HomeMy WebLinkAboutRes 12-09 WA Approving a Contract with 3rd Learning WESTLAKE ACADEMY
RESOLUTION 12-09
A RESOLUTION OF THE WESTLAKE ACADEMY BOARD OF TRUSTEES
APPROVING A CONTRACT WITH 3rd LEARNING FOR A LICENSE TO DEVELOP
AND UTILIZE A WEB-BASED CURRICULUM MANAGEMENT SYSTEM FOR
WESTLAKE ACADEMY.
WHEREAS, Westlake Academy Staff have been working with representatives of 3`d
Learning, a vendor that has developed a web-based curriculum management system, the purpose
for which is to provide Academy Staff and students with a tool to provide an aligned and resourced
curriculum; and
WHEREAS, Staff has determined that this system with enhance the Academy's ability
to move towards its vision, values, and mission by addressing the Academy's Strategic Plan
Desired Outcomes of"Effective Educators and Staff"and "High Student Achievement"; and
WHEREAS, Staff has negotiated a contract with 3`d Learning for a license for utilization
of this web-based curriculum management system called "IB Learns" and the Westlake
Academy Foundation has funded this contract via a grant; 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 hereinabove 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
contract for a license with Yd Learning for Westlake Academy's use of this web-based
curriculum management system attached to this resolution as Exhibit "A".
SEC'T'ION 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 Board hereby determines that it would have adopted this Resolution without the
invalid provision.
Resolution 12-09
Page 1 of 2
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED BY THE BOARD OF TRUSTEES OF WESTLAKE
ACADEMY, A CHARTER SCHOOL OF THE STATE OF TEXAS, ON THE 7th DAY
OF MAY 2012.
ATTEST: Laura Wheat, President
Kelly dward oard Secretary Thomas E. Bry�Tu erintendent
APPROVE `T' F
L. t o o r y 0,0 rf6lt S. Bert,
School Atto e
Resolution 12-09
Page 2 of 2
3,d Learning
BE A PART OF THE REVOLUTION
WESTLAKE ACADEMY
IBLEARNS LICENSE
AGREEMENT
EFFECTIVE: JUNE 1, 2012
WA Resolution 12-09
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IBLearns: Westlake Academy 5I-EARNING
CONTRACT
30 LEARNING LICENSE AGREEMENT
FOR
IBLearns
A web-based system for International Baccalaureate Schools
This License Agreement (the "Agreement") is effective as of January 1, 2012 ("Effective Date") by and between 3rd
Learning ("3rdL", and/or"Licensor"), a New York corporation, with an address at 678 Main Street, Buffalo, New York 14202
and Westlake Academy ("Westlake", and/or"Licensee'), with an address at 2600 J.T. Ottinger Road, Westlake, Texas.
THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
1. Material Content: IBLearns
A. License. The materials that are the subject of this Agreement shall consist of electronic information published or
otherwise made available by Licensor(hereinafter referred to as the"Licensed Materials") to Licensee. The parties stipulate
that IBLearns is not available from any other source.
B. Product Description. IBLearns is a comprehensive website portal designed for use in International Baccalaureate
Schools ("IB"). All of the following components are seamlessly horizontally and vertically aligned and integrated in the
system - 1B Learning outcomes, Texas Essential Knowledge and Skills("TEKS") Standards, educational resources, Diploma
Program ("DP")syllabi, assessment items, and a suite of tools for teachers. Formal learning activities, such as professional
development workshops, and informal exploration conducted by 3rdL will provide meaningful and significant use of the
system, However, in order to meet the needs of all users, it is critical that 3rdL include essential data and content within the
system that are aligned and pertinent to Westlake educators. 3rdL has reviewed Westlake's computer hardware and
software and confirms that Westlake has all necessary computer components in place to allow IBLearns to operate at an
optimal level, 3rdL represents and warrants that IBLearns is compatible with Westlake's computer system.
C. Deliverables. Specifically, 3rdL shall provide the deliverables in accordance with the product description in Paragraph
I.B. and what is stated in Addendum A.
D. Training and Support. 3rdL shall provide the following training and support for the deliverables throughout the term of
this Agreement.
1. 24-hour service and maintenance of all problems associated with Authorized Users' use of IBLearns,
2. Helpdesk, repair and customer service to Authorized Users of IBLearns, during regular business hours, no less than
10 hours per day, Monday through Friday.
