CONSULTING AGREEMENT for EDUCATIONAL PROFESSIONAL DEVELOPMENT SERVICES

Transcription

1 CONSULTING AGREEMENT for EDUCATIONAL PROFESSIONAL DEVELOPMENT SERVICES This consulting agreement is between ( ATS ) located at 350 Woodland Drive, Driftwood, TX and Lexington Public Schools, Lexington, NE or ( Client ). Summary The objective of this agreement is to improve student learning and achievement by enhancing the knowledge and skills of the educators and leaders in Lexington Public Schools through implementation of research-based practices. Lexington Public Schools and ATS will create a collaborative working relationship that is committed to creating a standards-driven organization that is focused on improving student achievement for all students. The ongoing working relationship and professional development plan will be implemented with fidelity and will include and incorporate all designated members of the Client organization s educational team. In so doing, we will present a united and consistent message based on implementation that will result in improving student achievement. Now therefore, Client and ATS hereby agree as follows: Services To Be Rendered ATS agrees to execute the Lexington Public Schools Educational Professional Development Plan dated January 11, 2013 created by ATS for Client, the Scope of Services offered and the Cost of Services and Resources attached as Exhibits A, B and C respectively (Collectively, the Plan ) and incorporated into this Agreement. ATS and Client agree that the work to be performed under this agreement will average 3.75 days of ATS consulting time per month over the term of the agreement. Client understands and agrees that ATS may contract with and manage a number of subcontractors in the course of execution of the Plan and that the charges of such subcontractors are covered under the terms of this agreement. All proposed deliverables which are a part of the Plan or to be delivered under the Plan will be reviewed by and approved by Client before they are produced and distributed. As the working relationship develops between the Client and ATS, additional projects or services may be added to the scope of this Agreement and may be attached by additional Exhibits A, B, and C as A- 2, A-3 and so forth, if such Exhibits are signed by persons with the authority to bind both ATS and the Client. Any modifications of the Plan shall require modified Exhibits signed by persons with the authority to bind each party. Term and Termination The term of this agreement shall run from January 11, 2013 to June 30, The term can be extended for additional six or twelve month terms upon mutual agreement of the parties. This agreement is a personal services agreement. If ATS is delayed or prevented from performing this agreement due to any cause beyond its reasonable control such as illness or injury to its principals or employees, such delay shall be excused for a reasonable period of time and the period of performance shall be extended to such extent as necessary to enable ATS to perform after the cause of the delay has been removed. This agreement may be terminated by either party for Good Cause upon giving the other party written notice 30 days in advance of such termination. The term Good Cause shall mean delay in performance beyond a reasonable period of time due to the disability of ATS personnel; or notice of any other default under this agreement and failure to cure within 10 days. Client may cancel this agreement prior to the first date of engagement. However, if the Client cancels this Agreement within 45 days of the first date of engagement, Client shall incur a cancellation fee equal to fifty percent (50%) of the professional service fees expected to be incurred as set forth in the Plan. If either party terminates this agreement under this provision, all consulting services scheduled to be completed prior to the termination date shall be completed and all fees and related expenses incurred up to that date shall be paid.

2 Payment Client will pay a retainer of $12, per month, in advance for services to be performed in that month by ATS personnel. The retainer shall equal the average number of days of consulting services per month (3 days) for the work outlined in the Plan over the term of the Plan. Any additional hours, if required, will be billed at ATS s standard hourly consulting rates ranging from $200 to $300 per hour, based on the fee schedule included in the Plan and depending on the nature and extent of the tasks in question. In addition, Client agrees to pay ATS for out-of-pocket expenses incurred in relationship to the services covered in this agreement. Such costs include but are not limited to expenses such as rental or acquisition of educational resources, shipping and handling of such resources, travel and lodging for ATS personnel working on behalf of the Client, plus day-to-day expenses such as postage, photocopies, paperstock for resources created in-house and misc. office supplies. All invoices will include summaries of expense items and will be due 10 days from the date of billing. Failure to pay out-of pocket expenses when due shall constitute grounds for delay in executing the Plan. Client should send payment to:, Attn: Finance Director, 350 Woodland Drive, Driftwood, TX, The Client certifies that no additional documents or signatures are required for prompt payment under this Agreement beyond the signature of the agent authorized by the Client to sign this Agreement. Ownership The consulting services performed by ATS under this agreement shall not be considered a work for hire. ATS will own the copyright to all materials it produces in-house as a result of execution of the Plan. In the course of performing services under this agreement, ATS will utilize its own databases of information and work product which are developed for use with all its clients. Such databases, multimedia and written materials and other work product are owned and will continued to be owned (and copyrighted, where appropriate) by ATS. Client shall have the non-exclusive use of the materials and other work product required for execution of the Plan. The Confidential Information disclosed by each party shall be considered valuable trade secrets, owned by the disclosing party. That means the Client, in particular, may take advantage of ATS Confidential Information for its own benefit but may not disclose that information to other organizations or colleagues. Each party retains all right, title and interest in its Confidential Information. No license under any trade secret, trademark, patent or copyright is either granted or implied by the conveying of Confidential Information to the other party. Confidentiality Purpose. The purpose of the disclosure of Confidential Information is to enable ATS to provide the professional development services it will render to Client and to enable the Client to obtain the full advantage of ATS services. Each party shall use the Confidential Information of the other party for these purposes only. Definition. As used herein, Confidential Information shall mean any information of a confidential or proprietary nature which is disclosed by one party to the other party including but not limited to: information from employees employment files; information with respect to employees job descriptions, job history and salaries; intellectual property such as ideas, concepts, designs, inventions and trade secrets; technical information such as computer source and object code; financial information about the Client s business such as financial statements, pricing and recent sales; business plans, strategies and marketing information; databases of information compiled by one party or the other;. Confidential Information also includes all record- bearing media containing or disclosing such information which are disclosed pursuant to this Agreement. ATS understands that it may be privy to confidential and employment-related information about the Client s employees and that such information must be held in strict confidence and only used as necessary in the course of providing professional development services. Dated January 11, 2013 Page 2

3 Designation. Each party shall, to the extent practicable, designate all of its Confidential Information as such. All tangible or written information shall be so designated in writing at the time of disclosure. All information disclosed verbally should be prefaced with a verbal designation as Confidential Information. Information which is not designated as Confidential Information in accordance with terms of this section shall not be considered Confidential Information. Use of Confidential Information. Each party may only use the Confidential Information of the other party for the purposes stated above. Each party recognizes that this Agreement imposes an affirmative duty to hold such information in confidence and protect it from dissemination to and use by unauthorized persons. In the absence of prior written consent, each party shall not reproduce nor disclose the Confidential Information of the other to any third party. Each party agrees to use the same degree of care to protect the confidentiality of the Confidential Information of the other as it would exercise to protect its own trade secrets, but in no case less than a reasonable degree of care. ATS will grant access to the Confidential Information only to its employees, consultants or subcontractors who have a clear need to know for purposes of this Agreement and shall advise those employees, consultants or subcontractors of the existence and terms of this Agreement and of the obligations of confidentiality herein. Each party shall be responsible for the breach of the terms of this Agreement by such party, its employees, consultants or subcontractors. Exceptions. Notwithstanding the foregoing, no information shall be considered Confidential Information if it: (a) was in the receiving party s possession before execution of this Agreement, as established by receiving party s records; (b) is or becomes a matter of public knowledge through no fault and without violation of any duty of confidentiality of the receiving party; or (c) is rightfully received from a third party without a duty of confidentiality; or (d) is wholly and independently developed by the receiving party without the use of information provided by the disclosing party. Neither party shall be liable for disclosure of Confidential Information if disclosure was in response to a valid order of a court or authorized agency of government; provided that prior written notice first be given to the disclosing party so that a protective order or other relief, if appropriate, may be sought by the disclosing party. Remedies. The receiving party agrees that unauthorized disclosure of the Confidential Information may irreparably damage the disclosing party. Such damages cannot be fully compensated by money damages. Therefore, the parties agree that relief for such disclosure may be sought in equity through injunction. Breach, Remedies, Limitation on Damages In the event of breach of this agreement, one party shall give written notice to the other party of that party s defective performance, failure to perform, breach or default. Upon receipt of notice, the offending party shall have an opportunity to correct any defective performance or failure to perform within 10 days. If the offending party fails to cure the breach within that time frame, the notifying party may claim breach of this agreement. In the event of breach of this agreement, both parties shall have available to them all causes of action, in law or in equity, including injunctive relief or specific performance. In all disputes under this agreement, whether in contract or in tort regarding negligence, the Client s money damages remedy shall be limited to actual damages not to exceed any amounts paid by Client to ATS less any out of pocket expenses as stated in the Payment section and estimated in the Plan. This limitation applies to payment of costs, damages and attorneys and fees or to claims for damage to real property or tangible property caused by ATS s negligence. ATS will not be liable to Client for lost profits or savings, nor for incidental or consequential damages in any form or action. Dispute Resolution Any matter of disagreement arising under this Agreement shall first be submitted to resolution by non-binding mediation. The parties shall cooperate in choosing and mutually agree on a mediator to aid Dated January 11, 2013 Page 3

4 in dispute resolution. Each party agrees to participate in such mediation in good faith. After completing of the mediation process, the parties may mutually agree to binding arbitration or may pursue any remedy they may have at law or in equity in a court of competent jurisdiction. Construction of Agreement This agreement as set forth herein represents the entire agreement between the parties and any previous or contemporary agreement, whether oral or in writing, shall be superseded by this agreement. This agreement shall be binding upon and inure to the benefit of all parties hereto and their respective heirs, legatees, legal representatives, successors and assigns. The signatories represent that they each have the authority to bind their respective organizations. In the event that a provision of this agreement shall be construed by a court of law to be unenforceable, void or otherwise invalid, then the remainder of this agreement shall be construed as a complete document and shall continue in full force and effect as though the unenforceable provision were never a part of it. This agreement may be executed in several counterparts, each of which shall have the force and effect of an original for all purposes, but all of which shall constitute one and the same agreement. The parties acknowledge that the contract will be performed in Texas, the location of ATS principal offices, as well as potentially other locations. below. In witness whereof, the parties have executed this agreement as of the day and the year set forth Client Name: Barry McFarland Title: Assistant Superintendent Date Rachel Carrillo Syrja Rachel C. Syrja, President January 11, 2013 Date Dated January 11, 2013 Page 4

5 ACCEPTANCE OF CONTRACT FOR SERVICES X SCHOOL DISTRICT *** REQUIRED FOR PROCESSING*** Purchase Order # Printed Name: Signature: Title and Department: Date: Please provide an Accounting Accounts Payable Department Contact: Name: Address: Address 2: City: State: Phone Number: Address: Signature: Name / Title: Rachel Carrillo Syrja / President Date: January 11, 2013 Federal Tax ID # Our Payment Address: Rachel Carrillo Syrja Finance Director 350 Woodland Dr. Driftwood, Tx Phone # Address: rsyrja@live.com Dated January 11, 2013 Page 5

6 Exhibit A Lexington Public Schools - ATS Consulting Agreement Educational Professional Development Plan For Lexington Public Schools ATS Consulting will provide 12 site visits to Lexington Public Schools for the remainder of the school year that will include classroom visits, demo lessons, curriculum and assessment development, curriculum and assessment review, curriculum and assessment implementation planning, as well as any other teacher or leadership training deemed necessary by Rachel Syrja and Barry McFarland for the continued successful implementation of current district initiatives. Dated January 11, 2013 Page 6

7 Exhibit B Lexington Public Schools - ATS Consulting Agreement Complete Scope of Services Scheduled/Ship Date Qty Start Time End Time Description February :00 4:00 Implementation Visits March :00 4:00 Implementation Visits April :00 4:00 Implementation Visits May :00 4:00 Implementation Visits Dated January 11, 2013 Page 7

8 Exhibit C Lexington Public Schools - ATS Consulting Agreement Cost of Services and Estimated Cost of Resources Description Qty Dis% Price February 20 1 $4125 February 21 1 $4125 February 22 1 $4125 March 20 1 $4125 March 21 1 $4125 March 22 1 $4125 April 24 1 $4125 April 25 1 $4125 April 26 1 $4125 May 8 1 $4125 May 9 1 $4125 May 10 1 $4125 Dated January 11, 2013 Page 8