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HomeMy WebLinkAboutIndexBlue (Digital School Network) 2015-2018SchoolPointe Website Contract For Bonneville Joint School District Term: 3 years Subscription Start Date: 07101/15 Subscription End Date: 6/30/2018 Proposal built by Esther Dorsey 01/26/15 Initials: SW SCHOOLPOINTE WEBSITE DEVELOPMENT AGREEMENT THIS WEBSITE DEVELOPMENT AGREEMENT (this "Agreement ") is dated as of by and between IndexBlue, Ina (dba Digital School Network), an Ohio corporation ( "DSN "), located at 3248 W. Henderson Rd., Ste. 100, Columbus, OH 43220, and Bonneville Joint School District, a school district organized under the laws of the State of Idaho, located at 3497 N. Ammon Rd., Idaho Falls, ID. 83401 ( "DISTRICT "). Collectively referred to as the "Parties." 1. Term. The term of this Agreement shall be for a period of 3 years and will commence on July 1, 2015 and shall remain in force until June 30, 2018 except as otherwise provided in this Agreement. This Agreement will automatically renew for successive one (1) year periods if DISTRICT does not notify DSN of their intent to discontinue services ninety (90) days prior to the expiration of the then current tern. 2. Services. DSN agrees to develop, implement, and maintain a website for DISTRICT as set forth in the original proposal to DISTRICT (Appendix A), including the development of all software for the website (the website and all software development in connection therewith are hereinafter together referred to as the "DISTRICT Website"). 3. Payments. (a) For the services rendered hereunder, DISTRICT agrees to pay DSN the total amount of $7500 for the first year. DISTRICT will subsequently make annual payments to DSN in the amount of $7500 on July I' of each remaining year of the contract. Bill Dates 07/01/2015 $7,500.00 07/01/2016 $7,500.00 07/01/2017 $7,500.00 (b) DSN will provide DISTRICT with invoices of the current services being provided at the time the invoice is generated. (c) Optional modules and services may be requested by DISTRICT at any time. The payment schedule and amounts will be modified accordingly. (d) A late fee in the amount of five percent (5 %) of payment due may be assessed to any payment not received by the due date hereunder. 4. Cooperation. Both DSN and DISTRICT acknowledge and agree that successful development and implementation of the DISTRICT Website so as to become operational in DISTRICT's specified domain shall require their full and mutual good faith cooperation, Initials: SW including, without limitation, the fulfillment by DISTRICT of the obligations set forth in Section 6. 5. DSN Obligations. In addition to providing DISTRICT with full, good faith cooperation and such information as may be required by DSN in order to develop and implement the DISTRICT Website, DSN shall: (a) not sell advertising space on the DISTRICT's web site. Nothing in this Agreement prohibits the sale of advertising by the DISTRICT or the use of District web pages to recognize sponsorship of DISTRICT programs. (b) act or refuse to act such that its actions must uphold FERPA, COPPA, the DISTRICT's state privacy laws, and all other State and federal regulations regarding the privacy of staff, students and faculty. DSN is only responsible for its own actions, and is not responsible for content uploaded or content and/or practices specifically authorized by DISTRICT personnel. (c) provide data security consistent with standard practices in the industry, and will not provide any DISTRICT data to a third party or make any use of such data whatsoever outside of the use provided for in this agreement without the express written permission of the DISTRICT. DSN will immediately inform the DISTRICT of any security breaches involving DISTRICT data, and will fully cooperate with the DISTRICT's Director of Technology in investigating and defending against intrusions into the DISTRICT system that involve DSN servers or networks. The DISTRICT will avoid, where possible, transmission of any data to DSN that is confidential. (d) assist the DISTRICT in complying with the DISTRICT's state public records laws, records retention legislation, and other applicable laws and regulations. The DISTRICT will respond to any such requests, with DSN's cooperation if necessary. DSN will immediately notify the DISTRICT of any request made directly to it for DISTRICT data. DSN will archive changes to the DISTRICT's web sites consistent with DISTRICT's policy on records retention. 