3. All training listed in Addendum A, to be provided at Westlake
4, All system upgrades
5. Support to assist authorized Users in maximizing their beneficial case of IBLearns.
6. User and/or training manuals, if applicable, on the IBLearns systems and available at av times.
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tBLearns: Westlake Academy
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li.fBLearns Components and General Provisions
Licensor will provide the Licensed Materials to Westlake Academy in the following manner:
A. Product."Product"and "Licensed Materials" shall be synonymous and shalt include each and every component specified
herein and in accordance to Addendum A, Project Plan, which Licensor has developed, owns or which Licensor has
acquired the right to license, which consists of a series of instructions or statements in coded form, including machine
language, assembly language, or other machine readable form and any related materials in printed form, provided for use in
connection with specified components.
B. Fees. All fees are outlined in Addendum B, Financials. Pees shall be paid by Westlake based on invoices sent in
accordance with the schedule outlined in Addendum A, and only after work has been completed, Additional services shall
be billed to Westlake on a monthly basis, in accordance with the fees outlined in Addendum B. All payments by Westlake
shall be made in accordance with the Texas Prompt Pay Act, Texas Government Code Chapter 2251. Provided, however,
should the Westlake Board of Trustees, in any fiscal year, due to limited financial resources, fail to appropriate adequate
funds to fully fund the contract obligation herein,Westlake shall give such notice to 3rdL and this Agreement shall terminate
at the end of the last fiscal year for which funding for Westlake's obligations under this Agreement was appropriated. In the'
event of non-appropriation, Westlake shall have no further financial obligation to 3rdL after the conclusion of the fiscal year
in which funding was available, except that even in the event of non-appropriation, Westlake nevertheless shall be obligated
to pay 3rdL all amounts due in a pro rata amount for all services and other deliverables already provided by 3rdL to
Westlake, before 3rdL receives notice of non-appropriation, based on the amounts provided in Addendum A and
Addendum B.
C. Taxes. Westlake is an exempt entity under the tax laws of the State of Texas. Texas Tax Code §151.315, 34 TAC
§3.322, Westlake represents that all products and services under this Agreement are eligible for exemption from the State
Sales Tax. 3rdL will accept a Certificate of Exemption from Westlake, pursuant to Texas Tax Code§151.155.
D. Unauthorized Use, Westlake Academy shall not knowingly permit anyone other than Authorized Users to use the
Product and/or Licensed Materials. All employees, independent contractors, and educational volunteers of Westlake
Academy performing educational services shall be deemed to be Authorized Users,
E. Maintaining Confidentiality of Access Passwords.Where access to the Licensed Materials is to be controlled by use
of passwords, Westlake Academy shall issue log-on identification and passwords to each Authorized User and use
reasonable efforts to ensure that Authorized Users do not divulge their identification and passwords to any third party.
F. Confidential Information. "Confidential Information" means the following: Westlake student record information:
Westlake employee evaluative documentation, security access codes, other information deemed confidential under Texas
law, and any non-public information disclosed by either Party to the other, related to the operations of either Party or a third
party that has been identified as confidentiaE by that party prior to disclosure, Both parties agree not to disclose any such
confidential information, provided, however, that IBLeams recognizes and acknowledges that Westlake must comply with the
Texas Public information Act, Texas Govemment Code Chapter 552, 3rdL recognizes that, in the event of a Public Information
Act request involving IBLearns, Westlake shall have no responsibility to spend its financial resources to protect 3rdL's
confidential records. Father, Westlake shall file the appropriate request for opinion with the Texas Attorney General's office,
shall promptly provide the Public Information Act request to 3rdL, and shall allow 3rdL to submit its own briefing to the Texas
Attorney General's office.
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IBLeams: Westlake Academy
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G. Exclusivity. Because IBLearns is a sole source, Westlake Academy agrees that during the term of this Agreement,
unless terminated earlier pursuant to the Early Termination provision herein, Westlake will not, directly or indirectly, engage
services from any entity or corporation whose products or services are in direct competition with any products or services of
3rd Learning or any of its affiliates.
Ill. Term
This Agreement shall continue in effect for three (3) years, commencing on the Effective Date of June 1, 2012; and
terminating on May 31, 2015.
IV, Renewal
This Agreement shall be renewable at the end of the current term upon the mutual agreement of both parties. For each
renewal, any price increase shall be reasonable, and shall be tied to inflation, with cost-based evidence furnished which
justifies the price increase.
