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HomeMy WebLinkAboutWA Res 26-04 Approving Contract with Charter ImpactCharter Impact Independent Consultant Services Agreement Page 1 CHARTER IMPACT, LLC INDEPENDENT CONSULTANT SERVICES AGREEMENT February 24, 2026 by and between Charter Impact, LLC (, and Westlake Academy Client ), an open-enrollment charter school operated by the Town of Westlake under a charter issued by the Texas Education Agency (collectively, the Parties). ARTICLE 1. DUTIES AND RESPONSIBILITIES Section 1.01. CI, a provider of business management and accounting services, will provide accounting, budgeting, compliance, strategic planning, documentation, deliverables, and other related services necessary to fulfill Client's business management and accounting requirements, as more particularly described in Exhibit A, B and C The Services may only be modified with written approval of both Parties. Section 1.02. Client will provide CI with the compensation and business expense reimbursement specified in Article 3 in accordance with the terms of this Agreement. Section 1.03. CI acknowledges and agrees to be familiar with and operate under the guidelines outlined by the Texas Education Agency as they currently exist or are amended during the term of the Agreement. As outlined in Section 1.01, CI is a provider of business management and accounting services and shall act in accordance with the direction of Board of Trustees and the Client's designee(s). CI shall perform its duties under this Agreement with the utmost care and without any undue delay. ARTICLE 2. TERM OF AGREEMENT Section 2.01. Client will retain CI to perform the services described in Article 1 beginning July 1, 2026, and ending June 30, 2029. CI accepts this engagement. CI will use CI's best efforts to accomplish the goals identified by Client during the term of this Agreement. Client acknowledges that CI may have other confidentiality commitments. Client will not require CI to perform tasks which might reasonably result in CI's breach of any confidentiality commitment. Section 2.02. This Agreement will be renewed automatically for succeeding terms of one year each, unless either party gives notice to the other at least 60 days before the expiration of any term of his or her or its intention not to renew. Charter Impact Independent Consultant Services Agreement Page 2 ARTICLE 3. COMPENSATION AND EXPENSES Section 3.01. Fees. Business Management Services: For services in Exhibit A, the Client will pay CI a fee equal to 2.00% of revenue as calculated based on the total revenue identified with customary true up based on actual annual audit results. Payroll Processing: For services in Exhibit B, the Client will pay CI a fee of $25 per Client employee per month as reported in the TLM module of the UKG platform. Student Data Services: For student data services in Exhibit C, Client will pay CI a fixed fee of $30 per enrolled student, per year. Rush Check Processing (optional): Upon special written request of Client, emergency checks can be processed on a same-day basis in addition to the regular weekly cycle described in Exhibit A, Section 2C. For these rare occasions, an expedited processing fee of $75 per check will be charged in addition to the reimbursement for shipping charges. Other Services: For other services requested by Client outside of the items hourly rates as listed in Exhibit D. Unless prior approval is provided in writing by Client, CI may not invoice Client for any other work performed. One-Time Implementation Fee: A one-time implementation fee of $50,000 will be waived in the interest of building a long-term partnership. Section 3.02. Expenses. In addition to the compensation specified in Section 3.01, CI will be paid for actual reasonable out-of-pocket expenses incurred for work or services requested outside the scope of Services including mileage reimbursement for Client- requested meeting attendance not required in performance of Services. Reimbursement of aggregate monthly expenses are limited to the amount approved by Client before being incurred, unless Client elects to reimburse CI after the fact. Section 3.03. Invoicing. CI will invoice Client on a monthly basis for Business Management, Payroll, and Student Data Services starting July, 2026, and CI will automatically update the amount based on 1/12th pursuant to the percentage based fee in Section 3.01. Other Services and expenses pursuant to sections 3.01 and 3.02 above will be billed monthly based on the actual and approved time and expenses incurred during the preceding month. CI will prepare an invoice for payment from Client. Payment for all services and expenses is due upon presentation of invoices. Charter Impact Independent Consultant Services Agreement Page 3 Section 3.04. Right to Suspend Performance. In the event of default or delay in payment greater than 45 days from the date of the invoice, CI reserves the right to suspend part or all of its performance of duties under this contract until all amounts for undisputed Services and Expenses are paid in full. In the event Client disputes all or any portion of an invoice, Client shall notify CI within 15 days of receipt of the invoice; and initiate the dispute resolution process under Section 15 hereof, but shall pay the undisputed portion of any invoice, pending the outcome of such process. Section 3.05. Late Payments. Payments made after the payment terms are subject to a late payment penalty equal to an annual rate of six percent (6%). Section 3.06. Price Changes. The prices and related charges for the Services are subject to increase upon renewal of this Agreement. Following the initial term of the Agreement, CI reserves the right to pass through increases in costs incurred from third parties, e.g., vendors, subcontractors and licensors, to the extent such services and supplies are identified in Exhibit A, B, C and D, so long as such increases do not exceed 3%. In addition, CI will give Client not less than 60 days prior written notice of any price increases for Services. ARTICLE 4. REPRESENTATIONS AND WARRANTIES Section 4.01. Organization of Client. Client is an open-enrollment charter school operated under a charter issued to the Town of Westlake by the Texas Education Agency under Texas Education Code Chapter 12, Subchapter D. Section 4.02. No Breach. Each party hereto warrants and represents that neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which it is subject, or any provision of its Articles of Incorporation, Bylaws or Charter, nor (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which it is a party or by which it is bound or to which any of its assets is subject. Section 4.03. CI represents and warrants that it has the requisite personnel, equipment, expertise, experience and skill to perform its obligations hereunder and to provide the Services to Client as described herein in a timely and professional manner consistent with industry standards. CI further represents that all representatives assigned to perform work for Client will be properly trained and licensed, if necessary, to perform the Services. ARTICLE 5. DISCLAIMER OF WARRANTIES Section 5.01. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE THAT ARE EXPRESSLY CONTAINED HEREIN. CI DISCLAIMS ALL OTHER Charter Impact Independent Consultant Services Agreement Page 4 REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; THIRD PARTY SOFTWARE OR HARDWARE; OR, RESPONSIBILITY FOR CLIENT DATA. Section 5.02. Initial initial remedy for defective Services is re- existence of such defect after receiving notice of a claimed defect from Client. ARTICLE 6. LIMITATION OF LIABILITY Section 6.01. EVEN IF CI CANNOT OR DOES NOT CURE OR RE-PERFORM ANY $250,000 OR THE LIMITS OF INSURANCE, WHICHEVER IS GREATER. Section 6.02. EXCEPT FOR DAMAGES FLOWING FROM GROSS NEGLIGENCE OR INTENTIONALLY TORTIOUS CONDUCT TO THE CLIENT FOR ANY LOSS OR INJURIES TO EARNINGS, PROFITS OR GOODWILL, OR FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY PERSON OR ENTITY WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO $250,000.00 EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDIES FAIL IN THEIR ESSENTIAL PURPOSE. Client acknowledges that the pricing of the Services and the other terms of this Agreement have been set based on the foregoing sections of this Agreement providing for an agreed allocation of the risk for any defective Services between the parties. Client further acknowledges that the pricing and terms would have been different if there had been a different allocation of the risk. ARTICLE 7. CONFIDENTIAL BUSINESS INFORMATION Section 7.01. CI agrees that all of the business information related specifically to Client developed by or communicated by or to CI in the performance of the services described in this Agreement is of a highly confidential nature, and that, unless the CI has the prior written approval of Client, no use or oral or written disclosure of that information by CI will be made either during or after the term of this Agreement, except that CI may disclose that information to persons or companies who may be designated by Client to work with the CI in connection with the Services. Nothing herein shall be construed as restricting CI in performing the Services, to the extent such performance requires routine disclosure of such information to auditors, regulatory agencies, insurance carriers, and providers, and the Client. With the consent, CI will provide financial references upon request by certification organizations, financial institutions, and potential grantors. Charter Impact Independent Consultant Services Agreement Page 5 Section 7.02. For purposes of this Agreement, and all technical and non-technical information including copyright, trade secret, and proprietary information, inventions, know-how, processes and algorithms, software programs, software source documents. Confidential Information includes, without limitation, financial information, procurement requirements, purchasing information, and plans and personnel information of the parties and students as protected under the Family Educational Rights and Privacy Act (FERPA), and Health Insurance Portability and Accountability Act (HIPAA), and other applicable privacy protection laws. The restriction of Section 7.01 does not apply to information which CI can demonstrate was at the time of the execution of this Agreement: (a) In the public domain or is otherwise considered public information; or (b) Part of CI's prior knowledge; or (c) Learned from a third party without the breach of a confidential relationship with Client. Section 7.03. To ensure effective compliance with the obligations of this Article 7, the Parties agree to enter into the Data Sharing Agreement attached as Exhibit E and incorporated herein by reference. Limitation of liability is governed by this agreement. CI will work to satisfy the MFA and encryption requirements on a best effort basis. ARTICLE 8. OBLIGATIONS OF CLIENT Section 8.01. Authorized Personnel. The Client must identify to CI, in writing, the authorized staff member(s) to work with CI with respect to: general information about the Client, accounts payable, personnel and payroll, attendance records as well as funding compliance and reporting. Section 8.02. Principal Contact. The Client must also identify, in writing to CI, its key or principal contact who is authorized to receive and disclose Confidential Information, receive payroll checks and discuss personnel issues. Section 8.03. Financial Records and Audit. (i)The Client will maintain customary and reasonably correct, complete and accurate books and records of account as required by the United States government, the State of Texas (and any other funding authority). The Client will deliver all supporting documentation in accordance with the monthly close timeline developed by CI. Unless otherwise stated, this deadline will be 5 calendar days following the end of the month. (ii)The Client will obtain a timely annual audit of its books and records from an independent certified public accounting firm and immediately provide Charter Impact Independent Consultant Services Agreement Page 6 CI with a copy of any annual audit and related reports, notes or statements. Client authorizes and instructs its independent accountants to speak and work directly with CI on any matter or issue pertinent to the Services. (iii)Client covenants that it will respond promptly and professionally to any and all questions or investigations from any investigating or funding authority or accountants, including exceptions Section 8.04. Coordination and Cooperation. Each Party and its authorized staff members and principal contacts will work closely and cooperatively with the other Party to facilitate the effective performance and delivery