6. DISTRICT Obligations. In addition to providing DSN with full, good faith cooperation and such information as may be required by DSN in order to develop and implement the DISTRICT Website, DISTRICT shall: (a) provide DSN with specific and detailed information concerning DISTRICT's work flow, procedures and transaction volumes as they relate to applications of the DISTRICT Website; (b) make available to each DSN agent located on DISTRICT's premises test time on the system configuration designated by DSN, which availability shall include sufficient disk storage space to permit DSN to develop and test the DISTRICT Website, and access to the system configuration through at least one dedicated terminal for each DSN agent at DISTRICT's premises; (c) set up, format, and make available to DSN the files and tables specified by DSN; Initials: SW (d) make available to DSN, personnel of DISTRICT for testing the DISTRICT Website and training users of the DISTRICT Website; (e) provide one employee of DISTRICT to act as coordinator of all DISTRICT activities in connection with the development of the DISTRICT Website, and to supervise all projects undertaken by DISTRICT in connection with the modification, preparation, installation or use of the DISTRICT Website; (f) in general, to provide all information and access to key personnel needed to develop and implement the DISTRICT Website. 7. Termination with Cause. In the event that DISTRICT has applied for and is unable to attain a -rate funding the Agreement shall terminate without penalty to either party. DISTRICT has a duty to take all reasonable steps necessary to attain a -rate funding. In the event that DISTRICT can prove that it is financially impossible to allocate in their budget the amounts payable to DSN required under the Agreement, then DISTRICT may terminate the Agreement upon sixty (60) days written notice to DSN of this qualifying event. Either parry shall have the right, with cause, to terminate this Agreement upon sixty (60) days written notice to the other party upon: (a) violation or breach, by its officers or employees, of any provision of this Agreement, including, but not limited to, confidentiality and payment; In the event that there is a breach of this Agreement the breaching party will have sixty (60) days from the receipt of the notice of the breach to cure the breach. If the condition has been satisfactorily resolved this Agreement will remain in force; (b) the termination of the business; (c) voluntary or involuntary filing of a bankruptcy petition or similar proceeding under state law; or (d) becoming insolvent or making any assignment for the benefit of creditors. Notwithstanding termination of this Agreement, the obligations of the parties contained in Sections 3. 9 -12 inclusive, 16, and 19 shall survive the termination of this Agreement and continue in perpetuity. S. Termination without Cause. In the event that DISTRICT terminates this Agreement without cause, DISTRICT will be responsible to pay DSN liquidated damages, not to be construed as a penalty, in the amount of 50% of the sum of all of the remaining payments as described in Section 3 of this Agreement.. Any such payments must be received within ten (10) days of the proposed date of termination. If such payment is not received, the termination notice will be considered void and the contract, along with all regularly required payments, will remain in full force and effect until all payments due under this are contract received. Initials: SW 9. Title to Software. DSN and the DISTRICT agree that the software code used to operate the DISTRICT Website under this Agreement is the sole property of DSN. Both parties also agree that all data entered into the DISTRICT Website is owned by the DISTRICT. Further, receipt by DSN of the final payment due under this Agreement, title to the software code utilized to non the DISTRICT Website and all derivative works developed there from and all copies thereof shall remain the property of DSN. Transfer of ownership of the aforementioned software code to DISTRICT will only occur in the event that DSN ceases business operations while this Agreement is in force and all payments are current or at the termination of this Agreement, if it is not renewed, the DISTRICT may purchase the compiled source code of the web pages for a price agreed upon by the parties, which shall not to exceed $50,000. 10. Title to DISTRICT Marks and Intellectual Property. DSN and the DISTRICT agree that the name, associated logos, the names of individual buildings, and all content uploaded by or received from the DISTRICT is the property of the DISTRICT, and may not be reproduced or used outside the terms of this Agreement. 11. License to DSN. Subject to the terms and conditions contained in this Agreement, DSN shall have a perpetual, worldwide, royalty -free, irrevocable license to use software code used to develop the DISTRICT Website and all derivative works developed there from. Both parties acknowledge that DSN develops software and web applications as its primary business function and may at DSN's sole discretion sell applications that may have similar functionality, in part or in whole, as the software code developed to operate the DISTRICT Website before and after the termination of this Agreement. 12. Non - Disclosure. Both parties shall take all steps necessary to maintain the DISTRICT Website in confidence and shall not, nor shall it permit its employees, or its permitted agents or consultants to sell, transfer, disclose, display or otherwise make accessible any confidential information relating to the DISTRICT Website, or any copies thereof, in whole or in part, to any third party without written consent. Any unauthorized use of confidential or proprietary information without consent will result in damages to the breaching party. If either party is required to secure legal assistance to recover any amount of damages the prevailing party will be entitled to legal fees as stated in section 20 of this agreement. 