V. Early Termination
Either party, following a sixty (60) day written notice to the other party and an opportunity to cure, may terminate this
Agreement with cause for nonperformance of the obligations herein. Upon termination, no further action is necessary, and
all contractual obligations are excused, including the payment of any further monthly payment, except that even in the event
of termination under this Section, Westlake nevertheless shall be obligated to pay 3rdL all amounts due for all license
periods, and for all services and other deliverables provided by 3rdL to Westlake, before the effective date of such
termination, in the amounts provided in Addendum A and Addendum S. Either party may terminate this Agreement
without cause upon a one year notice, and, at the conclusion of the one year, all contractual obligations shall cease. Notice
shall be provided to the address noted on page 1 of this Agreement,
VI. Indemnities and Insurance
3rdL hereby waives, releases, and agrees to defend, indemnify and hold harmless Westlake Academy from and against any
and all losses, claims, demands, damages, awards, penalties and injuries incurred by the other party, including but not
limited to reasonable attorney's fees, arising out of or in connection with any breach, default or noncompliance with any of
3rdIL's representations, warranties, covenants and other obligations stated in this Agreement. This waiver, release, and
indemnity shall survive termination of this Agreement.
VII.Warranties and Representations
3rdL represents and warrants that the Product and Licensed Materials furnished under this Agreement shall be of good
quality and shall operate as described in 3rdL's promotional material, attached hereto and incorporated herein as
Addendum C. 3rdL warrants that the Product and Licensed Materials shall be fully compatible with Westlake's computer
system, shall be free from defects, and that 3rdL shall repair any defect which becomes evident during operation and use.
The representations and warranties of 3rdL in this Section shall be in complete replacement and substitution of all other
express and implied warranties and guarantees concerning all Products and related deliverables under this Agreement,
including but not limited to warranties of merchantability and fitness for a particular purpose.
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IBLearns: Westlake Academy �� 1-�
r�.
CONTRACT
Vill. Copyright
3rdL warrants and represents that all deliverables, including the Product, Licensed materials and the system and ali
components and support provided under this Agreement can be provided to Westlake without any infringement of any
copyright or other intellectual property interest. 3rdL further represents and warrants that, to the extent components of IB or
C-SCOPE are incorporated into same, 3rdL has a license to do so and to allow Westlake and its Authorized Users to use
same. 3rdL acknowledges that Westlake holds the copyrights on all Westlake employees' work, incorporated into the
Product, and 3rdL agrees to not infringe same, 3rdL agrees to track Westlake employees' contributions to the Product so
that, upon termination of this Agreement, all work for which Westlake holds the copyright can be identified and shall be fully
removed from 3rdL's system. To the extent 3rdL is unable to fully remove said copyrighted materials, 3rdL agrees to fully
compensate Westlake for same.
DC Worker Conduct
3rdL shall be responsible to Westlake for costs and omissions of 3rdL's employees performing work on Westlake's
premises. As part of that responsibility, 3rdL shall enforce the Westlake's alcohol-free, drug-free, tobacco-free, harassment-
free and weapon-free policies and zones, which will require compliance with those policies and zones by 3rdUs employees,
subcontractors, and all other persons carrying out the Agreement. 3rdL shall require all workers, whether 3rdus own forces
or the forces of 3rdL's subcontractors, while on Westlake's property, to refrain from committing any criminal conduct, using
tobacco products, possessing or drinking alcoholic beverages, possessing or using illegal drugs or any controlled
substance, carrying weapons, speaking profane and/or offensive language, or engaging in any inappropriate interactions of
any nature whatsoever with students and employees, including talking, touching, staring or otherwise contributing to a
hostile or offensive environment for Westlake's students and employees, 3rdL shall also require adequate and appropriate
dress and identification of 3rdL's employees, subcontractors, and all other persons carrying out 3rdL's work. 3rdL shall
require all workers, whether 3rdL's own forces or the forces of 3rdL's subcontractors, to wear identification tags on the front
of their persons during all times that they are on Westlake's property. Such identification tags shall contain a current
photograph and the worker's full name in a typeface large enough to be seen from a reasonable distance. 3rdL shall further
ensure that no on-site fraternization shall occur between personnel under 3rdL and 3rdL's employees or subcontractor's
direct or indirect supervision and Westlake's students or employees and the general public. Failure of an individual to
adhere to these standards of conduct shall result in the immediate removal of the offending person from any of Westlake's
property. Repeated removal of 3rdL's forces, or one serious infraction, shall constitute a substantial breach of the
Agreement, justifying the immediate termination by Westlake.
X. Criminal history
3rdL shall obtain all criminal history information required by Texas Education Code Chapter 22 regarding its "covered
employees", as defined below. If 3rdL is required by Chapter 22 to obtain the information from the Fingerprint-based
Applicant Clearinghouse of Texas, then 3rdL will also subscribe to that person's criminal history record information. Before
beginning any Work on the Project, 3rdL will provide written certification to Westlake that 3rdL has complied with the
statutory requirements as of that date. Upon request by Westlake, 3rdL will provide, in writing: updated certifications and
the names and any other requested information regarding covered employees, so that Westlake may obtain criminal history
record information on the covered employees. 3rdL shall assume all expenses associated with obtaining criminal history
record information.