of the Services. The Parties agree to comply with and respond promptly to all reasonable requests for information or documents. Client covenants to assist CI in reconciling outstanding invoices, and to provide CI with copies or originals of vendor invoices and correspondence, as well as other statements and receipts in accordance with the monthly close deadline established by CI. In the case where CI is required to incur additional time researching, obtaining or documenting transactions, re-processing payments or re-classifying expenses outside of the standard processes and procedures and established by CI, CI may charge additional fees based on the standard hourly rates for actual time spent in accordance with Section 3.01 above. Section 8.05. Payroll. Client will provide all necessary and proper data to CI for payroll processing. (i)All original documents as it relates to personnel files or payroll logs will be maintained at the Client site. (ii)Client will use, and purchase if necessary to use, commercially reasonable time clocks for hourly personnel if CI systems are not used. Section 8.06. Attendance Records and Reports. Client must take all necessary and proper steps to provide regular, accurate and timely responses to daily attendance tracking reports. (i)Client is responsible for taking daily attendance records compliant with the Texas Education Code. To the extent necessary, Client agrees to maintain phone logs, tardy logs and other pertinent information related to appropriate attendance tracking. (ii)If applicable, Client is responsible for summarizing daily attendance into 20 day attendance reports to be submitted to CI within 2 business days of the last day in the 20 day period. Charter Impact Independent Consultant Services Agreement Page 7 Section 8.07. Grant and Funding Requirements. Client covenants to use its best efforts to comply with all grant and funding requirements, including record keeping, reporting, management and financial controls and policies and procedures. Client also recognizes of its grants and funding sources including both governmental and non-governmental sources. Section 8.08. Client Policies and Procedures. Client covenants to develop, apply and follow not less than customary and reasonable policies and procedures applicable to: Human Resources, Payroll Administration, Internal Financial Controls, Accounts Payable and other disbursements and competitive bid procedures for vendors. Section 8.09. Notice and Information. Client covenants that it will provide CI with prompt, complete and accurate notice of and information concerning any material errors s books and records about which Client is or becomes aware, as well as with respect to investigations or inquiries into the Client, its activities, operations and reports by any governmental authority related to Services performed by CI. Client will provide CI promptly with copies of every report, including any schedules or exhibits, provided to any governmental agency related to Services performed by CI. Section 8.10. Client acknowledges that employees, consultants and any other personnel have been thoroughly trained and employed at great expense, are of great value and provide CI with a substantial competitive advantage in its business. Client agrees not induce or attempt to induce any employees, consultants or other personnel of CI to breach their agreements with CI. Should Client hire or employ any current employee, consultant or any other personnel of CI within one year of their termination from CI, Client agrees to pay CI a fee equal to 100% of the annual starting salary, payment of which is due upon the acceptance of employment. Section 8.11. Chartering Agency Requirements. Client covenants to use its best efforts to comply with all material requirements, including policies and procedures, of the Texas Education Agency. aware of all restrictions and requirements of the Texas Education Agency for the operation of an open-enrollment charter school. ARTICLE 9. AGENCY Section 9.01. It is understood and agreed that the CI is an independent contractor in respect to CI's relationship to Client, and that CI is not and should not be considered an agent or employee of the Client for any purpose. CI agrees not to represent itself as an agent or employee of the Client at any time. Section 9.02. Nothing in this Agreement will be construed or implied to create a relationship of partners, agency, joint venture partners, or of employer and employee between CI and Client. Charter Impact Independent Consultant Services Agreement Page 8 ARTICLE 10. INDEPENDENT CONTRACTOR STATUS Section 10.01. CI and Client are independent contractors. No representations or assertions shall be made nor actions taken by either party that would create any agency, joint venture, partnership, employment or trust relationship between the parties with respect to the subject matter of this Agreement. Neither party shall have any right to bind the other party, to make any representations or warranties, or to perform any act or thing on behalf of the other party, except as expressly authorized under this Agreement or in writing by the other party in its sole discretion. CI will have full control and discretion as to the ways and means of performing any and all services to be provided under this Agreement. It is understood that in the performance of this Agreement CI is not in any way acting as an employee of Client, and CI will be responsible for all taxes, social security payments, and other similar payments or contributions due as a result of any payments made to CI pursuant to the terms of this Agreement. Section 10.02. As an independent contractor, CI agrees that Client has no obligation to CI under the state or federal laws regarding employee liability, and that Client's total commitment and liability under this arrangement is the performance of its obligations and the . Each party will exercise day-to-day control over and supervision of their respective employees, and all instruction and direction of Client employees shall be the exclusive province of the Client coverage and unemployment insurance on its employees. Except as expressly stated in this Agreement, CI and Client are responsible for any and all taxes on their respective net incomes, and for payment and withholding of all applicable taxes on the income of their respective employees. Section 10.03. CI may