13. Governing Law and Venue. This Agreement shall be governed by and construed under the laws of the State of Ohio. The parties to this Agreement hereby designate the state or federal courts of Franklin County, Ohio as the courts of proper jurisdiction and exclusive venue for any actions or proceedings relating to this Agreement or any document or instrument executed in connection herewith; hereby irrevocably consent to such designation, jurisdiction, and venue; and hereby waive any objections or defenses relating to jurisdiction or venue with respect to any action or proceeding initiated in such courts. 14. Complete Contract and Amendments. This Agreement, together with any exhibits attached hereto, supersedes all prior agreements and understandings between the parties hereto for performance of the services described herein, and constitutes the complete agreement and understanding between the parties hereto unless modified in writing, signed by both parties. Initials: $'(1/' 15. Notices. Any notice or communication required to be given by either party hereunder shall be in writing and shall be hand delivered or sent by recognized overnight courier to the party receiving such communication at the recipient party's address. 16. Non - Solicitation. DISTRICT recognizes that the employees and agents of DSN, and such employee and agents' loyalty and service to DSN, constitute a valuable asset of DSN. Accordingly, DISTRICT hereby agrees not to knowingly and directly or indirectly make any offer of employment to, nor enter into a consulting relationship with, any person who was employed or otherwise engaged by DSN within two (2) years of such person's employment or other engagement by DSN. This time period will only be waived in the event that DSN either discontinues operations prior to the expiration of the term or if DSN provides DISTRICT with a written waiver to this provision. 17. Force Maieure. Except as to the payment of money by the due date required under this Agreement, which will in no event be excused hereunder, neither party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control. Performance times shall be considered extended for a period of time equivalent to the time lost because of any such delay. 18. Assignment. Either party may not assign or transfer, without the prior written consent of the other, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. 19. Equitable Reli ef. The parties acknowledge and agree that irreparable harm would result in the event of a breach or threat of a breach by either party of this Agreement. In such an event, and notwithstanding any other provision of this Agreement, the non - breaching party shall be entitled to a restraining order, order of specific performance, or other injunctive relief, without showing actual damage and without bond or other security. The remedies under this section are not exclusive, and shall not prejudice or prohibit any other rights or remedies under this Agreement or otherwise. 20. Attorneys' Fees. In the event either party is required to obtain legal assistance (including, but not limited to, in -house counsel) to enforce its rights under this Agreement, or to collect any monies due for Services provided or damages sustained, the prevailing party shall be entitled to receive from the other party, in addition to all other sums due, reasonable attorney's fees, court costs and expenses, if any, incurred enforcing its rights and or collecting its monies. 21. Indemnification. The Parties shall indemnify and hold harmless the other from any claim, cause of action, loss, damage, cost and expense, judgment, order, civil and criminal penalty, forfeiture and/or assessment against either party asserted by or awarded to, any third party arising from or related to acts committed solely by the other party. Notwithstanding anything in this Agreement to the contrary, DISTRICT expressly reserves the right to assert, in whole or in part, the defense(s) of governmental or sovereign immunity permitted under the laws of the State of Ohio. Initials: siv 22. Independent Contractors. The Parties are independent legal entities. Nothing in this Agreement shall be construed to create the relationship of employer and employee, or principal and agent, joint venture, partnership, or any relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the terms of this Agreement. Neither DSN nor DISTRICT nor any of their respective agents or employees shall control or have any right to control the activities of the other party in carrying out the terms of this Agreement. Neither party, nor any employees or agents thereof, shall have any claim under this Agreement or otherwise against the other party for social security benefits, workman's compensation, disability benefits, unemployment insurance, vacation, sick pay or any other employee benefits of any kind, and DSN is not responsible for any payroll withholding obligations of any nature whatsoever arising as a consequence of this Agreement, including, without limitation, withholding of federal and/or state taxes, FICA (Social Security) taxes, unemployment insurance taxes, and disability insurance taxes. 