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JfIARNING
IBLearns: Westlake Academy
CONTRACT
3rdL will not assign any "covered employee" with a "disqualifying criminal history" as those terms are defined below, to
work on the Project. If 3rdL receives information that a covered employee has a reported disqualifying criminal history, then
3rdL will immediately remove the covered employee from the Project and notify Westlake in writing within three business
days. If Westlake objects to the assignment of any covered employee on the basis of the covered employee's criminal
history record information, then 3rdL agrees to discontinue using that covered employee to provide services on Westlake's
Project. If 3rdL has taken precautions or imposed conditions to ensure that the employees of 3rdL and any subcontractor
will not become covered employees, 3rdL will ensure that these precautions or conditions continue throughout the time the
contracted services are provided.
For the purposes of this Section, "covered employees" means employees, agents or applicants of NIL who have or will
have continuing duties related to the services to be performed Westlake property and has or will have direct contact with
Westlake's students. Westlake will decide what constitutes direct contact with Westlake's students. "Disqualifying criminal
history" means; any conviction or other criminal history information designated by Westlake; any felony or misdemeanor
conviction that would disqualify a person from obtaining educator certification under Texas Education Code Section 29.060
and 19 Texas Administrative Code §249.16; or one of the following offenses, if at the time of the offense, the victim was
under 18 years of age or enrolled in a public school: a felony offense under Texas Penal Code Title 5 Offenses Against
Persons; an offense for which a defendant is required to register as a sex offender under Texas Code of Criminal Procedure
Chapter 62; or an equivalent offense under federal law or the laws of another state.
Subcontractors or any subcontractor entity, as defined by Texas Education Code §22.0834(p)(2), shall be required by the
terms of their contract with 3rdL or any other contracting entity (as defined in Texas Education Code §22.0834(p)(1)), and
by Texas law, to obtain the required criminal history record information on their employees, agents, or applicants, to give
required certifications to Westlake and the contracting entities, and to obtain required certifications from the subcontracting
entity's subcontractors.
On request of Westlake, 3rdL shall provide all necessary identifying information to allow Westlake to obtain criminal history
record information for covered employees of the 3rdL and all subcontractors. 3rdL shall update this list on Westlake's
request.
XI, Insurance
3rdL shall maintain insurance in effect throughout the term of this Agreement or any extension thereof in sufficient quantities
and amounts to enable 3rdL to satisfy all provisions and agreements in this Agreement,
XII. Use of Westlake Likeness
3rdL represents and warrants that it shall not use Westlake's name, logo, or image, or its employees' statements, images,
or likenesses, without the express prior written consent of Westlake,
Xtll. Entire A reement
This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings
and agreements relating to the subject matter hereof, whether oral or written.
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CONTRACT
XIV. Governing Law
Texas law shall apply to all terms of this Agreement, Exclusive and mandatory venue for any dispute arising under this
Agreement shall be in state district court in Tarrant County, Texas.
XV. Dispute Resolution
Disputes arising under this Agreement shall first be subject to non-binding mediation as a precursor to litigation. Arbitration
shall not be allowed under this Agreement.
XVI. Amendment
No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by
authorized representatives of Licensor and Westlake Academy.
XVIL Successors and Assigns
3rdL and Westlake bind themselves, their successors and assigns to all agreements, representations and warranties in this
Agreement. Neither party shall assign this Agreement without written notice to and prior written consent from the other
party, except that 3rdL may assign this Agreement and all of its rights and obligations hereunder to a third party who
acquires all or substantially all of its business assets upon written notice to Westlake and without the need for any written
consent from Westlake Academy. Any subsequent assignee of 3rdL shall be required by 3rdL to provide assurance to
Westlake Academy that it will comply with all the terms and conditions of this Agreement.
XVIII. Rights and Remedies
Duties and obligations imposed by this Agreement shall be in addition to, and not a limitation on, the duties, obligations,
rights, and remedies otherwise imposed or available by law.
Contract Agreement:
Westlake Academy V Learning
Signature Skjn�
Name(Please Print) Name(Please Print)
Title Title
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1 n 1 2, �
Date Date
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IBLearns: Westlake Academy
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ADDENDUM A
IBLearns:Westlake Academy Portal
3rd LEARNING DELIVERABLES and ASSOCIATED COST
3rd Learning agrees to provide services in accordance with the following components and schedule in order to appropriately
develop and effectively implement the IBLearns web-based system/portal within Westiake Academy, In general, the
implementation will occur in three phases: preparation and development, pilot group use of the system, and school-wide
implementation.