subcontract with other individuals and businesses for the Services with advance written notice from CI. CI will be responsible for all payments to, as well as the direction and control of the work to be performed by, its subcontractors, if any. Charter Impact Independent Consultant Services Agreement Page 9 ARTICLE 11. INDEMNIFICATION Section 11.01. Indemnification. Client and CI warrant to indemnify and hold harmless and agents harmless, from and against any and all direct claims, costs, losses, liabilities and expenses for personal injury and omissions under this Agreement, but excluding claims that would not be made but for the gross negligence or willful misconduct of the party seeking indemnification. The Parties agree and acknowledge that any indemnification obligation of Client shall be limited to the extent allowed by applicable state law. ARTICLE 12. INSURANCE Section 12.01. CI agrees to carry customary and reasonable comprehensive insurance coverage throughout the term of the Agreement and naming Client as additional insured under all policies. Specifically, CI shall maintain minimum insurance coverage in the following amounts: Errors & Omissions/Professional Liability - $1,000,000 per occurrence / $2,000,000 aggregate; Cyber Liability- $1,000,000 per occurrence; Commercial General Liability - $1,000,000 per occurrence / $2,000,000 aggregate. In addition, CI must provide Client at least 30 days notice on cancellation or change of insurance. Section 12.02. Client will obtain and maintain customary and reasonable insurance for its facilities and operations, naming CI as additional insured under all policies. ARTICLE 13. ETHICAL CONDUCT; RECORDKEEPING Article 13.01. Client's policy requires ethical conduct in all business activities and practices, including proper recording and reporting of all transactions and compliance with applicable laws. The adequacy and accuracy of CI's billings, supporting documentation, and other information rendered to Client become the basis for Client's further recording and reporting, both internally and externally. CI shall not take any action on Client's behalf that would result in inadequate or inaccurate recording or reporting of assets, liabilities, or any other transaction or that would violate any applicable laws, rules, or regulations. Section 13.02. Integrity and Financial Responsibility. Client will act with integrity and alert the management of CI to any fraudulent or unethical activity related to Client operations as soon as the Client becomes aware, to the extent permitted by law. Client Client acting in a financially prudent manner, including but not limited to timely approval of balanced budgets, maintaining a positive variance to budget throughout the year to the extent feasible and proper submission of supporting documentation for incoming and outgoing payments of any kind. ARTICLE 14. TERMINATION Charter Impact Independent Consultant Services Agreement Page 10 Section 14.01. During the term of the Agreement, Client may terminate the Agreement without cause, by providing thirty (30) days written notice to CI. Upon termination in accordance with this Section 14.01, CI shall be due the compensation earned prorated up to the effective date of termination, reimbursement for approved costs, and reimbursement of the One-Time Implementation Fee otherwise waived in accordance with Section 3.01. Any overpayment shall be refunded to the Client. CI and Client mutually agree that payment of the One-Time Implementation Fee in the event of termination by Client in accordance with Section 14.01 constitutes reasonable and sufficient liquidated damages. If either party defaults in the performance of this Agreement or materially breaches any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination will take effect if either Party breaches any of its material obligations under this Agreement in any respect, which breach is not remedied within forty-five (45) days following written notice to such breaching Party. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: (a) Client's failure to pay CI any undisputed compensation due within 30 days after written demand for payment or invoicing. (b) CI's failure to complete the services specified in Article 1. (c) Either Party's material breach of any representation or agreement contained in this Agreement. Section 14.02. In the event that Client is unable to pay its debts when they become due, declares bankruptcy or insolvency, or makes an assignment for the benefit of its creditors, CI may terminate this Agreement upon written notice to Client. Section 14.03. Effect of Termination; Survival. Expiration or termination of this Agreement will not relieve either party from its obligations arising hereunder prior to such expiration or termination. Rights and obligations which by their nature continue or should survive will remain in effect after termination or expiration of this Agreement. In the event of termination prior to the expiration of the Term, CI shall only be entitled to receive just and equitable compensation for any Services rendered up to and through the termination date. Upon termination of this Agreement and completion of the transition assistance period described in Section 14.04, or whenever requested by the Parties, each party shall immediately deliver to the other party all property and records, as these terms are defined under Texas law, in its possession or under its care and control belonging to the other party. Furthermore,-enrollment Charter Impact Independent Consultant Services Agreement Page 11 for all purposes under Texas law as established under Tex. Ed. Code § 12.1052(b). Accordingly, CI shall, and agrees to, return to Client and not retain any original record i program and services, organization, staff, and students. To this end, CI shall, and agrees to, comply with the records management requirements set forth under 19 TAC § which may or may not be outside Texas, but shall ensure the records remain accessible from with in the state of Texas during normal business hours. Section 14.04. Upon the termination of the Agreement, CI will provide up to 90 days of transition assistance beginning on the effective termination date, at no additional charge, to ensure business continuity, including transferring all data in agreed upon useable formats, assisting with the transition to a successor service (either in-house or through