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HomeMy WebLinkAboutMaggie's Place On-Site, LLC Service Agreement 2017-2018SERVICES AGREEMENT By and Between: MAGG IE, Is PLACE ON -SITE LLC and BONNEVILl,E JOINT §CHOOL DISTRICT 93 ,or -7 -a art This SER'V'ICES AGREEMENT FOR THE A SCHOOL YEAR. ( Agreement") is entered. into this 1_ day of I��q , 2(}3 (the "Effective Date) by and between Magpie's Place On -Site, LLC (the "Provider "}, and Bonneville Joint School District 93 (the "District "). REGI'I"ALs A. The District and .die Provider wish to enter into an agreement that defines their relationship, describes services that the Provider will provide for and on behalf of the District, establishes pricing, and establishes the :uaaruxer in which services will be provided. B. The Provider has expertise in providing services of the type :described in this Agreement and has the necessary knowledge, skill, and experience to provide those services for the District. C. T'he District desires to retain the Provider to provide: the services described in this Agreement at the following schools(s) Ammon Elementary, Bridgewater Elementary, Cloverdale Elementary, Discovery Elementary, 'Fab-view Elementary, Falls 'Malley Elementary, Hill:view Elementary, lotha Elementary, Mountain Malley Elementary, Rimrock Elementary, Summit Hills Elementary, Tiebreaker Elementary, Ucon Elementary, Woodland Hills Elementary, Sand Greek Middle School (the "School(s)") D. NOW, THEREFORE, in consideration for the foregoing and mutual covenants contained in this Agreement, the Parties agree as follows: Section 1. Incorporation of Recitals. The foregoing recitals are incorporated into and made apart of this Agreement. Section 2. Arm. This Agreement is fora term commencing on the Effective Date and contitwing through ^� '►a !� , 20 (the "Term"), unless the Agreement is terminated sooner in accordance with the terms this Agreement. :After the Term of this Agreement, the Agreement will automatically renew on an annual basis, subject to the Termination provisions of this Agreement. Section 3. Scope_at Services. TlheProvideragr�ees to;provide tlhe services described' n Exhibit A to this Agreement (the "Services ") for and on behalf of the District in accordance with the terms and conditions of :this Agreement. Section 4. Statement of I The Provider or is subcontractors will be responsible for performing the Services; providing all materials necessary for the Services, and paying all taxes, empioyees' salaries or contracts, and other expenses associated with performing the Services, The Provider or its subcontractors will be msponsible to direct and control the performance of the Services on a day-to-day basis and to provide and supervise a] I personnel who perform the Services- The District, from time to time, may request changes 10 the Scope of Services. Any arricndmenvi to this Agreement, including any changes to the Scope of Services or the fees ur pricing for the Services, wrest be made in tvsritin aarael signed lay" both Parties. Scction 5. lUdVendent Contractor, The relationship between tht Provider and the District shall he that of independmt contractor. Section 6, &hedule . for the Services. no District and Provider will cooperate to develop a schedule for the Services that is mutually agreeable to the Partics. For each session, the schedule will include the starting and ending time, the, location or lucations in the Schools(s) where the Provider will perform the Senizes. and any other information that the Parties mutually deem appropriate. Section 7. Fnrollmcnt of Mode tats The Parties, will cooperate to pmvide information regarding the Provider's Services to parents and students and to enroll stadents in the Service's in the manner set forth in Exhibit A. Section 8. . 1. . pgMfiqn and Payment, TU Provider shall be solely responsible for charging and collecting tuition from the pamts of enrolled students. The Provider -,UH pay to the District a portion of the tuition and fms the Provider collects for the Services in the manner and arnount set forth in Exjjibjt B to cornpensate the District for the use of school facilities and resources. Section 9. Laffing by Pro-vi&r. The District has rcWned the Provider to perform the Services becausc of Its experdw and the skill and experience of its professional staff and personnel and subcontr-actors. The Provider must maintain and use sufficiont staff to effectively fulfill the Provider's obligalions under this Agreement and the Provider's personnel, and any subcontractor's personnel, must be fidly qualified to perfotm their respective duties. Section 10. CQnfidential Whnn.