HomeMy WebLinkAboutWA Resolution 23-22 Dickson ContractWA Res 23-22
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WESTLAKE ACADEMY
WA RESOLUTION 23-22
A RESOLUTION OF THE WESTLAKE ACADEMY BOARD OF TRUSTEES
APPROVING THE CONTINUATION OF THE TWO-YEAR CONTRACT WITH
DICKSON EDUCATIONAL SERVICES FOR PEIMS SUPPORT.
WHEREAS, Westlake Academy’s mission is to support students as they become
compassionate, life-long learners through an internationally-minded, balanced education that
empowers students to contribute to our interconnected world; and
WHEREAS, The proposed resolution supports continuing the two-year contract with
Dickson Educational Services; and
WHEREAS, The proposed resolution supports continued PowerSchool support and
training to ensure State and Federal reporting is reported correctly; and
WHEREAS, the Board of Trustees finds that the passage of this Resolution is in the best
interest of the citizens of Westlake as well as the students, their parents, and faculty of Westlake
Academy.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
WESTLAKE ACADEMY:
SECTION 1: That, all matters stated in the recitals herein above are found to be true and
correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: That, the Board of Trustees Westlake Academy, hereby approves the
continuation of the two-year contract with Dickson Educational Services attached to this resolution
as Exhibit “A”.
SECTION 3: If any portion of this resolution shall, for any reason, be declared invalid by
any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof
and the Council hereby determines that it would have adopted this Resolution without the invalid
provision.
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 9th DAY OF OCTOBER 2023.
_
WA Res 23-22
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__________________________________
Sean Kilbride, President
ATTEST:
________________________________
Amy M. Piukana, Board Secretary
APPROVED AS TO FORM:
Stan Lowry, for:
__________________________
Janet S. Bubert, School Attorney
WA Res 23-22
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Res 23-18
Exhibit “A”
Form 2023.03.06 Page 1 of 8 Initial:
Agreement to Provide Services
Dickson Educational Services, LLC
5796 E. State Highway 114, #1C
Box 10
Haslet, TX 76052
Order Information
Date: 09/01/2023 Prepared By: J. GAVIN DICKSON
Terms: 45 Phone: 682-841-1183
Expiration: 10/15/2023 Email: JGDICKSON@JGDICKSON.COM
Contact Information
Name of LEA: WESTLAKE ACADEMY
Contact Name: DARCY MCFARLANE Contact Phone: 817-490-5765
Contact Email: DMCFARLANE@WESTLAKEACADEMY.COM
Bill to Name: MARLENE RUDLEDGE Billing Phone: 817-490-5757
Billing Address 2600 J T OTTINGER ROAD
City/State/Zip: TOWN OF WESTLAKE, TX 76262
Bill to Email: FINANCE@WESTLAKE.ORG
Purchase and Pricing Agreement
Product Start Date End Date Price per
Unit Qty Price
PEIMS PLUS+ PARTNER (2 YEAR AGREEMENT) 09/01/2023 08/31/2024 $3,510.00 12.0 $42,120.00
(SEE OUTLINE OF SERVICES)
PEIMS AUDIT REPORTS AND ARCHIVE ADD-ON 09/01/2023 08/31/2024 $1,500.00 1.0 $1,500.00
ADMINISTRATIVE FEE 09/01/2023 09/01/2025 $18,000.00 1.0 $18,000.00
ANNUAL AGREEMENT DISCOUNT 09/01/2023 08/31/2025 ($1,500.00) 12.0 ($18,000.00)
2023-2024 Total $43,620.00
Purchase Options (Check the desired payment option)
Purchase Order Number:
Purchase Order Number will be mailed/emailed within fourteen days
Check will be mailed within fourteen days
X Requesting payment plan. (Reference Terms)
Details: MONTHLY PAYMENTS BEGINNING 10/01/2023 AT $3,635.00 PER MONTH
Agreement to Provide Services
Dickson Educational Services, LLC
5796 E. State Highway 114, #1C
Box 10
Haslet, TX 76052
Terms and Conditions (Part 2)
Form 2023.03.06 Page 2 of 8 Initial:
1) Purpose. The purpose of this !greement to Provide Services (“!greement”) is to establish the terms and
conditions for the outlined products and services between:
SERVICE PROVIDER: DICKSON EDUCATIONAL SERVICES, LLC
and
LEA: WESTLAKE ACADEMY
2) Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be
an original, but all of which shall constitute one and the same Agreement. Facsimile or Electronic signatures shall
have the same force and effect as an original.
3) Payments. Dickson Educational Services, LLC (the “Service Provider” or “Provider”) will invoice upon receipt of
this Agreement. The named LEA shall be responsible for all Fees as identified in this Agreement and agrees to
remit full payment to Accounts Payable promptly upon its receipt of the invoice and no later than 30 days after
the date of the invoice.
4) Correspondence. All correspondence and notices to the Provider related to this agreement shall be sent to:
Dickson Educational Services, LLC
PO Box 131
Haslet, Texas 76052
billing@jgdickson.com
5) Payment Plan. If an LEA selects "Payment Plan" under "Purchase Options,” payments will be divided over the
period of the agreement (the “!greement Period”), provided that any balance owed to Service Provider as of the
termination this Agreement shall become immediately due and payable upon termination. Service Provider will
present invoices on the first of each month and the named LEA agrees to remit the invoiced amount to Accounts
Payable promptly upon its receipt of the invoice.
6) Late Fee. Payments not received within 30 days of the invoice date are subject to interest charged to the maximum
extent of the law. Failure to timely make any payment may result in suspension or termination of the Agreement
in Service Provider’s discretion.
7) Reimbursement of Expenses. Service Provider is entitled to reimbursement for reasonable expenses related to
the completion of the outlined agreement if written prior approval from the LEA is obtained.
8) Travel. The “Outline of Services” section included with this agreement outlines any included prepaid travel.
Additional travel not included within the agreement must be agreed upon in writing between the LEA and Service
Provider and is subject to 1) the IRS business standard mileage rate in effect during the Agreement, as modified
or amended, 2) for time spent in transit, half the hourly rate referenced in Paragraph 11, and 3) $200 per night
per employee for lodging expenses.
Agreement to Provide Services
Dickson Educational Services, LLC
5796 E. State Highway 114, #1C
Box 10
Haslet, TX 76052
Terms and Conditions (Part 3)
Form 2023.03.06 Page 3 of 8 Initial:
9) Business Hours. Service Provider operates Monday through Friday from 8:30 to 4:30 and observes most major
holidays and breaks recognized by Texas public schools including Labor Day, Martin Luther King Day, President's
Day, Thanksgiving, Winter Break, Good Friday, Spring Break, Memorial Day, and Independence Day. LEAs may
contact the Service Provider for an official operations calendar.
10) Timelines. The LEA must provide reasonable notice to Service Provider of any and all timelines requiring more
than one (1) hour of labor from Service Provider. Reasonable Notice will be defined as Service Provider receiving
written notice 24 hours per required hour of labor or one (1) week notice for every eight (8) hour day of required
labor. Failure to provide minimum notice will result in the LEA being charged an expedited hourly rate of $95.00
up to $760.00 per eight-hour day. Tasks that require labor outside of normal business hours including evenings,
weekends, or holidays will be charged an hourly rate of $120.00.
The Service Provider will notify the LEA of failure of the LEA to provide Reasonable Notice. LEA will have the
option of adjusting the timeline or providing written agreement to pay the expedited fee prior to the completion
of requested task.
11) Outline of Services. Service Provider will provide all services outlined within the Outline of Services section found
within this Agreement. The LEA is responsible for reviewing the Outline of Services prior to authorizing this
Agreement. Requested services not included within the Outline of Services must be submitted in writing and are
subject to the hourly rate of $95.00 for task completion unless otherwise included in a separate Agreement to
Provide Services.
12) Merger Clause; No Reliance. This Agreement (including attachments) contains the entire agreement and
understanding among the parties hereto, and supersedes all other agreements and understandings among the
parties, whether oral or written, with respect to the particular engagement covered by this Agreement. There are
no, and neither party is relying on any, representations, warranties, understandings, or agreements, whether oral
or written, other than the express written terms of this Agreement (including attachments).
13) Assignment. This Agreement may not be assigned by either party without the express written consent of the other
party.
14) Modification. This Agreement may not be amended or modified except by a written agreement signed by both
parties.
15) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original,
and all of which shall be deemed to be one and the same instrument, notwithstanding that all signatures may not
appear on the same counterpart.
16) Prior Agreements. This Agreement is intended to cover only the services specified herein and limited to the dates
of service outlined under the Purchasing and Pricing Agreement. This Agreement does not automatically include
or extend prior services unless otherwise specifically stated. This Agreement is a separate and discrete event and
any future services will be covered by a separate agreement to provide additional services.
Agreement to Provide Services
Dickson Educational Services, LLC
5796 E. State Highway 114, #1C
Box 10
Haslet, TX 76052
Terms and Conditions (Part 4)
Form 2023.03.06 Page 4 of 8 Initial:
17) Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State
of Texas, without regard to its conflicts of laws provisions. Upon timely written notice of any dispute arising under
this Agreement, the parties shall have 60 days to attempt to resolve the dispute by negotiation between
representatives who have authority to settle the dispute. The mandatory and exclusive venue for the adjudication
or resolution of any dispute arising out of this Agreement shall be in Fort Worth, Texas.
18) Notices. Any notice given pursuant to this Agreement shall be given in writing and delivered or mailed by Certified
or Registered United States Mail, postage prepaid, to the addresses listed on page one unless otherwise noted
here. All such notices or other communications shall be deemed to have been received:
a. On the date of facsimile transmission and machine confirmed receipt, if sent by facsimile
transmission;
b. On the third business day after being mailed by registered or certified mail;
c. on the next business day after being sent via commercial overnight courier;
d. on the date sent, if sent via electronic mail with receipt of confirmation.
19) Term & Termination. At the end of the initial term of this Agreement, this Agreement shall automatically renew
for an additional 12 months unless either party has given sixty days written notice of termination.
Notwithstanding the forgoing renewal provision, either party may terminate this Agreement if the other party
breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof
and, additionally, Service Provider may terminate this Agreement for non-payment on at least thirty (30) days’
written notice, and, additionally, the LEA may terminate this Agreement due to low enrollment or budget shortfall
on at least thirty (30) days’ written notice.
The LEA shall be responsible for all obligations to make payments to Service Provider for all services and products
provided, and expenses incurred, through the effective date of termination of this Agreement. In the event of
early termination of a multi-year agreement, the LEA agrees to pay the pro-rated price without the Annual
Commitment Discount.
20) Final Invoice. Promptly following the termination of this Agreement, Service Provider will give LEA a final invoice
for any remaining amounts owed under this Agreement, including for services and products provided, and
expenses incurred, by Service Provider through the effective date of termination. LEA shall pay such invoice
subject to the terms of paragraphs 3 and 6 above.
21) Governmental Immunity. Nothing in this Agreement shall be deemed to waive, modify or amend any legal
defense available at law or in equity to either party nor create any legal rights or claim on behalf of any third party.
22) Public Information. This !greement including all documents and all electronic information in either parties’
possession may be subject to the provisions of the Texas Public Information Act.
23) Relationship of Parties. This Agreement does not create and shall not be construed by the parties or any third
person as creating any agency, partnership, joint venture, or employment or special relationship between the
parties. The relationship of the parties shall be solely that of independent contractors.
Agreement to Provide Services
Dickson Educational Services, LLC
5796 E. State Highway 114, #1C
Box 10
Haslet, TX 76052
Terms and Conditions (Part 5)
Form 2023.03.06 Page 5 of 8 Initial:
24) Background Checks. At any time prior to or during the term of this Agreement, all staff, subcontractors, and agents
of Service Provider performing services under this Agreement shall undergo and pass a background check. Such
background investigation may include, but shall not be limited to, criminal conviction information obtained
through fingerprints submitted to the Texas Department of Public Safety.
25) Confidentiality. In regard to the use and transfer of data and information that is subject to State and Federal
confidentiality laws and to ensure that the required confidentiality of personally identifiable information shall
always be maintained, Service Provider agrees to comply with the provisions of FERPA and applicable state law.
For the purposes of the Agreement and the specific projects conducted pursuant to the Agreement and described
in addenda to the Agreement, FERPA includes any amendments or other relevant provisions of federal law, as
well as all requirements of 34 CFR Part 99 and 20 U.S.C. § 1232g. This Agreement may not be construed to allow
either party to maintain, use, disclose, or share student record information in a manner not allowed under Federal
law or regulation or applicable state law or regulation.
Service Provider requires all employees, contractors, and agents of any kind to comply with the Agreement and
all applicable provisions of FERPA and other federal and state laws with respect to the data and information shared
under the Agreement. Service Provider agrees to require and maintain an appropriate confidentiality agreement
from each employee, contractor, or agency with access to data pursuant to the Agreement. Service Provider is
not authorized to share data and information provided under the Agreement and addenda with any other
individual or entity for any purpose other than in connection with the performance of this Agreement.
26) Independence. For Service Provider to maintain the integrity and security of LEA data, correspondence, and
documentation, Service Provider is required to be independent, in both fact and appearance, with respect to your
LEA in the performance of our services. Any discussions that the LEA has with personnel of Service Provider
regarding employment could pose a threat to our independence and betray the trust of those we serve. Therefore,
we request that the LEA inform the Provider prior to any such discussions so that we can implement appropriate
safeguards to maintain our independence. If the LEA is unable to inform the Provider prior to any such discussions,
then the LEA will make reasonable efforts to inform the Provider within three (3) business days of any such
discussions. During and for two years after the termination of this Agreement, LEA agrees not to solicit, directly
or indirectly, any employee or contractor of Service Provider to terminate or materially alter their relationship
with Service Provider. In addition, unless waived by Service Provider, if a Service Provider employee is hired by an
LEA while LEA is under an active agreement or within six months of the termination of an agreement with the
Service Provider, the LEA agrees to pay the Service Provider a search fee equal to 20% of the employee’s base LEA
compensation no later than 90 days from the first day of employment.
27) No Indemnification by District. The parties agree, understand and acknowledge that nothing in any agreement,
addendums, exhibits or other terms or conditions shall impose a duty on the District to Indemnify Dickson
Education al Services, LLC or other third parties. The parties expressly agree that such a duty is prohibited by Texas
law.
Agreement to Provide Services
Dickson Educational Services, LLC
5796 E. State Highway 114, #1C
Box 10
Haslet, TX 76052
Terms and Conditions (Part 6)
Form 2023.03.06 Page 6 of 8 Initial:
28) Limited Liability. Service Provider is not a law firm, does not act as the attorney for the LEA, and is not a substitute
for advice from an attorney. Per Texas Administrative Code §129.21, final coding determinations are the
responsibility of the LEA and its designated Superintendent. Service Provider cannot make final determinations
related to codes or data elements reported for the purpose of accountability and funding. The LEA is ultimately
responsible for providing and maintaining required documentation and following legally required protocols for
document maintenance outlined in the Texas Education Code, the Texas Administrative Code, the Student
Attendance Accounting Handbook, by the Texas State Library and Archives Commission, and other applicable
document maintenance requirements published in the State of Texas. The LEA is responsible for reviewing and
verifying all reports and publications for accuracy in relation to all data elements impacted by this agreement. To
the maximum extent permitted by law, neither party shall be liable for any consequential, special, incidental, or
exemplary damages, or any lost profits or data.
29) HB 89. In compliance with Texas House Bill 89, Service Provider does not boycott Israel and will not boycott Israel
during the term of this agreement.
Agreement to Provide Services
Dickson Educational Services, LLC
5796 E. State Highway 114, #1C
Box 10
Haslet, TX 76052
Form 2020.02.27 Page 1 of 8 Initial:
Outline of Services
PEIMS PLUS+ Partner
• Serve as a trainer, advisor, and technical service provider to the LEA’s acting PEIMS Coordinator.
• Assist the LEA’s acting PEIMS Coordinator in PEIMS related submissions and tasks as outlined within this section.
• District level review and Superintendent Conference of TSDS Summary Reports.
• Technical assistance in PEIMS related student data determination and PEIMS reporting. ††
• Individualized training for your current registrar(s) and data clerk(s).
• Partner with local service center for troubleshooting, data accuracy and compliance. +
• Review TSDS PEIMS errors and provide guidance on error resolution. *
• Secure file transfer and storage of PEIMS related documents.
• TSDS PEIMS and Student Information Report Review for district and all related campuses.
• Review of Fall Collection TSDS Reports.
• Review of Midyear Collection TSDS Reports.
• Review of Extended Year TSDS Reports.
• Review of Summer Collection TSDS Reports.
• Submit files through TSDS PEIMS system: Submission 1, 2, 3, & 4, Class Roster Collection, Residential Facility
Tracker (if applicable), ECDS, and Charter School Waitlist (if applicable). *
• Provide guidance to PEIMS Coordinator in submission error corrections.
• LEA Review and guidance of Economic Disadvantaged Reports.
• LEA Review and guidance of ESL / LEP / Bilingual Reports.
• LEA Review and guidance of Gifted and Talented Reports.
• LEA Review and guidance of Special Education Reports.
• LEA Review of Title I Reports.
• Review of required documentation for student TSDS PEIMS submissions.
+ Communication with the local service center requires that the LEA have a PEIMS contract with the local ESC
* Reference timeline requirements and possible fees outlined within terms
^ SIS troubleshooting is limited to Student PEIMS related issues
†† Onsite training or onsite support is subject to the daily rate plus travel expenses as outlined within terms
Final coding determinations must be made by the contracted LEA including, but not limited to schedule changes, grades,
special program identifiers, and student identity information. Dickson Educational Services, LLC will provide guidance in
legal reporting requirements and identification, but the LEA is ultimately responsible for providing and maintaining
required documentation and following legally required protocol as outlined in the Texas Education Code, Student
Attendance Accounting Handbook, and Texas Administrative Code.
Agreement to Provide Services
Dickson Educational Services, LLC
5796 E. State Highway 114, #1C
Box 10
Haslet, TX 76052
Form 2023.03.06 Page 2 of 8 Initial:
Agreement and Acceptance
This Agreement to Provide Services is valid until the stated expiration date.
Upon acceptance, all pages of the Agreement must be initialed, signed, and returned to Service Provider on or before
the expiration date via mail or email. Alternatively, this Agreement may be executed by DocuSign. If applicable, when
returning the Agreement, please submit a copy of the purchase order.
By signing below, representatives acknowledge that they have authority to act on behalf of the LEA or Service Provider
and agree to the provisions, terms, and conditions outlined within the Agreement.
Name of LEA: WESTLAKE ACADEMY
Signature: Date:
Printed Name: Title:
Service Provider: DICKSON EDUCATIONAL SERVICES
Signature: Date:
Representative: J. GAVIN DICKSON Title: CEO / FOUNDER
Contact Address
Customer Contact Address for Notices Provider Contact Address for Payments and Notices
DICKSON EDUCATIONAL SERVICES, LLC
PO BOX 131
HASLET, TEXAS 76052
BILLING@JGDICKSON.COM
\
Sean Kilbride Mayor/Board of Trustees President
11/6/23
11/14/2023
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