedule 1, the initial term of this Agreement will be one (1) year effective July 1, 2016 and expiring at the time as provided in Section 2.8 after written notice is delivered in accordance with that section. If no notice is provided under Section 2.8, this Agreement will automatically continue for successive one year periods, unless: (a) the Virtual School provides written notice as provided in Section 2.8; or (b) Calvert Education notifies the Virtual School in writing, not less than 100 days prior to the then ending Academic Year, of Calvert Education's intention not to renew this Agreement. The initial and all extension periods are referred to herein as the "Term." In addition to any special termination rights in Schedule 1, either party will have just cause to terminate this Agreement upon written notice to the other party if the other party breaches any material obligation under this Agreement and such party fails to cure the breach to the notifying party's satisfaction within sixty (60) days after it requests such cure 6.2. WAIVER, AMENDMENT MODIFICATION Except as otherwise provided herein, any waiver, amendment or other modification of this Agreement will not be effective unless in writing and signed by both parties. 7. SEVERABILITY. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement. 8. DISPUTE RESOLUTION. Any dispute under this Agreement shall be finally settled by compulsory arbitration before a single arbitrator in accordance with the appropriate rules as established by the American Arbitration Association. All such arbitration proceedings will be held in the home geographic location of the party who is defending such action. The arbitrator shall be entitled to award as damages the reasonable costs and expenses (which shall include reasonable attorney and professional fees) of the party prevailing in such action. The parties hereby waive their right to a trial by jury. 9. PROPRIETARY NOTICES; LIMITED LICENSE FOR USE OF CALVERT EDUCATION CURRICULUM. 9.1. The Course Materials will bear Calvert Educations trade name, trademarks, copyright notices and other proprietary rights legends (collectively the "Calvert Education Proprietary Notices "), which may not be deleted, masked, defaced, or otherwise modified by the Virtual School or any third party unless agreed upon in writing by Calvert Education. The Virtual School may not place its logo, trademarks, or other identification information near or in proximity to the Calvert Education Proprietary Notices, and may not in any way 10713 Gilroy Road, Suite B • Hunt Valley, Maryland 21031 • p (877) 485 -8283 • f (410) 785 -3418 imply that the Virtual School is the owner, contributor, editor or otherwise an author or provider of the Calvert Education Curriculum or Calvert Education Materials, except solely to identify the Virtual School as an "authorized" Calvert Education Partner pursuant to Calvert Education's use guidelines. All use of Calvert Education trademarks and service marks, and all advertising related thereto, shall inure solely and exclusively to the benefit of Calvert Education. 9.2. Calvert Education provides to the Virtual School a limited license to use the lessons manual for the Calvert Education Curriculum as provided for in this Agreement, subject to the restriction contained herein. Upon termination of this Agreement and or the Virtual School Services Agreement, the Virtual School will immediately cease all use of the Calvert Education Curriculum, and will take all reasonable steps to prevent any third party from using the Calvert Education Curriculum for any purpose. 10. NO LICENSE. Except for the limited use license in Section 9_29,2, this Agreement is not a license of any other copyrights in the Calvert Education Materials, and the Virtual School shall not make, by any means, whether directly or indirectly, and shall not allow any third party to make, any reproductions of the Calvert Education Materials or otherwise duplicate, distribute (except as specifically authorized herein), publicly display, publicly perform, retransmit electronically, create derivative works from, or otherwise engage in any act that would be an infringement of the copyrights subsisting in the Calvert Education Materials, all of which are reserved onto Calvert Education. 11. THE VIRTUAL SCHOOL'S WARRANTY. The Virtual School warrants that its execution and performance of this Agreement will not violate the contractual rights or other obligations of the Virtual School to any third party. The Virtual School agrees to indemnify, defend and hold Calvert Education harmless from any and all liabilities, claims, causes of action, suits, damages and expenses (including reasonable attorneys' fees and expenses), for which Calvert Education may become liable arising from the Virtual School's implementation of the Calvert Education Curriculum or any breach by the Virtual School of any warranty or agreement made herein, including without limitation, the breach of provisions set forth herein designed to protect Calvert Education's intellectual property rights. 12. GOVERNING LAW. This Agreement will be governed by and interpreted in accordance with the laws of Maryland, U.S.A. without regard to its conflicts of laws provisions. 13. ENTIRE AGREEMENT. This Agreement constitutes the complete and entire statement of all terms, conditions and representations of the agreement between the Virtual School and Calvert Education with respect to its subject matter and supersedes all prior writings or understandings. 10713 Gilroy Road, Suite B • Hunt Valley, Maryland 21031 • p (877) 485 -8283 • f (410) 785 -3418 IN WITNESS WHEREOF, the Virtual School and Calvert Education cause this Agreement to be executed by their duly authorized representatives identified below. Calvert E uca n S ices, LLC: Bonneville Online Schools By: Todd Frag r CFO 10713 Gilroy Road, Suite B • Hunt Valley, Maryland 21031 • p (877) 485 -8283 • f (410) 785 -3418 SCHEDULE 1 Pricing Calvert Education Classic Grades K -4 $1,400 Grades 5 -8 $1,700 Calvert Education Classic Grades K -4 (Mid -Year) $980 Grades 5 -8 (Mid -Year) $1,190 Verticy Learning Grades 3 -8 $2,300 Pricing includes: • Full year of instruction including a detailed daily lesson plan • All textbooks, workbooks and support materials • All digital instructional and reference resources • Base Platform orientation • Calvert Platform • Shipping and handling • Mid -Year pricing is available for students purchasing in December /January only wanting to use second semester. 'ATS means "Advisory Teaching Service ". If this service is elected by the district, then: 1. Students Enrolled in a Calvert Program delivered through the Calvert Platform, take unit tests in each subject every twenty lessons (eight times a year). 2. The tests are submitted along with some assignments uploaded through a drop box, scanned or emailed. 3. The Calvert Advisory Teachers are grade level specialist teachers who assess the student work, provide feedback, and assign a grade for each subject tested 4. The Calvert Advisory Teacher records the grades in the online grade book 5. The graded tests are visible to the School Supervisory Teacher and Learning Guide for review 6. Once the test has been graded, the School Supervisory Teacher reviews the tests and works with students who need extra support. 10713 Gilroy Road, Suite B • Hunt Valley, Maryland 21031 • p (877) 485 -8283 • f (410) 785 -3418 Standard Return Policy (included in program fee) • Full credit less $125 restocking fee for complete and unused courses returned within 60 days of receipt by customer. Shipping paid by the customer. • 25% credit for courses returned incomplete or used within 60 days of receipt by Full Service and New School customers (including flat rate customers). No restocking fee. Shipping paid by the customer. • No credit after 60 days. • Customer has 30 days to identify any missing materials for reshipment. • Administrator Withdrawal Form: required for all withdrawals to receive credit. • Materials are required to be returned to receive credit. Transfer Policy • Course must be from the current school year. • Customer must provide the name of student who returned the course by immediately completing the withdrawal form. Withdrawal form needs to indicate that course is not being returned. • A transfer request form must be completed with names of both the original student and the new student. • Missing or used materials can be replaced. Customer will be billed the list price for replacement materials and shipping charges. • There is an administration fee of $125 per order transaction for each transfer. All fees unless otherwise stated are for the period from July 1st through June 30th of each applicable year (an "Academic Year'). All fees and charges will be invoiced directly to the Virtual School at its address, or at such other address as it may designate, upon shipment of Calvert Education Materials (or at the times stated in Schedule 2). 10713 Gilroy Road, Suite B • Hunt Valley, Maryland 21031 • p (877) 485 -8283 • f (410) 785 -3418 SCHEDULE2 Payment obligations (no payment plan option) 1. A signed contract and purchase order must be in place for the courses requested by the schools. The purchase order must be accompanied by a signed document by the school/ government official indicating that the signor has the authority to encumber the school for the amount on the order. 2. Generally, payment terms of no down payment and final payment due in net 30 days is provided with proof of credit worthiness. Proof of credit worthiness is defined as: 2.1. Government entity- none needed 2.2. If payment has not been received within 60 DAYS, a finance charge of 0.05 %per day (equivalent to 18% per year on a 360 day basis) shall be added to the bill and be payable by the Virtual School. 1. Virtual School shall also pay all costs and expenses of collection of amounts due, including but not limited to all reasonable attorneys' fees incurred by Calvert Education in attempting to collect unpaid amounts. 10713 Gilroy Road, Suite B • Hunt valley, Maryland 21031 • p (877) 485 -8283 • f (410) 785 -3418