another vendor) and completing any in-progress reporting cycles. Section 14.05. Nonappropriation. Client may terminate this Agreement if funds sufficient to pay obligations herein are not appropriated by the Texas legislature or if in any fiscal year following the fiscal year in which this Agreement is executed. In the event of non-appropriation, CI will be provided ten (10) days written notice of intent to terminate. Moreover, Client may terminate the Agreement if the Services provided under this Agreement are to be paid for in whole or in part by federal funds and such funds are not made available or are withdrawn due to failure to follow appropriate procurement and/or cost provisions as set forth in the U.S. Department of Education's General Administrative Regulations ("EDGAR"). Upon termination in accordance with this Section 14.05, CI shall be due the compensation earned prorated up to the effective date of termination, reimbursement for approved costs, and reimbursement of the One-Time Implementation Fee otherwise waived in accordance with Section 3.01. Any overpayment shall be refunded to the Client. CI and Client mutually agree that payment of the One-Time Implementation Fee in the event of termination by Client in accordance with Section 14.05 constitutes reasonable and sufficient liquidated damages. ARTICLE 15. DISPUTE RESOLUTION Section 15.01. In the event any controversy or claim, whether based on contract, tort, strict liability, fraud, misrepresentation, or any other legal theory, arises out of either , prior to filing suit, the Parities agree to first attempt to resolve the dispute as follows. If the Dispute cannot be settled by good faith negotiation between the Chief Executive Officers of the parties which must take place within thirty days of receipt by one party of a claim of a Dispute CI and Client will submit the Dispute to non-binding mediation in Tarrant County. Any mediation commenced pursuant to this Agreement will be conducted by a mutually agreed upon mediator and CI and Client mediation. CI and Client will each be responsible for 50% of the mediation fee, if any. Charter Impact Independent Consultant Services Agreement Page 12 ARTICLE 16. GENERAL PROVISIONS Section 16.01. Any notices to be given under the Agreement by either party to the other will be in writing and may be transmitted by personal delivery or by e-mail, mail, registered or certified, postage prepaid with return receipt requested. Mailed notices will be addressed to the parties at their known place of business, but each party may change that address by written notice in accordance with this section. Notices delivered personally will be deemed communicated as of the date of actual receipt; mailed notices will be deemed communicated as of three (3) days after the date of mailing. Section 16.02. This instrument contains the entire Agreement of the parties with respect to the subject matter hereof and there are no other promised representations or warranties affecting it. This Agreement supersedes any and all other agreements, either oral or in writing, between CI and Client with respect to the engagement of CI by Client and contains all of the covenants and agreements between the parties with respect to that engagement in any manner whatsoever. Each party to this Agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party that are not embodied in the Agreement, and that no other agreement, statement, or promise not contained in this Agreement will be valid or binding on either party. Section 16.03. Any modification of this Agreement will be effective only if it is in writing and signed by both Parties. Section 16.04. The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other party will not be deemed a waiver of that term, covenant, or condition, nor will any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. Section 16.05. If any provision in this Agreement is held by a court of competent jurisdiction to be unreasonable, invalid, void, or unenforceable, then this Agreement will be deemed amended to provide for the modification of the unreasonable, invalid, void, or unenforceable provision to the extent that the court finds reasonable, and the remaining provisions of this Agreement will continue in full force without being impaired or invalidated in any way. Section 16.06. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas. Section 16.07. Force Majeure. Neither Party shall be in breach of this Agreement to the extent that any delay or default in performance is due to causes beyond the reasonable control of the delayed or defaulting Party; provided, that the delayed or defaulting Party shall immediately notify the other Party of the event, an estimate of the duration of the Charter Impact Independent Consultant Services Agreement Page 13 default. Section 16.08. Successors and Assigns. Neither this Agreement nor any of its rights or privileges shall be sold, assigned, transferred, shared, or encumbered, by operation of law or otherwise, without the prior written consent of the affected (non-assigning) party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Section 16.09. Publicity. Client agrees to act as a reference for CI with respect to the Client in marketing materials, including the start and termination of the Agreement, with prior written consent. Section 16.10. Corporate Power and Authorization. The parties hereto have full corporate power and authority to execute and deliver this Agreement and to perform their obligations hereunder. The execution, delivery and performance of this Agreement by each party has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by each party and constitutes the valid and legally binding obligation of Client and CI enforceable in accordance with its terms and conditions. Section 16.11. Ineligibility for Nonpayment of Child Support: Pursuant to Texas Family Code § 231.006(d), regarding child support, CI certifies that CI is not ineligible to receive the compensation specified in this Agreement and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate. Under Section 231.006, Texas Family Code, the vendor or applicant certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate. A business entity is ineligible if a child support obligor who is more than thirty (30) days delinquent in paying child support is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty-five percent (25%). Section 