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HomeMy WebLinkAboutPresence Learning Contract 2019-20Presence learning Service Order Form Customer Name and Contact Informa tion Name: Bonneville Joint School District 93 -ID Acldress: 3497 N AMMON RD IDAHO FALLS, ID Customer Primary Point of Contact Name: Julian Duffey Email Address: duffeyj@cl!l:{.k12.id.us Customer Secondary Point of Contact Name: Email Address: Presencelearning Contact Information Name: Sarah Finney Email Address: sarah@pre.sencelearning.com Service Order Form 1. SM.ices Servico Student Quantity Price per Service Service Total Servioe License· SLP 300 $1,435.00 $43{),500.00 SaJVice License • OT 0 $1,435.00 $0.00 Service ll~nse . BMH 0 $1,436.00 $0.00 2. As!\essmenta Service Student Quantity Price per Service Service Total SLP Assessment 0 $375.00 $0.00 OT A&MGsment 0 $375 00 $0.00 BMH Assewnent 0 $500.00 $0.00 A3seumenl Bil~udl SlP 0 $500 00 $0.00 Screenings by SLP 0 SSS.90 $0.00 Screenings t>y OT 0 565.90 $0.00 Screenings l>y SLP Bl 0 S56·.90 $0.00 i::valuatlon Review of Records by SLP 0 $367'.90 $0.00 Evaluation Review ot Records by OT 0 $3!17.90 $0.00 Evaluation Review ol Records by BMH 0 $357.90 $0.00 3. Psyehoeduca.llonal Assessments Service Student QuanUty Price per Serv lco Sorvico Total Evaluation Coordination an<}Repmrng 0 $225.00 $0.00 Review of R8CO<dS by School Psy(:holOgisl 0 sm.oo $0.00 Cognitive Selected Index 0 $115.00 $0.00 Processing Selected Index 0 $115.00 $().00 AchievemGnt Selected Index 0 $115.00 $0.00 Rating Stale Assessment 0 $115.00 $0.00 Ciasorooni Ob&ervation 0 $75.00 $0.00 Achievement Stand~rd Sattery 0 $216.00 $0.00 LO/IQ Cognitive Battefy 0 $215,00 $0.00 AdditionGI Assessment by School Psychologist 0 $21~.oo $0.00 Standard Processing Batteiy 0 $215 00 $0.00 Additional Reques!OO Jlleelings 0 $116 00 $0,00 Sd!ooJ Psyeh Consultation 0 $75.00 $0.00 :rranslatlon Services 0 $115.00 $0.00 Snort Cdgnitive Bt1ttery 0 $115.00 $0.00 Select Spanish Index 0 $200.90 $0.00 Service Student Quantity Price per Soov~ce Seovlce Total ·-----­ ·--------­ Service Order Form Minimum Fees Pe1 Service Order $430.500.00 Assessments Commitment 0 Plat Rate Assumptions Assumed Aver.age TI1erapy Prest;riptinn: 30 minutr.s A$Stll'ned Average Scheduled· Group Size: 1.3 students Psychoeducational Assessment Commitment $2,250.00 Docvment Camera $85.00 (each) Term July 1, 2019 through June 30, 2020 Modified Terms ADDITIONAL TERMS 3. Inflation Adjustment. Removed. 6. Limitation of Liability. In no event will PresenceLearning be liable for any incidental damages. consequential damages, or any lost profits arising from or relating to 1his Agreement or to the Services •. whether in contract or tort or otheMise, even if PresenceLearning knew or should have l<nuwn of the· possibility of such damages. PresenceLeamirig's cumulative liability relaling lo this Agreement will not exceed the actual tees paid by Customer to PresenceLeaming during the school year for three (3) months Immediately preceding the date on which a claim is made; provided that such amount shal l under no circumstances exceed $10,000. Customer acKnowledges that the Agreement reflects an adequate and acceptable allocation of risk and that In l/1e absence of the foregoing limitations PresenceLearnlng would not enter into the Agreement. Other than with respect to (i) infringement or misappropriation of PresenceLearning's intellectual property rights pursuant to section 3 hereof, (Ii} the parties.' .inrlemnificalion obligations pursuant to section 4 hereof, (iii) Customer's obligalion to pay fees when they become due in accordance witl'l section 2 hereof, and (iv) breach of confidentiality by Customer pursuant to sec1ion 1O, Cusiomer's cumulative··llability relating to this Agreement will not exceed the actual tees paid by Customer to PresenceLearning during the school year for three (3) months immediately preceding the date on which a claim is made; provided that such amount shall under no circumstances exceed $10,000. 7. Non-Sollcitation. Customer shall not, during the term ofthe Agreement and for one (1) year thereafter, directly or indirectly solicit, induce. or attempt to induce any Presencelearning employee or contractor without Presenceleaming's prior written consent 10. Confidentiality Customer understands that tt may receive confidential and proprietary information relating to PresenceLearning's business. Customer agrees that the PresenceLearning proprietary Information is confidential and is the sole, exclusive and extremely valuable property of Prese11ceLearnln9. It Is understood and agreed that money damages would not be a sufficient remedy for any Customer's breach of confidentiality and that PresenceLeaming shall be entitled to specific performance, including. without llmltatlon, 'Injunctive relief, as a remedy for any such breach by Customer in any court of competent jurisdiction. Such remedy shall not be deemed to be the exclusive remedy for breach of confidentiality but shall be in addition to all other remedies available at law or equity. PresenceLearnlng acknowledges"i1s obligation to comply with all federal and state laws rega,dlng privacy applicable to Services provided pursuant to this Agreement, induding, but not limited to, the Family Educalionaf Rigl:lts and Privacy Act (FERPA) and the Idaho Student Data Accessibility, Transparency, and