HomeMy WebLinkAboutSTAR Autism signed contractTRAINING SERVICES AGREEMENT
This Training Services Agreement ( "Agreement ") entered into as of this 19`-h day of July, 2016
( "Effective Date "), is made by and between STAR AUTISM SUPPORT, INC, an Oregon corporation ( "SAS "),
and Bonneville Joint SD 93 ( "Client "). SAS and Client are collectively referred to in this Agreement as the
"Parties."
BACKGROUND
A. SAS provides training, workshops and consultation services in the field of special education.
B. Client desires to engage SAS for the purpose of providing the services that are described in
the attached Exhibit A (the "Services "), which is incorporated into this Agreement by this reference.
C. SAS desires to provide the Services according to the terms and conditions expressed herein.
Now, therefore, in consideration of the mutual promises contained herein, the Parties agree as
follows:
1. Incorporation of Background. The foregoing Background Section is incorporated into this
Agreement by this reference.
2. Engagement. Client engages SAS as an independent contractor to provide or perform the
Services.
3. Client's Obligations. Client agrees to provide facilities, seating, tables, projectors,
televisions, and handouts for each participant as may be appropriate in order for SAS to provide the
Services.
4. Compensation. Client agrees to compensate SAS for performance of the Services, and
reimburse SAS for expenses, as outlined in the invoice attached hereto as Exhibit B.
S. Use of Materials. Client acknowledges that SAS owns or has permission to use any and all
copyrighted materials that SAS will use in performing the Services, whether or not such materials carry a
formal copyright notice.
5.1 license Grant. SAS grants to Client a limited, nonexclusive, non - sublicenseable, non-
transferable license to use, display and make copies of any handouts, displays, lesson plans,
presentations, pictures, videos, DVDs, or any other materials owned by SAS (the "Materials ") solely
as may be necessary for the successful completion of the Services. Any copies of the Materials shall
include the following copyright notice: "m 2011 Star Autism Support, Inc. All rights reserved."
5.2 Restrictions on Use. Unless otherwise specifically authorized in writing by SAS and
except as allowed in the license grant above, Client shall not, for any purpose, reproduce, copy,
distribute, perform, display, or create derivative works of the Materials. Client also agrees not to
use the Materials in any manner whatsoever that would derogate or detract from the reputation of
SAS or the Material.
SAS Independent contractor Agreement Page 1
6. Use of SAS's Marks. Client acknowledges that SAS is the sole owner of trademarks and
service marks including, but not limited to, "STAR" and "STAR AUTISM SUPPORT" (the "Marks ").
6.1 License Grant. Subject to the terms and conditions of this Agreement, SAS grants
to Client a limited, nonexclusive, non- sublicenseable, non- transferable license to use the Marks
for the exclusive purpose of promoting, marketing and advertising the Services.
6.2 Restrictions on Use. Unless specifically authorized in writing by SAS, Client shall
not use any of the Marks for any purpose except as authorized in the license grant above.
Without limiting the generality of the foregoing and for purposes of example only, Client shall
not use any of the Marks to promote, market or advertise any workshop, training, program, or
class in which SAS is not involved. Client also agrees not to use the Marks in any manner
whatsoever that would derogate or detract from the reputation of SAS or the Marks.
6.3 Guidelines; Pre - Approval. When preparing any marketing or promotional
material for the Services, Client shall include a "®" symbol on any registered Mark and a "TM„
symbol on any unregistered Mark when such marks are used to promote the training. SAS shall
provide information on which marks are registered and which are not registered upon written
request. In addition, the footer of any promotional material shall identify the Marks used and
include a statement indicating that such Marks "are the sole property of Star Autism Support,
Inc." Any marketing, promotional or advertising materials related to the Services must be pre -
approved, in writing, by SAS.
6.4 Acknowledgement. Client hereby covenants not to directly or indirectly challenge
(including to oppose or attempt to cancel) any rights of SAS to the Marks or to adopt or attempt
to register any mark that is the same as or similar to any of the Marks in any country. Client also
acknowledges and agrees that the use of any Marks licensed under this Agreement will inure to
the benefit of SAS. Nothing contained in this Agreement shall provide Client any proprietary
right in or to any Mark.
7. Independent Contractor Relationship. SAS's relationship with Client is that of independent
contractor, and nothing in this Agreement is intended, or should be construed, to create a partnership,
joint venture, or employer - employee relationship. Client and its personnel are not the agents of SAS
and are not authorized to make any representation, contract or commitment on behalf of SAS, and vice
versa.
B. Remedies. The Parties agree that any breach of this Agreement by Client may cause
Irreparable harm, the dollar amount of which would be impossible to ascertain, and that there is no
adequate remedy at law for a breach by Client of this Agreement. Therefore, in addition to any other
rights or remedies it may have, SAS shall have available the right to obtain an injunction from a court of
competent jurisdiction restraining such breach or threatened breach and to specific performance of any
provision of this Agreement. Client further agrees that no bond or other security shall be required in
obtaining such equitable relief and consents to the issuance of such injunction and to the ordering of
specific performance.
9. Indemnification. Client shall indemnify and hold harmless SAS from and against
any and all claims and actions against SAS or any of its directors, officers or employees, and any
and all demands, obligations, liabilities, losses, damages, costs, and expenses (including, without
SAS Independent contractor Agreement Page 2
limitation, reasonable attorneys' fees and costs) relating to those claims or actions, arising from
or related to: (i) any breach of this Agreement; or (ii) any other negligent. reckless or intentional
acts of Client or its employees or agents.
10. Assianment. SAS has entered into this Agreement in contemplation of personal
performance by Client, and it is SAS's intention that a transfer of the licenses or rights not occur without
SAS's express written consent. Accordingly, neither this Agreement nor any licenses or rights
hereunder, in whole or in part, shall be assignable or transferable by Client (by operation of law or
otherwise) without SAS's express written consent. Any purported assignment or transfer by Client (by
operation of law or otherwise) without SAS's necessary consent shall be void without affecting any other
licenses or rights hereunder.
11. Term. The term of this Agreement shall be one (1) year commencing on the date set forth
above unless otherwise terminated as provided herein. This Agreement shall automatically renew itself
under the same conditions set forth in this Agreement for an additional term of one (1) year unless at
least sixty (60) days prior to the expiration of the term of the Agreement either Party notifies the other
Party in writing that the Agreement is to terminate. Either Party may terminate this Agreement at any
time, with or without cause, by giving at least sixty (60) days' advance written notice to the other Party,
subject to the terms of Section 12 below. Sections 5 through 10 and 15 through 21 shall survive any
termination of this Agreement.
12. Cancellation: Termination Fee. Client may cancel the Services with no cancellation fee by
delivering written notice to SAS sixty (60) days prior to the first date scheduled for performance of the
Services. If Client desires to cancel the Services within sixty (60) days, but shall pay a cancellation fee
according to the table below:
Written Cancellation Postmarked
Cancellation Fee
30 -60 Days Prior to Scheduled Performance
$500
14 -30 Days Prior to Scheduled Performance
25 °� of Fee Plus Travel Expenses Incurred
0 -14 Days Prior to Scheduled Performance
50% of Fee Plus Travel Expenses Incurred
13. Unavoidable Circumstances. If, due to no fault or negligence on the part of SAS, SAS is
unable to perform its obligations under the terms of this Agreement, either in whole or in part, as a
result of any fire, riot, storm, natural disaster, act of God, act of the public enemy, war, epidemic, labor
dispute, strike, or other similar unforeseeable cause beyond the reasonable control of SAS, the Parties
shall be excused from their obligations under the terms of this Agreement to the extent the Parties are
unable to reschedule performance of the Services.
14. Governina Law. Disputes. and Venue. Except for issues preempted or controlled by federal
law, any dispute arising with respect to this Agreement shall be governed by and construed in
accordance with the laws of the State of Oregon exclusive of its conflict of laws provisions. The place for
resolution of any dispute shall be in a court of competent jurisdiction located in Multnomah County,
Oregon. Client waives all defenses to such jurisdiction and venue, including defenses of lack of personal
jurisdiction and forum non conveniens.
SAS Independent contractor Agreement Page 3
15. Severability. The invalidity or unenforceability of any provision within this Agreement
shall in no way affect the validity or enforceability of the remainder of this Agreement or any other
provision hereof.
16. Modification: Waiver. No oral modifications of this Agreement shall be effective, and no
delay or failure on the part of either party to insist on compliance with any provision hereof shall
constitute a waiver of such party's right to enforce such provision.
17. Inte¢ ration. This Agreement may be executed in two (2) or more counterparts each of
which shall be deemed an original, but all of such taken together shall constitute only one Agreement,
superseding all prior understandings, oral or written. It is expressly understood and agreed that this
Agreement controls the independent contractor relationship between the Parties for all work performed
by SAS for Client during the term of this Agreement. Additional terms, conditions and requirements that
are specific to any particular project may be set out in writing so long as such terms, conditions and
requirements are not inconsistent with the terms of this Agreement.
18. Attorneys' Fees. In the event litigation shall be initiated to enforce any provision of this
Agreement, the prevailing Party in such litigation shall be entitled to recover reasonable attorneys' fees
and expenses incurred In such litigation in addition to any other recovery to which such party may be
legally entitled.
19. Disclaimer. SAS makes no representations nor extends any warranties of any kind. Except
as specifically stated in this Agreement, SAS assumes no responsibility or obligations whatsoever, and
SAS confers no right by implication, estoppel or otherwise.
20. Independent Counsel. Client acknowledges that it has carefully read and fully understands
all provisions of this Agreement and that this Agreement governs its relationship with SAS. Client
acknowledges that this Agreement was drafted by counsel for SAS. In executing this Agreement, Client
acknowledges it has sought independent legal advice or has waived such right after being given
adequate time to seek such advice.
21. Dispute of Terms. In the event the terms of this Agreement are disputed by the Parties,
both Parties agree that the terms shall not be interpreted against the SAS merely because the
Agreement was drafted by SAS's counsel.
22. Notice. Any notice under this Agreement to either Party shall be delivered via certified
United States Postal Service mail or via overnight carrier at the addresses listed below.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above.
SAS
Star Autism Support, Inc.
6663 SW Beaverton Hillsdale Hwy #119
Portland, OR 97225
By: ( �.S( rc+ C,sG
Signature:_ <—I
Client
Bonneville Joint SO 93
3497 N. Ammon Rd
Idaho Falls, ID 83401
By: are' . 9'0�2�
By:
SAS Independent contractor Agreement Page 4
EXHIBIT A
Description of Services /Products
Workshops and Materials
SAS Independent contractor Agreement Page 5
11111111� Exhibit B
STAR /Links Workshop and Links Curriculum
Bonneville Joint School District No. 93
2-Day STAR Workshop
Activities
Recommended Participants (maximum 30)
♦ Pre -k and Elementary Staff
Estimate of Training Fees (1 trainer x 2 days) Estimate of Tmvel Expenses
♦ $3,000 ♦ $1,000
Workshop Links
Activities
♦ 2 Day Links Workshop *(see attached description)
Recommended Participants (Maximum 30)
♦ Secondary Staff
♦ Training site teams (recommended one teacher, one assistant, and one related service staff)
• Other support staff working with secondary students
Estimate of Training Fees (1 trainer x 1 days)
Estimate of Travel Expenses
♦ $1,500
♦ $250
Curriculum
Quantity Item Price /Item Total Price
35 Links Curriculum Student Licenses (1 Year) $96.34 $3,021.90
5 STAR Program 2nd Edition, Media Center Combo $1,149.00 $5,745.00
Estimated Total Fees
STAR Workshop (1 Trainer Plus Travel)
$4,000.00
Links Workshop (1 Trainer Plus Travel)
$1,750.00
Links Curriculum Licenses
$3,021.90
STAR Program 2nd Edition, Media Center Combo
$5,745.00
Shipping (STAR Kits Only)
$499.50
Total
$15,515.19
Apaendix A - STUDENT INFORMATION CONFIDENTIALITY:
1. STAR AUTISM SUPPORT (SAS) acknowledges its obligation to comply with
all federal and state laws regarding privacy, including, but no limited to, the
Family Educational Rights and Privacy Act (FERPA) and the Idaho Student Data
Accessibility, Transparency, and Accountability Act of 2014 (Idaho Data
Accountability Act). SAS agrees that all information regarding services provided
pursuant to this Agreement, including, but not limited to, the student's identity
and the nature of services rendered, shall be confidential. SAS is prohibited from
disclosing any information obtained as a result of rendering services pursuant to
this Agreement to any individual not authorized and directed by SD 93, or without
the consent of the parent/guardian or the student, if 18 years of age or older.
2. STUDENT DATA PRIVACY AND SECURITY: SAS acknowledges its
obligation to comply with the Idaho Data Accountability Act, Idaho Code Section
33 -133. EIRMC covenants and represents as follows:
(a) SAS agrees that all information regarding services provided
pursuant to this Agreement, including, but not limited to, the
student's identity and the nature of services rendered, shall be
confidential and comply with all federal and state laws;
(b) SAS represents and warrants that it has in place Administrative
Security, Physical Security, and Logical Security controls to
protect from a data breach or unauthorized data disclosure;
(c) SAS agrees to restrict access to personally identifiable information
(PI I) to only authorized staff who require such access to perform
their assigned duties;
(d) SAS is prohibited from using student data and PH for secondary
uses including, but not limited to, sales, marketing, or advertising;
(e) SAS agrees to indemnify and hold harmless SD 93 from any
liability, including, but not limited to, costs, fines, expenses, and
attorney fees, resulting from SAS's performance of the services
provided under this Agreement and /or non - compliance with state
and federal law regarding Student Data Privacy and Security; and
(f) SAS represents and warrants that it has an appropriate records
retention schedule and /or policy for the destruction of data that is
consistent with SD 93's record retention policy.
Penalties for SAS's non - compliance with state and federal law or SAS's
covenants and representations regarding Student Data Privacy and Security as set
forth in this Agreement will be assessed at the discretion of School District's
Board of Trustees and may include, but are not limited to:
(a) Immediate termination of any contracts with the School District
without cause and for convenience; and
(b) A two -year ban on SAS's ability to contract and provide services
to the SD 93.
DEFINITIONS:
"Administrative Security" consists of policies, procedures, and personnel
controls including security policies, training, and audits, technical training,
supervision, separation of duties, rotation of duties, recruiting and
termination procedures, user access control, background checks,
performance evaluations, and disaster recovery, contingency, and
emergency plans. These measures ensure that authorized users know and
understand how to properly use the system in order to maintain security of
data.
'`Aggregate Data" is collected or reported at a group, cohort or
institutional level and does not contain PI I.
"Data Breach" is the unauthorized acquisition of PII.
f.'Logical Security" consists of software safeguards for an organization's
systems, including user identification and password access, authenticating,
access rights and authority levels. These measures ensure that only
authorized users are able to perform actions or access information in a
network or a workstation.
"Personally Identifiable Information (PII)" includes: a student's name;
the name of a student's family; the student's address; the students' social
security number; a student education unique identification number or
biometric record; or other indirect identifiers such as a student's date of
birth, place of birth or mother's maiden name; and other information that
alone or in combination is linked or linkable to a specific student that
would allow a reasonable person in the school community who does not
have personal knowledge of the relevant circumstances, to identify the
student.
"Physical Security" describes security measures designed to deny
unauthorized access to facilities or equipment.
"Student Data" means data collected at the student level and included in a
student's educational records.
"Unauthorized Data Disclosure" is the intentional or unintentional
release of PI to an unauthorized person or untrusted environment.
3. CONFIDENTIALITY: SD 93 and SAS shall not disclose information relating
to the business affairs or operations of the other party or of SD 93 students to
others except as required by governmental licensing authorities or applicable
law. The parties hereto agree not to disclose such information to others unless
such disclosure is required by applicable law and regulations or by the terms
and conditions of an applicable contract or agreement for reimbursement which
shall be disclosed to the other party prior to the disclosure of information. It is
further agreed by and between the parties that any and all confidential
information held by the party shall be surrendered to the other party upon
termination of this Agreement. The parties agree not to appropriate or
reproduce any confidential information or disclose any confidential information
to any third party without the prior consent or approval of the party owning the
confidential information. The provisions herein regarding records retention.
access, indemnities and confidentiality shall survive the termination of this
Agreement.
SAS
Star Autism Support, Inc.
6663 SW Beaverton Hillsdale Hwy #119
Portland, OR 97225
By: Jesse Arick — STAR Autism Support
Signature: �/t