16.12. Felony Criminal Convictions. CI represents and warrants that CI has not and CI criminal offense, or that, if such a conviction has occurred, CI has fully advised Client as to the facts and circumstances surrounding the conviction. Failure to give notice could result in the termination of this Agreement for cause. Section 16.13. Equal Treatment of All Persons. Consistent with Article I, Section 3a of the Texas Constitution, the Fourteenth Amendment to the United States Constitution, federal and State law, and Executive Order No. GA-55, CI represents and warrants that: (a) All conduct under this Agreement shall be administered and performed in a neutral manner without regard to race of persons; Charter Impact Independent Consultant Services Agreement Page 14 (b) CI shall not, in the specific performance of this Agreement, elevate one individual person over another, or advantage any one person over another, due to race; (c) CI shall not, in the specific performance of this Agreement, employ practices or engage in any advancement of the programs known as diversity, equity and inclusion, critical race theory, affirmative action, or other similar, divisive agendas; (d) CI specific performance of this Agreement shall be selected and employed solely on merit and the ability to perform; and (e) CI shall ensure that any subcontractors participating in the specific performance of this Agreement represent and warrant to the provisions of this Paragraph. Section 16.14. Entities that Boycott Israel. CI represents and warrants that: (a) it does not, and shall not for the duration of the Agreement, boycott Israel or (b) the verification required by Section 2271.002 of the Texas Government Code does not apply to the Agreement. If circumstances relevant to this provision change during the course of the Agreement, CI shall promptly notify Client. Section 16.15. Energy Company Boycotts: CI represents and warrants that: (a) it does not, and will not for the duration of the Agreement, boycott energy companies or (b) the verification required by Section 2276.002 of the Texas Government Code does not apply to the Agreement. If circumstances relevant to this provision change during the course of the Agreement, CI shall promptly notify Client. Section 16.16. Firearm Entities and Trade Associations Discrimination: CI verifies that: (1) it does not, and will not for the duration of the Agreement, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the Agreement. If circumstances relevant to this provision change during the course of the Agreement, CI shall promptly notify ESC Client. Section 16.17 Companies Engaged in Business with Iran, Sudan, or a Foreign Terrorist Organization. In accordance with Texas Government Code, Chapter 2252, Subchapter F, Client is prohibited from entering into a contract with a company that is identified on a list prepared and maintained by the Texas Comptroller or the State Pension Review Board under Texas Government Code Sections 806.051, 807.051, or 2252.153. By execution of this Agreement, CI certifies to Client that it is not a listed company under any of those Texas Government Code provisions. CI hereby voluntarily and knowingly acknowledges and agrees that this Agreement shall be null and void should facts arise leading Client to believe that CI was a listed company at the time of this Agreement. [signature page to follow] Charter Impact Independent Consultant Services Agreement Page 15 Accepted and Agreed, as of the Effective Date first written above: WESTLAKE ACADEMY Signed: __________________________ Name: ___________________________ Title: ____________________________ CHARTER IMPACT, LLC By _________________________ Adam Kaeli, co-CEO Charter Impact Independent Consultant Services Agreement Page i EXHIBIT A SCOPE OF WORK: BUSINESS MANAGEMENT SERVICES 1.IMPLEMENTATION AND TRAINING a. reporting needs (both internal and external) b.Import historical data to the extent possible (typically monthly balances as far back as data is available) to allow for maximum comparability of financial information c.Review existing contracts for terms, requirements and school responsibilities d.Create, refine or replace existing processes and procedures to increase efficiency and improve the strength of internal controls e.Provide training in specific processes and procedures including to school site staff including: accounts payable, accounts receivable/deposits, petty cash accounts, student stores, payroll, etc. 2.ACCOUNTS PAYABLE PROCESSING a.Review all invoices sent to Charter Impact for proper approval and coding i. Any discrepancies will be reported to the Client within three business days of CI becoming aware of the discrepancy. CI is not responsible for communicating any information to Client vendors. The fees described in Section 3.01 are based upon Client cooperation and compliance with CI processes and procedures. Time incurred to process payments outside of the pre-established timeline is subject to additional fees as described in Section 8.04 above. b.Enter invoices for each reporting entity, process check payments, and send checks directly to vendors to reduce turn-around time c.Provide weekly check registers, accounts payable aging reports, vendor payment history or other ad hoc reports on a recurring or as needed basis d.On an emergency basis, same day payments can be processed in addition to the weekly cycle (*additional processing fees apply). e.Complete 1099s for all independent contractors. i. Form W-9 for all vendors. Client acknowledges that CI is not responsible for processing of Form 1099 for any vendor for which CI has not received a Form W-9 or for any vendor that has not been paid 3.ACCOUNTS RECEIVABLE PROCESSING a.Monitor the receipt of State approved funding amounts and verify balances paid are correct b.Work directly with governmental agencies to resolve any issues or discrepancies identified c.Review all donor letters and grant agreements for proper coding and revenue recognition in accordance with GAAP Charter Impact Independent Consultant Services Agreement Page ii d.Maintain independent records, as necessary, for both public and private sources to ensure accurate reporting and compliance 4.BANK RECONCILIATION AND GENERAL LEDGER MAINTENANCE a.Reconcile all bank accounts on a weekly basis for a heightened level of security and monitoring b.Maintain general ledger in accordance with GAAP on an ongoing basis, ensuring all revenues and expenses are recorded and reported accurately c.Maintain an inventory of fixed assets over the school-designated capitalization threshold and calculate depreciation on a monthly basis 5.CASH MANAGEMENT a.On a weekly basis, use reconciled bank balance to project daily cash balances for 30 days (for analysis of cash for any period of time over 30 days, the monthly forecast will be utilized) b.On a weekly basis, provide schools with amount of cash available for accounts payable or other discretionary spending while ensuring sufficient funds for regularly recurring transactions such as payroll, taxes, rent, insurance, etc. c.Plan and manage payment of outstanding debt as needed d.Prepare all financial reporting necessary for renewal of loans or lines of credit e.Monitor compliance with all debt covenants as a part of the ongoing budgeting and forecasting process f.Analyze future cash flow and determine whether schools need to make adjustments to spending or seek other funding options. 6.MONTHLY FINANCIAL REPORTING a.Provide a monthly reporting package by the 20th day of the following month, assuming all necessary data is received from the school site on a timely basis, to ensure management has the necessary information to make sound business decisions b.Create financial reporting package based on customized business segments. This includes budgets and forecasts as well. c.Offer a menu of report options for the monthly financial reports including, but not limited to: i. Monthly summary by financial section with bulleted highlights for presentation purposes ii. Monthly Cash Flow Forecast and comparison to approved budget iii. Budget vs. Actual Report (both current month and year-to-date) iv. Schedule of Revenue and Expenses by Period v. Comparative Statement of Financial Position vi. Combining/Consolidating Statements of Activities and Financial Position vii. Statement of Cash Flows (both current month and year-to-date) viii. Accounts Payable/Receivable Aging ix. Check Register(s) x. General Ledger Detail Charter Impact Independent Consultant Services Agreement Page iii xi. Other customized reports as requested by the school, executive team or board d.On a monthly basis, review and present the financial package with the school staff to assess the current fiscal condition of the school e.Provide access to the accounting database via a VPN connection allowing school staff to run reports and see real-time data as it exists in the system 7.COMPLIANCE AND GRANT REPORTING a.Assist the school with grant applications including the development of grant- specific budgets as well as school long-term projections b.In the event that new funding programs become available, funding program elements and pricing will be revised if the Client wishes CI to pursue such funding. These applications will be subject to the timelines and conditions of the funding programs and will be the primary responsibility of the Client. c.Track all restricted revenues (both public and private) to ensure compliance with governmental and donor-required restrictions d.Provide financial information and reporting to governmental entities, donors, and other supporting organizations for grant compliance e.Prepare actual, audited financial data and staff records for submission via Texas Student Data System Public Education Information Management System conformance with TEDS. f.Maintain electronic and physical records for all data TSDS PEIMS submissions and source information, including any revisions of original data. g.Ensure that all data submissions conform with the Ed-Fi standards and are submitted via transactional, near-real-time, automated loads using an Application Programming Interface in accordance with TEDS. h.Consult with Client to facilitate TSDS PEIMS reporting. 8.CHARTER AUTHORIZER SUPPORT a.Support the school with all financial and business communications with the charter authorizer. This includes, but is not limited to: i. Prepare regular financial reporting (budget and interims) ii. Provide ad hoc financial documents and reports as requested b.Partner with school leaders to meet with authorizer staff to discuss fiscal health and outlook of the school c.Assist in the renewal process by preparing and/or reviewing fiscal narratives, preparing the required forecasts and cash flow projections, and calculating the funding formulas with assumptions. 9.ANNUAL BUDGET CREATION AND REVISIONS a.Work with school staff on an annual basis to create a 5-year budget and cash flow projection on an annual basis to ensure proper future planning b.Provide a monthly budget and cash flow report to monitor the cash balance and protect against the gap caused by revenue and expenditure seasonality Charter Impact Independent Consultant Services Agreement Page iv c.Revise the annual forecasts on an as-needed basis (but at least monthly) to provide school staff and board members with accurate year-end projections and the information necessary in a constantly changing environment 10.AUDIT PREPARATION AND OVERSIGHT WITH AUTHORIZERS a.Maintain electronic records of all transaction support b.Work directly with the independent auditors to provide information, thereby reducing client time commitment and audit fees c.Participate in, and support all oversight reviews from charter authorizers and governmental agencies to improve outcomes 11.TAX PREPARATION AND SUPPORT a.Prepare and electronically submit Form 1096 (summary of all 1099 forms) to the IRS for all required vendors and service providers b.Prepare and report sales and use tax returns c.Provide any and all information necessary for the preparation and submission of Form 990. Payroll tax reporting is included in the payroll processing Exhibit B below. 12.STRATEGIC PLANNING a.Work with school management to develop long-term strategies to ensure the b.Provide second opinions and act as sounding board for school management on business and financial matters Charter Impact Independent Consultant Services Agreement Page v EXHIBIT B SCOPE OF WORK: PAYROLL SERVICES 1.TIME AND ATTENDANCE a. Create customized time and attendance rules through a variety of options: i. Time entry ii. Mobile and/or online time punches iii. Physical time clocks (equipment charge applies) iv. Electronic sick, vacation, and PTO requests b. Accurately track and calculate requirements for Texas labor law (e.g. meal break penalties) c. Establish employee & manager self-service online portal for easy access to edit and track demographics, pay (e.g., stipend), certification, and other changes d. Pre-program holiday and vacation breaks e. Provide leave management support f. Utilize single database to house Time and HR systems Track and report sick, vacation, and PTO balances 2.PAYROLL PROCESSING a. Provide support and assistance with the creation of internal processes and procedures, forms, and tracking systems b. Provide minimum wage guidance and support for compliance with state labor laws c. Assist in the development of a payroll schedule that is compliant with state labor laws and consistent with employee contracts d. Research staff with retirement authorities to ensure proper membership is established based on retirement regulations e. Ensure proper forms are provided to staff when applicable f. Complete the new hire setup and existing staff setup in the payroll system g. Create and assign employee earning, deduction, and benefit codes to be in compliance with retirement and tax regulations h. Ensure all timesheets within the payroll system have been approved by managers for processing i. Assist with paid time off audits and make corrections in the payroll system j. Assist with Benefit audits to ensure correct medical deductions are being taken k. Assist with Verification of Employment paperwork l. Process payroll, and supplemental payroll runs as needed for: (1) Involuntary terminations (2) Voluntary termination without notice (3) Scheduled bonuses/stipends (4) Additional unscheduled/emergency payroll runs m. Oversee garnishments are handled and paid by the payroll system n. Ensure that all other retirement deductions such as 403b, 457, 401a, etc. are processed and submitted to the third-party administrator in compliance with state and federal laws Charter Impact Independent Consultant Services Agreement Page vi o. Review payroll taxes processed and paid by the payroll system p. Review quarterly tax returns for all agencies i. Federal 941 ii. Applicable state forms q. Oversee year end W-2 and W-3 process r. Provide payroll processing reports as needed s. Assist with general payroll related questions t. Work with the payroll provider to setup the coding to track expenses related to restricted grants, compliance requirements, multiple school sites, etc. u. Work directly with the payroll provider to create a payroll journal entry to record detailed payroll expenses 3.RETIREMENT REPORTING a. Process and submit monthly retirement authority reports to the third-party administrator or directly to retirement authority. b. Submit payment via ACH or live check within the timeframe as requested c. Work directly with the state/county offices and retirement authority related to questions and required supplemental reporting such as: i. F496 files to SEW (if applicable) ii. Newly elected or mandatory qualified members into the retirement authority websites iii. Ensuring the proper forms are completed and distributed such as the Permissive Election ES350 form iv. Entering corrections from payroll to retirement authority and sending corrections to payroll as needed d. Provide ongoing updates to Client administrative staff regarding: i. Processes and procedures related to retirement programs ii. Changes to eligibility and classification iii. Compensation limits iv. Rate changes e. Monitor and manage retirement authority audits *Additional support for audit findings or historical corrections prior to current fiscal year would be billed separately on an hourly basis. f. Manage internal retirement audits, corrections, and reconciliations Charter Impact Independent Consultant Services Agreement Page vii EXHIBIT C SCOPE OF WORK: STUDENT DATA SERVICES Charter Impact will deliver relevant scope of work aligned with the guidelines set forth by TSDS (Texas Student Data System). State and Federal Required Reporting a. Maintain regular (weekly, bi-weekly, or monthly) enrollment synchronization with state student data systems. b. Prepare, reconcile, and submit required attendance and membership data to local, district, and state agencies as required. c. Provide reports of updates and actions needed, including student ID requests, potential SIS errors, data discrepancies, and anomalies. d. Submit required statewide student data in accordance with state collection timelines. e. Hold initial meetings and final review calls with school teams for each key data collection window. f. Notify the school-level Special Education Contact of SPED errors impacting statewide submissions (note that Charter Impact does not interact directly with SPED systems). g. Provide Civil Rights Data Collection (CRDC) Support (upon request) h. Support additional student data compliance submissions or revisions (upon request). STUDENT INFORMATION SYSTEM (SIS) SUPPORT a. Conduct trainings for various school staff as needed, including: i. Enrollment/membership functions such as student demographic data entry, student programs maintenance, parent/emergency contact data entry, course information, and student enrollment management. ii. Attendance functions such as setup and procedures for entering attendance, running reports, and other compliance related features. iii. SIS-related guidance including data and reports, student scheduling, transcript management, historical grades management, and graduation progress. iv. Beginning and End-of-Year rollover support, including: b. Importing student records, demographic, and program data c. Creating years, terms, bell schedules, and calendars d. Configuring attendance, enrollment, and special codes e. Reviewing school calendars to ensure alignment with state reporting requirements f. Confirming that the SIS environment is aligned to the calendar and bell schedules. DATA AND ANALYSIS a. Generate descriptive analyses (upon request) for: Charter Impact Independent Consultant Services Agreement Page viii i. Statewide accountability data, including statewide testing, graduation rates, English Learner Progress, attendance, and discipline data. ii. Grade distribution reports iii. Benchmark data analysis b. Perform ongoing data validation to find and flag missing or incorrect data for correction purposes. Charter Impact Independent Consultant Services Agreement Page ix EXHIBIT D HOURLY RATES Level Rate Clerk $100.00 Staff $150.00 Senior/Manager $200.00 Executive/Director $250.00