23. Headines. The headings of sections and subsections of this Agreement are for reference only and will not affect in any way the meaning or interpretation of this Agreement 24. Severability. In the event that one or more provision(s) of this Agreement are deemed invalid, unlawful and/or unenforceable, then only that provision will be omitted, and will not affect the validity or enforceability of any other provision; the remaining provisions will be deemed to continue in full force and effect. 25. Negotiated Agreement. This agreement is the result of negotiations between the parties both of whom are deemed the draftsman of this agreement. Initials: SW IN WITNESS WHEREOF, the parties have executed this Agreement as of IndexBlue, Inc. (dba Digital School Network), an Ohio c ration By: C 26 Z&" - Name: Josh Boyer Title: VP SchoolPointe Bonneville Joint School District an Idaho School District By:1 Name: Scott Woolstenhulme Title: Director of School Improvement & Technology Initials: Appendix A: Pricin¢ Bonneville Joint School District Students: 11,000 Service Starts: 07/01/2015 Service Ends: 06/30/2018 Pricing Summary: Year 1 Item Price Web Hosting (Base +per /Student) $7,500 Yearly Total: $7,500 Initials: Appendix B: Implementation Timeline: We will launch your site as quickly as possible. We'll help you complete your design phase and launch your beta. After your site is in beta, all that's left is to add your district data (calendar items, images, text). As soon as you are satisfied with your beta website, we can launch your new, live website. Design: We will provide your district with access to our Jump Start design gallery to help you select a beginning point for your design. You'll then work with one of our designers to personalize your new website design. You'll receive 3 design revisions to ensure you get your desired look and feel. You have requested a custom design and will work directly with one of our designers. You will receive 2 concept designs and then 3 revisions to the selected concept design. Training: As a SchoolPointe customer, you'll receive 10 hours of live online video training. This training will cover all areas of our website and can be attended by as many participants via online training. Additional live video training or onsite training can also be purchased. Ongoing Support: As a subscription customer, you'll receive all website upgrades. You'll also have access to customer support through phone, email support, and online issue tracking. Initials: Appendix C: Service Level Agreement This Service Level Agreement ( "SLA ") governs SchoolPointe Services ( "Services ") provided under the Digital School Network Terms and Conditions of Service agreed to by each user of the Services ( "Customer ") and IndexBlue, LLC ( "SchoolPointe Business "). SchoolPointe Business may supplement or amend this SLA without notice, with such changes being effective upon their posting to www.schoolpointc.comisla.pdf. Description and Objectives SchoolPointe Services will be measured on the basis of the following service level objectives ( "SLA Objectives "): site availability ( "Availability"), notification of scheduled maintenance and mean time to respond ( "MTTR" ). This SLA provides for 24 hour a day, 7 days per week coverage of the SLA. The SLA does not apply before official implementation (or "go live date ") of a Customer site. Availability. The SLA Objectives for Availability are as follows: Public Web Site The public facing web site accessible to end users. 99.9% (about 45 minutes /month) The area for the Customer to 1 99.9% CMS Admin Panel administer the site content (about 45 minutes /month) and settings. Learning Management The area in which the 99.9% System ( "LMS ") Customer, students and (about 45 minutes /month) parents interact/communicate. Availability will be measured in sliding three month windows, based on the average of actual minutes of Service availability as a percentage of the corresponding total available minutes for the three month window, and will be calculated as follows: Availability Calendar Months Minutes — Excluded Minutes — Outage Minutes Calendar Months Minutes — Excluded Minutes PAC 11 An outage is defined as a period of 5 minutes or more where a Service is unavailable from a browser or other HTTP client due to an error or system issue within the SchoolPointe hosting environment or software. All outages must be verified by SchoolPointe Business before the resolution process will begin. Outages caused by the Customer's own network, DNS interruptions outside of SchoolPointe's control, or issues with general internet accessibility, are Initials: not covered. Excluded Minutes include time spent waiting for required response from Customer and scheduled maintenance of SchoolPointe Services. Other SLA Objectives. Other SLA Objectives covered under