In order to successfully launch and implement the system, 3rdL will work with the identified team from Westlake if other
items need to be addressed and to best meet the needs of all Westlake educators.
Phase 1: Preparation and Development
• Ramp-up meetings,topics include: Implementation Plan, 3fd Party Materials, User Provisioning, and Peer
Review/Quality Review Protocol
• Document review
• System Development
• Data input training
• Data input of relevant Westlake materials
• Professional Development Training of Pilot Group
Phase 2: Pilot Westlake Implementation Team use of site
Phase 3: School-wide implementation
The activities and associated cost below will encompass the initial phases of the system development, implementation and
use.
Primary Fee Due upon
Timeframe Objective Person(s) Completion
Responsible
Larch 2012 1 Westlake Implementation team identified. Weekly meetings with Westlake and
3rdL staff members online scheduled and conducted. 3rd Learning
Determine 3rd Party proprietary materials to be included in the Westlake and
April 2072 Z system (i.e., CSCOP> Materials). 3rd Learning included in line
20
Provide an onsite summary of the system to Implementation
3 Team. 3 Learning No charge
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Primary Fee Due Upon
Timeframe Objective Person(s) Completion
Responsible
Identify Unit Planrers and Units of Inquiry to be put into the
May 2012 4 system. Mathematics and Language will be aligned by end of Westlake
May (Alignment to TEKS and Learning Outcomes ("LO")
included in the templates,)
5 Provide standards crosswalks for TEKS and IB Learning Westlake
Outcomes
Determine User Administration and process Westlake and Included in fine
6 Peer Review- rubric, review team and process 3rd Learning 20
Confirm IB templates Primary Years Program ("PYP")and
7 Westlake
Middle Years Program("MYP°)
8 Identify what school or discipline general documents, if any, Westlake and Included in line
need to be included in the"My School"section of the portal 3rd Learning 20
1 half-day webinar consultation, training, and professional
9 development sessions 3rd Learning No charge
(OoToMeeting)
June 2012 10 Input TEKS into the standards database 3rd Learning Included in lime
12
Resources from 3rdL database available via keyword search.
July 2012 11 These resources can be imbedded as the implementation 3rd Learning Included in lure
grows 20
Full integration of Westlake Academy's current curricular
12 materials, TEKS standards and provided crosswalks into 3rd Learning $18,006
IBLearns
Identify exemplar resources needed for the DP Syllabi and align Westlake with
August 2012 13 to assessment statements (August). 3rd Learning
support
14 Modify content detail pages to match specific MYP & PYP 3rd Learning Included in line
templates (August) 20
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Primary Fee pine Upon
Timeframe Objective Person(s) Completion
Responsible
15 Revised MP Syllabi Misplay inputted (August) 3rd Learning No charge
Westlake Implementation Staff members trained by 3rdL staff
August 2012 16 on Publish Your Best ("PYB") (Resources and Unit 3rd Leaming No charge
Planslinquiry inputted)via webinar
17 1 day on-site consultation,training and professional 3rd Learning
development for Westlake Academy educators $2,220
18 Facilitated feedback and preparation for school implementation 3rd Learning
with pilot group leading the initiative with Westlake
Nelpdosk support live and available for Westlake Academy
19 educators 3rd Learning No charge
Full school subscription, access, adoption and implementation
Sept.2012 20 of the IBLearns system.* 3rd Learning and
Westlake $7,600
*Discounted by 20%
21 1 day on-site consultation, training and professional 31d Learning $2,220
development for Westlake Academy educators
(Sept 2012 Content published to development site via Publish Your Best Westlake with
Jan. 2013) 22 (content management tool). [System seeded with: DIP Syllabi, 3rd Learning
3rd Learning resources, IB resources.] support
Total Cost for 2012 Westlake $30,040
Note: As the Westlake Academy curriculum is being reviewed on a cyclic basis there may be an adjustment in
stated deadlines in the above timeline.
The flexibility within the development process between 31d Learning and Westlake Academy was discussed and
agreement reached in meetings held in initial conversations and at the March 2012 meeting.
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ADDENDUM B
1BLearns:Westlake Academy Portal
ADDITIONAL, FINANCIALS
Additional onsite consultation, training and professional development sessions(includes all
travel expenses)—per day $2,800
Annual renewal subscription price for f,BLearns for years 2 and 3 of agreement. $7,600
Additional Development cost per hour for requests outside of the initial scope $925
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