Accounlabillty Act of 2a14 (Idaho Data Accounlabifity Aci), Idaho Code Section 33-133. Presenceleaming is prohibited from disclosing any information obtained as a rewlt of rendering Services to any individual not authorized and directed by Customer, or without the consent of the parent/guardian or the student, if 18 years of age or older. STUD ENT DATA PRIVACY AND SECURITY: PresenceLeaming covenants and represents as follows: (i) PresenceLearning agrees that all Information regarding Services, including, but not limited to, the student's idenlity and the nature of seivices rendered, shall be confidential and comply with all federal and state laws; (11) PresenceLeaming represents and warrants that it has in place Administrative Secllrity, Physical Security, and Logical Security controls to protect from a Data Breach or unauthorized data disclosure; (iii) PresenceLearning agrees to restrict access to Personally Identifiable Information (Pll) to only authorized staff who require such access to perform their assigned duties; (iv) PresenceLearning shall not use Student Data and Pll for secondary uses including, but not limited to, sales, m;;rketing, or advertising in any manner other than ill an anonymiz.ed and aggregate format; (v) PresenceLearning agrees to indemnify and hold harmless the School District from any llabllity arising out of noncompllance with state and federal law regarding Student Data Privacy and Seoortty; and (vi) Presenceleaming mpresents and warrants that it has an appropriale records retention schedule and/or policy for the deslruction ofdata. PENALTIES FOR PRESENCELEARNING'S FAILURE TO COMPLY WITH STUDENT DATA PRIVACY AND SECURITY: Penaltiei> In case of non-compliance by PresenceLearning with state and federal law or its covenants and representatlor.is regarding Student Data Prlw1cy and Security, as set forth in this Agreement, will be assessed at lhe reasonable discretion of School District's Board of Trustees and may include, but are not limited to: (i) Immediate termination of any contracts with the School District without cause and for con venience, without recourse by PresenceLearning; (ii) a two-year ban on Pres.enGeLeaming's ability to contract and provide services to the School D.istrict; and (iii) any omer sanction the School Dis1rict's Board of TruslE~es deems proper and appropriate under the circumstances. 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, perfonnance 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 t o main1ain security of data· 'Dal9 Breach" is the unauthorized acquisition of Pll. "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 authori:zed users are able to perform actions or access information in a network or a workstation. "Personally Identifiable Information (Pll)" includes: a stude11t's name; th0 name of a student's family; the studan t's address; the students' social security number; a student education unique identification number or biometric record; or other indirect identifiers such as a st1;1de11t'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 tiave personal knowledge ot the relevant circumstances,. to identify the student. "Physical Security" describes security measures designed to deny unauthorized access to facitilies or equipment. •student Data• means data collected at the student level and included in a sludent's educational records. "Unauthorized Data Disclosure" is the intentJonal or unintentional release of Pll to an unauthorized person or untru!lted environment. 12. Governing Law. This Agreement will be governed b-y the laws of tile State of Idaho (without gMng effect to any conftic1 of laws principles that provide for the application of tile law of another jurisdiction). 17.. Arbltr-ation. Any controversy or claim arising out of or relating to this Agreement. or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association ("AAA:') In accordance with its Commercial Arbitration Rules, and judgm ent on the award rendered by lhe arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration proceedings shall be confidential and conducted in the English language before a single neutral arbitrator to be selected by AAA. The place ofarbitration shall be Idaho Falls, Idaho, other than claims related to collection of fees due by Partner for Services rendered, which may be brought in any court of relevant jurisdiction. Service Order Form Except as expressly set fo.rth ir.i this Service Order, the par.ties agree to be bound by the terms of the PresenceLeamlng Master Services Agreement available at https://www.presencelearning.com/tclflat-ratel, which Is Incorporated herein by reference. This Service Order and the MSA together cons~tute the entire agreement between Presencelearning and Customer governing the services and products referenced above (the "Agreement"), lo the exclusion of all other terms. To the extent there is any conflict between this Service Order and the MSA, this Service Order shall govern. The signatGry below represe11ts that he or she has the authority to bind Customer to the terms of this Agreement. The terms of this Service Order are Presencelearning confidential information. IN WITNESS WHEREOF. theParties hereto have caused this Agreement to be executed as of July 1, 2019 (Effective Date). Presencelearning, Inc. Customer By:~ ~? 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