-gion A, Aclaiowledgment of Confidentiality. The Parties aelmmledge that they way be exposed to confidential and prop -tary informabon of the other party including, without limitation, curriculum and instruchonal materials, other technical intonation (including fumbonal and teeftical specifications, desips, analysis, research, processes, compuW programs, and methods), business information (including marketing, financial, and persomel infGrmation), intellectual property, trade secrets, and other information designated as proprietary or confidential cWessly or by the circumstances in which it is provided CConfidential 1"formation"). Confidential Information does not include (i) infortuation already known or independently developed by the recipient (ii) information in the public domain through no wrongful act of the recipient, or (iij) information received by the recipi mt from a third party who w&,, free to disclose it B. Coimnant Not to Disclose or Misuse Confidential Information. Each Party agrees 2 that, with respect to the other Party's Confidential Information, it shall not, without the ether Party's prior written approval, use, disclose to third pat ies, alter, or remove the Confidential Information in a tnantner not expressly authorizer) by this Agreement except as approved in advance by the owner of the information. Each Py shall use at least the satoe degree of care in safeguarding the other Party's Confidential Information as it uses in safeguarding its own confidential information. C. Ownership of Curriculum and Instructional Materials. All curriculum, instructional naterials, and other documents and items am the property of the Provider and are to be treated as proprietary and confidential. Such items shall not be used by the District or Schools(s) for any purpose without the express written consent of the Provider. D. Student Records, The Provider will comply with the relevant requirements of the Family Educational Rights and Privacy Act (FERPA) (20 U,S.C. 12320, and alt ether applicable &dend and state laws and :regulations that safeguard education records, privacy, and confidentiality. Any use of information rrontained in student education records, to be released must be approved by the District. To protect the confidentiality of student education records, the Provider wili iimit access to student education records to those employees who reasonably need access. to them in order to perform their responsibilities under this Agrmnentt. Section 1 I. C.omnliarioe with Laws. The Provider and its subcontmetors must perform, the Services in compliance with all. applicable federal, state, county, and local laws and regulations, as well as all applicable District and School policies and rules in effect now or later and as amended from time to time, including the Drug Free Workplace Act, FERPA, the Protection of Pupil )tights Amendment, the Health Insurance Portability and Accountability Act, all applicable von - discrimination laws, and all applicable laws Semiott .12. Back and gkeck The Provider will comply with all applicable background check laws for its employees and subcontracts that (i) will )lave contact with children through their performance of S ;ices, and (ii) are not also employed by the District. For any District employees who perform Services for the Provider, the Provider shall be entitled to rely can the Districts criminal background check and determination of suitability for employment, and the Provider shall not be required to perform any additional background cheep or determination of suitability for such persons. Section 13, 1 trice. Provider, at its own expense. shall procure and maintain insurance covering all operations under this Agreement 'Ile Provider shall maintain, at min muma insurance policies in the following amounts: A. W rke ' Corn ensatiatt aud Emylgyqrs' -Liability jammm., Workers Compensation insurance wording workers' compensation benefits for all employees as required by law and Employers' Liability Insurance covering all employers who are to provide Services under this agreement with limits of not less than One Hundred Thousand'Dollars ($100,000.00) per occurrence. The workers' compensation policy must contain a waiver of subrogation clause. B. Comrneraial General I iabiiity JgMgagce. Commercial General. Liability Insurance or equivalent with limits of not less than One Million Dollars ($ 1,000,000) per occurrence. . 3 C. The Provider shall include the Disc ict as an additional insured to the insurance policies descrihcd afmve (excluding the Worker's Compensation Insurance Policy)_ Section 14. Termination. A. Termination for Default. Either Party may terminate this Agreement if the other Pant' materially fails to observe or worm my covenant, obligation, or provision of this ,A,grecmertt, and the Pant's material failure continues fora period of thirty days aRer it receives a written notice of default from the other Party. B. Termination for Convenience. Eiger Party inay terminate this agreement for convenience upon 90 days written notice to the other party. C. Payment for Savices Rendered. Tn the event of anytaminatiora, the Provider iray charge ttution and fees and shall be obligated to pay usage fee to the District in accordance with Exhibit B up to tl c date the ALgrcement is terminated. Section 15. C-9pap ; ion. Each Party agrees to cooperate with the other Party with respect to the performance of the Servie in an effort to provides cfv-ality programming for students within the .District. Section 16. Indemnification. A. The Provider gees to indemnify, defend and hold harmless the District. and/or Schools and ate employm% from and :against claims, liabilities, damages, losses, casts and expenses (including attorney's fees), to the extent arising Brut of or resulting from the guess negligencc or rata llful misconduct of the provider, B. The District and/or Selmois agree to indemnify, deknd and hold harmless the Provider, its board otdirectors, officers, agems and employees from and against claim, liabilities, damages, lasses, eosts and experts (including attorneys' fey to the extent arising out of or related to the gross negligence or willful misconduct of the District andtor Schools. Section 17. GeqMjPrqV is€ A. Notices. All notices, billings and other contsp3ndence. required to be given to either Pam pursuant to this Agmeinent shall be sent by email or delivered or mailed to the following address- If to qW. ]District Bonneville Joint '�clhool District 93 U97 N. Ammon Road Idaho Falls, ID 834GI Email: cshackett@63112.id.us Attention- Dr. Shackett 4 If to the ProyWy page's Place Chi -Site, LLC 302 B Street. fife. 111 Idaho Falb, IID 53402 Entail: alirector ii mae * esoV� tie�i,c:a�tt� Attention: Sheryl Gittings B. Recordkceeping. The provider shall maintain books and records relating to the perfow,lance of the .Services including records of the enrollment of students, collection of tuition and fees, and payment of fees the District. The :District shall have a right to inspect such records upon notice to the Provider at a time that is mutually convenient for the "Patties. C. Entirety. This Agreement, together with the Exhibits attached hereto, constitutes the entire Agreement between the Parties with respect to the subject matter here and supersedes any other negotiations, agreements or communications, whether written or oral, that have been matte by either Panty. D. Governing Lave. This Agreement shall be ,governed by and construed in accordance with the laws of the State of Idaho. E. Severability. In case any provision in this Agreement is held to be ravalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected., K Authority to Execute. Each Pa represents and warrants to the other that this Agreement has been duly authorized and that the person who executed this Agreement is authorized to do so on behalf of the Party. This Agreement may be executed in two or more counterparts. G. Assignment. Neither Party may assign this Agreement in whole or in part wnthout the prior written approval of the other Party. H. Exhibits. The following exhibits are incorporated into and made a part of this Agreement; Exhibit A — Scope of Services Exhl'bit B — Payment to District for Facility Use [SIGNATURE PAGES FOLLOW] 5 IN wrrNEss WHEREOF, the Payees have executed this Agreement as of the day and year first written above. E LE ii L "� - 93 MAGGIE'S PLACE ON -SnE, LLG Ey, By: Sheryl. Gitti.n.gs Its- Superintendent Tts: Managing Director Date: Date.1(- EXHIlIIT A SOOPE €f SERVICES The following scope of services has been agreed to by the Provider and District Maggie's Place (fin -Site operates Bonneville Joint School District 93 Childcare and Enrichment programs at the following schools: Ammon Elementary, Bridgewater Elementary, Cloverdale Elementary, Discovery Elementary, Fairview Elementary, Falls Valley Elementary, Hillview Elementary, Iona Elementary, Mountain Valley Elementary, Rimrock Elementary, Summit Hills Elementary, Tiebreaker Elerrtentatry, [Icon Elementary, Woodland Hills Elementary, Sand Creek Middle School. Programs include after-school, and/or before- school, and/or extended kindergarten programming, and./or other enrichment programming including, but not limited to winter- break, spring break,. summer- brealr, teacher m service day prmgramming. Ongowg En►richn=t Classes including, but not limited to: Taekwaudo, Chess, LEGO Robotics and Engineering, Science, Chess and Spanish, Maggie's Plat O3nsite, LLC shall render and provide the following services that include, but are not limited to: • A dedicated District Manager to oversee all aspect of all the District's programs as a single point of contact for all school .administrators, • Appropriately qualified and trained staff (including a site manager and teachers(s), as appropriate, at each location, • All program management and oversight, including structure, scheduling, vender management, etc, • Ongoing Enrichment Classes in Ta ekwondo, Chess, LEGO Robotics and En&eer°ing, Science, Chess and Spanish. $ All parent registration and payment through the online Magpie's Place Onsite registration and payment portal. • Marketing materials, marketing functions, and infunnational resources and materials sufficient to establish, grow and build the program(s), • 5 % Revenue Share from Maggie's Place On -Site programs at each. school, paid quarterly to the client partner. EXHIRTF 8 PANMENT TO DISTRICT FOR FACILM USE This provision for Payment of District for Facility Use el-casel is t rf C ctive as of the date written on the signature page of this Agreement, and is entered into between the District ("Landlord-) and the Providcr ("Tenant"). A. The District is the owner of Ammon Elementary, located at 2900 Central Ave, Ammon, ID 83406 D. The District is the owner of Bridgewater Elernentary, located at 1499 Indian Hollow Drive, Idaho Falls, ID 8341 C The District is the owner of Cloverdale Ftementary, located at 39990reenwillow Drive, Idaho Falls. ID 83401. D. The District is the owner of Discovery Elementary, located at 2935 Goldenrod Drive, Idaho Falls, ID 83404. E. The District is the owner of Fairview Elementary, located at 979 East 97h North, Idaho Falls, ID 83401, F, The District is the owner of Falls Valley Elementary, located at 2455 Virlow Drive,, Idaho Falls, ID 83401 0. The District is the owner of Hillview Elementary, loeated at 3075 Teton St. Ammon, ID 83406 H. The District is the owner of Iona Elementary, located at 5388 Owens Ave., Iona, ID 83427 I. The District is the owner of Rimm& Elementary. located at 4855 Brennan Bend, Idaho Falls, ID 83406. jo The District is the owner of Summit Hills Elementary, located at 2853 Lucita Ave, Idaho Falls, ID 83401 K, The District is the owner of Tithreaker Elementary, Imated at 3 100 First St. Idaho Falls, U) 83401 L. The District is the owner of Ucon Elementary, located at IOMI N. 41' FASt, Idaho Falls, ID 83401 M. The District is the owner of Woodland Hills Elmentary, located at 4700 Sweetwater Way, Idaho Falls, ID 83406 8 N. The District is the owner of Sand Creek Middle School, located at 2955 Owen Street, Ammon, ID 83406 The District desire to lease a portion of the space and facilities located on the properties listed in Paragra,)hs A through 14 (the "Premises ") to Tenant and Tenant desires to rent the Premises from Landlord for use as a child care facility and related educational programs as described in Exhibit A (the "Services ") to the Services Agreement. NOW THEREFORE, in consideration of foregoing Recitals, the parties agree as follows: I. Facility Agreement; Landlord and Tenant entered into the Services Agreement pursuant to which Tenant was. granted authority to enter, occupy, maintaW, and provide the Services set forth in Exhibit A within the application regulatory requirements. 2. Terra. Landlord hereby leases the Premises to Tenant, upon the terms and conditions set forth herein, for a term commencing on the Effective Date and continuing until termination. of the Services Agreement (the "Term"). If the Services Agreement is terminated or not renewed for any reason, or if the Tenant otherwise ceases to operate the Premises for the Services, this Lease shall terminate on. (z) the date said Services are terminated or not renewed, of (ii) the elate Tenant ceases to operate in accordant:e with the terms of this Lease. 3. R�e t,: In consideration of the leasing of the Premises set forth above, Tenant agrees to pay to the Landlord, as rent for the Premises, the sum of 5% of Tenant's revenue per year, paid quarterly. IN WrINESS OF, the parties have caused this Lease to be executed by their duly authorized representative as of the date reflected on the Signature page attached. 0