the SchoolPointe SLA include the following which will be measured on a best effort basis: Scheduled Maintenance. I Notification - No less than 24 hours prior to maintenance We will notify the Customer of all significant scheduled maintenance to SchoolPointe Services. window unless changes are to address a Critical or Major issue. Maintenance for Public Website and CMS Admin Panel will be restricted to off -peak hours. Maintenance for Learning Management System ( "LMS ") can usually be performed without any interruption of service. If service will be interrupted, the implementation will be restricted to off -peak hours. Mean Time To Respond Response/Resolution time by request category: (MTTR). • Low /Information: no timeframe. • Minor: 48 hours or less. SchoolPointe will respond • Major: 24 hours or less. to Customer support tickets • Critical: 12 hours or less. within a reasonable amount of time. Definition of Classification: SchoolPointe Business shall take notice of severity level of request from Customer, but will assess and classify the level of request based on its own assessment. In assessing the level of request classification, SchoolPointe Business will utilize the following categorizations: • Low /informational - A notification of information or a request that does not have immediate urgency; • Minor - A notification of a support request item with low impact and/or individual user impact; • Major - Service impact of item of at least 50% of users with little to no workarounds; or • Critical - Service Outage Initials: Submitting a Support Request The following steps should be followed when reporting an outage with SchoolPointe. • Contact SchoolPointe Customer Support via email at Step One support a digitalscboolnetwork.com. • For Critical and Major issues call technical support at 1- 866 -545 -2549 Step Two • For Minor and Low issues call customer support during business hours 8:00 AM ET - 5:00 PM ET, Monday- Friday at 1- 866 -545 -2549 Proactive Measures for Objective Completion SchoolPointe has gone to great lengths to ensure that it exceeds all of its objectives. Here is a summary of some the steps that have been taken to ensure all objectives are able to be met. • Redundancy. SchoolPointe has gone to great lengths to ensure that there is no single point of failure wherever possible. This applies to web servers, DNS servers, file servers, and other systems. • Enterprise Monitoring. SchoolPointe uses enterprise -grade application and server monitoring for both proactive and historical response. The monitoring systems in use will alert the SchoolPointe Business in the event of many Service outages or if various metrics are outside set thresholds. • Backups. SchoolPointe is committed to safeguarding customer data. Database backups are taken daily and are retained for the following periods: • Daily Backups - 1 month • Monthly Backups - 1 year User files are stored redundantly on at least two servers. Initials: Addendum 1 Addendum to Index Blue Inc. Web -Based Products and Services Terms And Conditions Notwithstanding the standard terms and conditions, Index Blue, Inc, hereinafter referred to as "Vendor" and Bonneville Joint Unified School District 93, hereinafter referred to as "School District" agree to these additional terms and conditions required by the Idaho Student Data Accessibility, Transparency, and Accountability Act of 2014, Idaho Code Title 33, Section 133. 1. Vendor agrees to comply with all applicable Idaho state and federal laws; 2. Vendor guarantees to have in place Administrative Security, Physical Security, and Logical Security controls to protect from a Data Breach or Unauthorized Data Disclosure; 3. Vendor agrees to notify School District within 24 -hours of a data breach or unauthorized data disclosure; 4. Vendor will restrict access to personally identifiable information, as defined below, to the authorized staff of the vendor who require such access to perform their assigned duties; S. Vendor is prohibited from any secondary use of personally identifiable information, as defined below, including sales, marketing or advertising; 6. Vendor will destroy all data and records containing personally identifiable information within 24- months of termination of web -based products and services and notify the School District of date and manner of the destruction of records; 7. Vendor agrees to accept the following penalties for non - compliance with these provisions: a. Immediate termination of web -based products and services. Vendor will refund to the School District all fees paid in the current fiscal year, less the amount pro -rated for months of use prior to the breach of terms; b. Vendor will indemnify and hold harmless School District and its employees from any and all third -party claims arising therefrom in the event the vendor breaches these terms. Defined Terms 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. Data Breach is the unauthorized acquisition of PII. 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. Initials: 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 PH to an unauthorized person or untrusted Initials: