Request for Proposals (RFP) P17-050 Talent Mapping Tool Date

Event

March 14,2017

Advertise/Issue Date

March 22,2017

Due Date for Questions by 2:00 pm

March 27,2017

Questions and Answers posted on our website

April 4,2017

RFP opening / due date at 2:00 pm CST

April 4,2017 – April 19, 2017

Evaluation of Proposals

June 19,2017

AISD Board Meeting for review/approval



Questions must be submitted via e-mail to the contact person listed below. In the e-mail subject line, type: Questions P17-050 Talent Mapping Tool



Q & A and Addenda will be posted on our website: http://www.austinisd.org/contractandprocurement/advertised-bids-rfps



Your proposal must be delivered in a sealed envelope or carton and received by the opening time and date listed. Submit one (1) hard copy proposal marked “original” three (3) marked “copy”, as well as three (3) on a flash drive



FAX, e-mail or other electronic proposals will not be accepted.



Proposals must be plainly marked with the RFP Number and Title above.

Deliver Sealed Proposals to: Austin ISD Contract & Procurement Services 1111 West 6th Street Building A, Suite 330 Austin, TX 78703

Contact: Mason Crenshaw Sr. Procurement Specialist Phone: 512-414-2123 Fax: 512-480-0924 [email protected]

Request for Proposals P17-050, Talent Mapping Tool

I. INTRODUCTION The Austin Independent School District (herein after referred to as “AISD” or the “District”) is seeking proposals from firms qualified and experienced in providing a talent mapping tool to identify prospective candidates for existing or future administrator positions. Attracting, retaining, and engaging the right talent is of utmost importance to school districts around the country. Austin ISD is a large, urban district in central Texas with a vision of reinventing the urban school experience. By aligning a rigorous selection process with clear expectations for what it takes to be an effective leader, the District is building a pool of new leadership talent with the skills to be successful from day one. The District needs strong and effective instructional leaders, but also resultsoriented individuals who drive student learning and achievement. Submit inquiries via email to the contact person listed on the cover page by the deadline specified. In the subject line of the email, type “Questions” and the solicitation number: “Questions, P17-050, Talent Mapping Tool” Questions received by this deadline and corresponding answers will be included in an Addendum and posted to our website at: http://www.austinisd.org/contractandprocurement/advertised-bids-rfps II. TERM The agreement(s) resulting from this solicitation will be in effect for an initial term of one (1) year from the date of award by the Board of Trustees, or such date established by the agreement. The parties by mutual consent may renew the agreement for up to four (4) additional one (1) year periods. In addition, the District reserves the right to extend the contract for an additional sixty (60) days beyond the final expiration date if necessary, to ensure no lapse in service.

III. SCOPE OF SERVICE AND PERFORMANCE REQUIREMENTS This Request for Proposal (RFP) is for a Talent Mapping Tool capable of managing talent electronically and providing succession planning. This leadership tracking tool should be able to maintain both internal and external talent as well as sort and filter using different criteria. Additionally, the tool should be able to house essential and applicable data to match candidates’ skills with the needs of our schools. The tool should be able to produce multiple formats of documents, spreadsheets and graphical representations of the data. All formats should be printable. Bidders should be prepared to give interactive demonstrations from the live site, the following critical functionality:  Visual mapping o Interactive map of district with schools’ geographic location and Austin ISD boundary zones

Request for Proposals P17-050, Talent Mapping Tool

o School information displayed with each school geographic location to include:  Campus  Title I status  Academic programs  Special programming  TEA accountability ratings and reports  Staff, parent and student surveys  Graduation / Dropout rates  Vertical team  Student absenteeism rate  Students  Enrollment  Demographic information by: o Ethnicity o SES  Staff  Current administration  Number of teachers / staff  Turnover rates  Talent Information o Leadership / Candidate Profiles  Name  Picture  Education and Degrees  Certifications  Employment history within Austin ISD  Employment history outside of Austin ISD  Current position  Current location  Specialized skills (e.g. Bilingual)  Professional Development history  PDF attachments  Cover Sheet  Resume  Competency readiness  Austin ISD Leadership Programs attended  Previous administrative interviews  Campus Vacancy Details o Monitor vacancies o Special circumstances or considerations o Campus principal profiles from community meetings o Identify potential candidates to meet profiles utilizing multiple identifiers  Technical Requirement:

Request for Proposals P17-050, Talent Mapping Tool

Self-contained; SAAS Model (Software as a Service); easy to maneuver; external/internal access; must interact and integrate with other applications such as AppliTrack, HireVue, Infor Products, and Performance Matters.

It is a critical component that candidate searches can be done utilizing multiple indicators. System must be able to rate and rank utilizing different descriptors. Any prospective proposer will be responsible for having qualified personnel and computerized systems capable of assisting.  Timeline: Work will begin July 2017. The product must be available for use by December 2017.  Implementation: Must complete within AISD timeline and work with serval departments including Information Systems to properly implement, test and verify functionality prior to handoff.  Support: Vendor will provide training for central office staff prior to implementation. Vendor will provide support after implementation as necessary.  References: The proposer must provide references and proof of the provider’s ability to satisfactorily serve a large urban school district. IV. PROPOSAL FORMAT A.

Preface The Vendor shall provide an Executive Summary of two (2) pages or less, which gives in brief, concise terms, a summation of the proposal. Please include business name, address, point of contact and contact information.

B.

Proposal The vendor’s proposal itself shall be organized in the following format and informational sequence: Section I – Summary of Experience This section shall contain the full name and address of the Vendor submitting the proposal and a brief summary of the Vendor’s corporate experience and individual experience for personnel who will provide this product or service. Section II - Scope of Service

Request for Proposals P17-050, Talent Mapping Tool

A description of services and capabilities as outlined in the Scope of Service and Performance Requirements sections of this RFP, in the order shown. Clearly state any exceptions taken to the specifications of this RFP, or any conditions of the proposal. Section III - Financial Proposal This section shall contain a straightforward, concise delineation of the Vendor’s fees to satisfy the requirements of this RFP. It is the vendor’s responsibility to specify all costs (i.e. administrative fees, processing fees, etc.) associated with providing the products or services required herein. Section IV – References References are to be from government agencies and/or firms, which are substantially serviced by the vendor (references most similar to Austin ISD should be provided). Each reference must contain the reference’s name, address, telephone number, and point of contact (including email address). A list of at least four (4) references from current customers must be provided.

C.

Required Forms Vendor shall execute the following required forms (located at the end of this solicitation, and return the signed original with the proposal:       

Offer Certification Notification of Criminal History of Vendor Debarment, Suspension and Ineligibility Certification CTPA Adoption Clause Interlocal Cooperative Agreement Clause W-9 (not provided) Strategic Partner Profile

OPTIONAL FORM FOR SOFTWARE PRODUCTS: 

Software Vendor Certification Form

Request for Proposals P17-050, Talent Mapping Tool

V. COMPETITIVE SELECTION / EVALUATION A.

This is a NEGOTIATED procurement and as such, award will not necessarily be made to the offeror submitting the lowest priced proposal. Award will be made to the firm submitting the best responsive proposal satisfying AISD’s requirements, price and other factors considered.

B.

AISD will evaluate each Vendor’s proposal in accordance to the Texas Education Purchasing Code 44.031. All proposals will be evaluated in Phase 1, and a subset will be invited to move on to Phase 2.

Phase 1 The adequacy and completeness of the plan offered addressing the Scope of Service; impact on the District to comply with historically underutilized business related laws. Quality of items as well as their ability to meet specifications and sustainability requirements and preferences. The demonstrated ability of the vendor to provide services; the vendor’s past relationship with the District.

50 Percent

Proposed Plan & Products

30 Percent

Vendor's Capabilities

20 Percent

Financial Proposal

Purchase price including long-term cost to the District to acquire the goods or services.

20 Percent

Phase 1 Total

The Proposed Plan, Vendor’s Capabilities, Proposed Products, Financial Proposal

15 Percent

References

The reputation of the vendor and of the vendor’s goods and services.

40 Percent

Presentation

The extent to which the goods or services meet the District’s needs.

25 Percent

Best and Final Offer

Purchase price including long-term cost to the District to acquire the goods or services.

Phase 2

The committee evaluating the proposals submitted in response to this RFP may require any or all vendors to clarify or elaborate on their proposal as well as to provide a demonstration. Upon completion of oral presentations or discussions, vendors may be requested to revise any or all portions of their proposals.

Policy and Instructions Policy Procurement of goods and services shall be made by the method that provides the best value for the District. This competitive solicitation is either an Invitation for Bids (IFB) or a Request for Proposals (RFP) advertised under Texas Education Code 44.031 and Austin Independent School District policies: CAA, CH, CHE, CHF, CHG, CHH,

Fiscal Management- Financial Ethics Purchasing and Acquisition; Purchasing and Acquisition- Vendor Relations; Purchasing and Acquisition- Payment Procedures; Purchasing and Acquisition- Real Property and Improvements; and Purchasing and Acquisition- Financing Personal Property Purchases.

Individuals or entities considering whether to submit a bid or proposal are encouraged to review the entirety of these policies before submitting a bid or proposal. All can be accessed on the District’s web site www.austinisd.org in the Quicklinks box under Policy. Selected portions are re-stated here for emphasis. Ethics “All Trustees, employees, vendors, contractors, consultants, volunteers, and any other parties who are involved in the District’s financial transactions shall act with integrity and diligence in duties involving the District’s fiscal resources.” Policy CAA (Local) Contacting Board Members “Vendors shall not contact Board members individually for the purpose of soliciting a purchase or contract between the time a request for proposal or a bid is formally released and a recommendation is made by the administration to the Board. If a vendor violates this prohibition during this time frame, consideration of the vendor for award shall be invalidated. Board members shall be notified of possible violations and actions taken.” Policy CHE (Local) Opening Bids “Bids may be opened only by the Board at a public meeting or by an officer or employee of the District at or in an office of the District. A bid that has been opened may not be changed for the purpose of correcting an error in the bid price.” Local Gov’t Code 271.026 “The Board shall have the right to reject any and all bids.” Local Gov’t Code 271.027(a) Bid openings and the receipt of proposals will be held at the offices of: Austin ISD Contract and Procurement Services 1111 West 6th Street, Suite A330 Austin, Texas 78703 Bids and proposals are due no later than 2:00 PM on the date indicated in the IFB or RFP.

1111 West 6th Street • Suite A330 • Austin, Texas 78703-5338

“The public and all bidders shall be invited to attend the bid opening. Any bid may be withdrawn prior to the scheduled time for opening. Bids received after the specified time shall not be considered.” Policy CH (Local) “Proposals received after the specified time shall not be considered. Proposals shall be opened at the time specified, and the public and all proposers shall be invited to attend the proposal opening. Proposals may be withdrawn prior to the scheduled time of opening. Changes in the content of a proposal, and in prices, may be negotiated after proposals are opened.” Policy CH (Local) Factors “In awarding a contract, the District shall consider: 1. Purchase price. 2. The reputation of the vendor and of the vendor’s goods and services. 3. The quality of the vendor’s goods or services. 4. The extent to which the goods or services meet the District’s needs. 5. The vendor’s past relationship with the District. 6. The impact on the ability of the District to comply with laws relating to historically underutilized businesses. 7. The total long-term cost to the District to acquire the goods or services. 8. For a contract that is not for goods and services related to telecommunications and information services, building construction and maintenance, or instructional materials, whether the vendor or the vendor’s ultimate parent company or majority owner has its principal place of business in this state or employs at least 500 persons in this state. 9. Any other relevant factor specifically listed in the request for bids or proposals. Education Code 44.031(b) Recycled Products “The District shall give preference in purchasing to products made of recycled materials if the products meet applicable specifications as to quantity and quality.” Policy CH (Legal) Agricultural Products “If the cost and quality are equal, the District shall give preference in purchasing to agricultural products, including textiles and other similar products that are produced, processed, or grown in Texas.” Policy CH (Legal) Vegetation for Landscaping “If cost is equal and the quality is not inferior, the District shall give preference to Texas vegetation when it purchases vegetation for landscaping purposes.” Policy CH (Legal)

1111 West 6th Street • Suite A330 • Austin, Texas 78703-5338

Instructions 1. Read the entire contents of the solicitation and respond with a complete and accurate bid or proposal (offer). Failure to do so may be grounds for disqualification of your offer. All supplemental information required by the IFB or RFP must be included. 2. A copy of the Standard Services Agreement or Master Purchase Agreement is included for information purposes only. In the event of an award decision under this solicitation, both parties will negotiate an agreement for execution. The District has prepared the referenced agreement boilerplates to expedite the process. Please review all provisions and identify any exceptions or suggested additions to the agreement in your proposal. 3. State the manufacturer, trade and/or brand name and model that the bidder commits to provide for each item. The use of brand and manufacturer's name in the solicitation is for the purpose of brevity in establishing type and quality of merchandise and is not restrictive. Illustrations and complete product specifications shall be included with the offer if bidding other than specified. 4. Complete the Conflict of Interest Questionnaire (Form CIQ), as prepared by the Texas Ethics Commission, in compliance with Chapter 176 of the Texas Local Government Code submitted on-line at: http://archive.austinisd.org/inside/hb914/ciqform.phtml 5. Bidders may make written inquiries concerning this solicitation to obtain clarification of the requirements. Inquiries shall be submitted no later than the time and date specified on the cover page. Questions received by this deadline and corresponding answers will be included in an Addendum and posted to our website at: http://www.austinisd.org/contractandprocurement/advertised-bids-rfps Submit inquiries via email to the contact person listed on the cover page. In the subject line of the email, type: “Questions, IFB # or RFP # and Title of IFB or RFP”.

1111 West 6th Street • Suite A330 • Austin, Texas 78703-5338

Required Forms Bidders shall execute the following forms and return the signed original with their proposal. Bid Certification Bidder certifies that they have not offered any pecuniary benefit or thing of value to gain advantage or influence a decision in this matter. Notification of Criminal History of Contractor A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony Debarment, Suspension and Ineligibility Certification Contractors receiving individual awards of $25,000 or more and all sub-recipients must certify that their organization and its principals are not suspended or debarred by a federal agency. W-9 Form W-9 is the IRS form used by Austin ISD to request your taxpayer identification number. You may get a blank Form W-9 to fill out if you or your business is hired to provide goods or services. Filling out a W-9 is straightforward. Just provide your name and Social Security Number, or the name and Employer Identification Number of your business. By submitting a W-9, you are certifying that the tax id number you are providing is correct and accurate. http://www.irs.gov/pub/irs-pdf/fw9.pdf Central Texas Purchasing Alliance (CTPA) Adoption Clause CTPA is a local purchasing cooperative with member public school districts. If authorized by the vendor or service provider, contracts and supply agreements resulting from this solicitation will be available to member districts. Participation is not mandatory and will not be a factor considered in the evaluation of proposals; however, the form does need to completed and submitted with your proposal. Interlocal Cooperative Agreement Clause Similar to the CTPA adoption clause, if authorized by the vendor or service provider, contracts and supply agreements resulting from this solicitation will be available to local government organizations. Participation is not mandatory and will not be a factor considered in the evaluation of proposals; however, the form does need to completed and submitted with your proposal. _____________________________________________________________________________________ OPTIONAL FOR SOFTWARE PRODUCTS: Software Vendor Certification Form

Austin ISD Contract & Procurement Services

BID CERTIFICATION The undersigned Bidder (Contractor), by signing and executing this bid, certifies and represents to the Austin Independent School District that Bidder has not offered, conferred or agreed to confer any pecuniary benefit, as defined by § 1.07(a)(6) of the Texas Penal Code, or any other thing of value, as consideration for the receipt of information or any special treatment or advantage relating to this bid; the Bidder also certifies and represents that Bidder has not offered, conferred or agreed to confer any pecuniary benefit or other things of value as consideration for the recipient's decision, opinion, recommendation, vote or other exercise of discretion concerning this bid; the Bidder certifies and represents that Bidder has neither coerced nor attempted to influence the exercise of discretion by any officer, trustee, agent or employee of the Austin Independent School District concerning this bid on the basis of any consideration not authorized by law; the Bidder also certifies and represents that Bidder has not received any information not available to other bidders so as to give the undersigned a preferential advantage with respect to this bid; the Bidder further certifies and represents that Bidder has not violated any state, federal or local law, regulation or ordinance relating to bribery, improper influence, collusion or the like and that Bidder will not in the future, offer, confer, or agree to confer any pecuniary benefit or other thing of value to any officer, trustee, agent or employee of the Austin Independent School District in return for the person having exercised the person's official discretion, power or duty with respect to this bid; the Bidder certifies and represents that it has not now and will not in the future offer, confer, or agree to confer a pecuniary benefit or other thing of value to any officer, trustee, agent or employee of the Austin Independent School District in connection with information regarding this bid, the submission of this bid, the award of this bid or the performance, delivery or sale pursuant to this bid.

FIRM NAME

PHONE _________________________________ EMAIL_______________________________________

ADDRESS_____________________________________________________________________________

CITY________________________________ STATE________________ ZIP ______________________

SIGNED BY

TITLE

PRINTED NAME

DATE

Austin ISD Contract & Procurement Services

NOTIFICATION OF CRIMINAL HISTORY OF CONTRACTOR Statutory citation is found in the Texas Education Code §44.034.

Subsection (a): A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony. Subsection (b): A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract. Subsection (c): This section does not apply to a publicly held corporation. I, the undersigned officer or agent for the contractor named below, certify that the information concerning notification of criminal history of contractor has been reviewed by me and the following information furnished is true and correct to the best of my knowledge. VENDOR’S NAME: AUTHORIZED COMPANY OFFICIAL’S NAME:

Check only one of the following: My firm is a publicly-held corporation; therefore, this reporting requirement is not applicable. My firm IS NOT owned nor operated by anyone who has been convicted of a felony. My firm IS owned or operated by the following individual(s) who has/have been convicted of a felony. Name of Felon(s): (attach additional sheet if necessary)

Details of Conviction(s): (attach additional sheet if necessary)

Signature of Company Official:

Austin ISD Contract & Procurement Services

DEBARMENT, SUSPENSION AND INELIGIBILITY CERTIFICATION Statutory citation is found in the U.S. Office of Management and Budget Circular A-102, 2 CFR 11 Part 215, and Federal Acquisition Regulation Subpart 9.4

Federal agencies, state agencies, and local governments, including the Austin Independent School District, shall solicit offers from, award contracts to, and consent to subcontracts with responsible contractors only. OMB Circular A-102, Grants and Cooperative Agreements with State and Local Governments, Section 1 (d), requires that Austin ISD shall not award a contract to a contractor, or consent to a subcontract with a contractor, that is debarred, suspended, proposed for debarment, or otherwise declared ineligible. “Contractor” means any individual or other legal entity that – (1) Directly or indirectly submits offers for or is awarded a Federal Government or Austin ISD contract or a subcontract under a Federal Government or Austin ISD contract; or (2) Conducts business, or reasonably may be expected to conduct business, with the Federal Government or Austin ISD. A contract award with an amount expected to equal or exceed $25,000 and certain other contract awards shall not be made to contractors that are listed on the Federal Government Excluded Parties List. Ref: 2 CFR 11 Part 215 Contractors submitting a bid or proposal in an amount expected to equal or exceed $25,000 shall certify that neither their organization nor principal officers and agents nor subcontractors are debarred, suspended, proposed for debarment, or otherwise declared ineligible by a Federal agency. I, the undersigned officer or agent for the contractor named below, certify that neither this organization nor principal officers and agents nor subcontractors are debarred, suspended, proposed for debarment, or otherwise declared ineligible by a Federal agency. VENDOR’S NAME: Authorized Officer or Agent: Printed name of company official signing above: Date Signed:

Austin ISD Contract & Procurement Services

Central Texas Purchasing Alliance (CTPA) Adoption Clause Statutory citation is found in the Interlocal Cooperation Act, Texas Government Code §791.

The Central Texas Purchasing Alliance (CTPA) is an organization formed by interlocal agreements and between independent school districts (members) in Texas for the purpose of engaging the districts to share purchasing opportunities for goods and services. All member contracts, regardless of whether formed as a result of CTPA activity or interaction, shall be directly between the member and the contractor providing goods and services to the member. The CTPA, in and of itself, shall not have the authority to make purchases of goods and services. A.

B.

If authorized by the Vendor, resultant contract(s) may be adopted by the member districts of the CTPA as indicated below. Members may purchase goods and/or services in accordance with contract pricing and purchasing terms established by the Contract Lead District. A list of members that may utilize the Vendor’s contract is listed on the CTPA website, www.txctpa.org/memberlist

C.

D. E.

F.

Any member wishing to utilize such contract(s), will contact the Vendor to verify that the contract is available to them and will place its own order(s) directly with the successful Vendor The Successful Vendor may contact the member districts to inform them about the contract award. There shall be no obligation on the part of any participating district to utilize the contract(s). A negative reply by the Vendor will not adversely affect consideration of the Vendor’s Solicitation response. Each participating district has the option of executing a separate contract with the successful Vendor, which may contain general terms and conditions unique to that contracting district. If, when preparing such contract, the general terms and conditions of a district are unacceptable to the successful Vendor, the successful Vendor may withdraw its extension of their offer to that district. The Contract Lead District shall not be held liable for any costs or damages incurred by another district as a result of any award extended to that district by the Successful Vendor.

BY SIGNATURE BELOW, THE VENDOR HEREBY AUTHORIZES THE MEMBER AS INDICATED BELOW TO ADOPT ANY CONTRACT RESULTING FROM THE VENDOR’S RESPONSE TO THIS SOLICITATION. YES NO YES, with the exception of the following districts:

Vendor Name: Printed Name of Authorized Company Official: Signature of Company Official: Date:

Austin ISD Contract & Procurement Services

INTERLOCAL COOPERATIVE AGREEMENT CLAUSE Pursuant to the Texas Education Code 44.031 (a) (5), the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code and Chapter 271 of the Texas Local Government Code, government entities, i.e. state agencies, local governments and school districts, are authorized to enter into cooperative/interlocal agreements to allow the procurement process to be performed by a single entity on behalf of all those electing to participate. Any of the above entities may be granted the privilege of joining the awarded contract at the option of the successful Proposer only. If authorized by the Proposer, the government entities would be eligible, but not obligated, to purchase goods and/or services in accordance with the terms, conditions, specifications, and pricing established under the contract(s) awarded to the Austin Independent School District as a result of this solicitation. In the event the successful Proposer allows another government entity to join the Austin Independent School District contract, it is expressly understood that Austin Independent School District shall in no way be liable for the obligations of the joining government entity. All purchases by a government entity other than Austin Independent School District will be billed directly to that government entity and paid by that government entity. Austin Independent School District will not be responsible for another governmental entity’s debts. Each government entity will order its own material/service as needed. Several government entities around the Austin Independent School District may have an interest in being included in a contract resulting from this solicitation. Should these government entities decide to participate in this contract, would you (the Proposer) agree that all terms, conditions, specifications, and pricing would apply? Yes

No

FIRM NAME

AUTHORIZED OFFICER OR AGENT

PRINTED NAME

TITLE

DATE SIGNED: _______________________________________________________________

Austin ISD Contract & Procurement Services

Austin Independent School District Strategic Partner Profile

Business Information Legal Business Name: Tax ID Number: Other Names the Business Uses (DBA, Subsidiaries): County where you are registered: What is your commodity How does your business support public education: Legal Status to do Business in Texas Ownership: Registered with the State Comptroller of Public Accounts: Registered with the Secretary of State:

Historically Underutilized Business (HUB) Status (if applicable, attach certification) Certification with whom: Disadvantaged Business Enterprise (DBE) Certification: Minority Owned: Woman Owned: Physical and Mailing Addresses Corporate Headquarters:

Austin ISD Contract & Procurement Services

Page 1 of 2

Offices Located in Texas: Address to send IFB (Invitation for Bid) and RFP (Request for Proposal) Address to Mail PO’s

Contact Information Sales Contact Name Sales Contact Phone Number Sales Office Email Headquarters Phone Number Email Address to send PO’s to Fax Number to send PO’s to Website

Miscellaneous DUNS Number Do you accept American Express P-Card (credit card)

___

Cooperative Purchasing Alliances and State Contracts (include commencement and expiration dates of contract)

Austin ISD Contract & Procurement Services

Page 2 of 2

Software title: ________________________________________ Vendor name: ________________________________________

Software Vendor Certification Form

1. Is the software browser based? If yes, please list which browsers and versions are compatible.

Yes

No

2. Does a client need to be installed on a (local) device? If yes, what type of device can run your software without limitations? (List system requirements)

Yes

No

4. Does any other software need to be installed on a (local) device, including plug-ins? If yes, please list the software and version needed.

Yes

No

5. Are there any browser add-ins or software that need to be installed? If yes, please list additional installations required.

Yes

No

6. Is your product Software as a Service (SaaS)? If yes: Does User Authentication support 128-bit encryption

Yes

No

3. Which devices are supported? ___ iPad ___ Android tablet

___ Chromebook

___ Apple OS device

___ Windows device

Yes

No

Does website use SSL authentication

Yes

No

Does website support access by role (example would be student log in and teacher login)

Yes

No

Does website support SAML

Yes

No

7. Is there additional content used by your application that needs to be accessed from other domains (i.e. youtube, vimeo, etc.)? If yes, then please list all domains where content is located.

Yes

No

8. Does your product require an AISD server to host the software? If yes, then please list hardware and software specifications for the AISD server.

Yes

No

9. Does your product use Flash or Java? Please specify.

Flash

Java

10. Are there any features in addition to those available on OS, incorporated into this software for people with disabilities? Yes If yes, please list and explain.

No

I hereby certify that the responses in this form are accurate. Signature of Company Official:__________________________________________________________________

Date signed: ___________________

Printed name of company official signing above: ____________________________________________________________________________________ AISD Sponsor: ____________________________________________________ Phone: _____________________________________

Department: ____________________________________________

Email: _______________________________________________________________________

Austin ISD - Technology Standards and Compliance [email protected]

Rev. 9/23/14

Solicitation #: ______________ Solicitation Name:___________________

Master Technology Agreement between Austin Independent School District and This Agreement is entered into on the day all parties fully execute the agreement by and between AUSTIN INDEPENDENT SCHOOL DISTRICT, a Texas school DISTRICT (together with its Affiliates, “DISTRICT”), and ___________________________ “CONTRACTOR”, "Licensor" or “Supplier”, (together with its Affiliate). The parties hereto agree as follows: This Master Technology Agreement consists of the signature page and the following documents: Exhibits: Terms and Conditions Exhibit I: Exhibit II: Exhibit III: Exhibit IV: parties)

License Agreement Professional Services Agreement Statement of Work Baseline Plan (once approved by both

Exhibit V: Maintenance and Support Exhibit VI: Compensations Schedule Exhibit VII: Project Change Request (PCR) Exhibit VIII: Definitions

GENERAL PROVISIONS: 1. DELIVERABLES: This agreement is to provide goods and related services as detailed in the solicitation in a prompt, timely and professional manner. This includes Statement of Work (SOW), Baseline Plans and any approved Project Change Requests (PCR). Quantities shown are the DISTRICT’S best estimate of its requirements for the agreement term, but should not be construed as guaranteeing a minimum purchase quantity or establishing a ceiling. The CONTRACTOR agrees services will not begin and payments will not be made by the DISTRICT until the agreement is fully executed. Without limitation, CONTRACTOR will provide the Deliverables in accordance with the deadlines. Per District policy, contracted services provided by District employees or their immediate family members are prohibited without prior approval from the Superintendent or designee. 2. TERM OF AGREEMENT: The term of this agreement shall be ( ) years upon full execution and continue in force for so long as any Exhibit to this Master Technology Agreement remains in effect or until terminated in accordance with its term. 3. RENEWAL OPTIONS: Provided that the agreement is still in effect, the District shall have the option to renew the term of agreement for ( ) additional oneyear periods commencing at the expiration of the term Page 1 of 22

as defined in Provision 2 and upon the same terms and provisions set forth herein. Renewal options shall be made by amendment to this agreement, in writing and signed by authorized representatives of the Contractor and District. 4. TERMINATION OF AGREEMENT: The DISTRICT may terminate this agreement when it is established that the CONTRACTOR is failing or has failed to comply with the terms of this agreement. CONTRACTOR shall have completed all work covered by this agreement and this agreement shall terminate unless extended by written mutual agreement of the DISTRICT and the CONTRACTOR at the time final service is completed. This agreement may be terminated by the DISTRICT if for any reason the CONTRACTOR shall fail to fulfill in a timely and proper manner the obligations under this agreement, in which event the DISTRICT may terminate the agreement by giving written notice of such termination and the effective date of the termination. In the event of termination prior to completion of the agreement, the CONTRACTOR shall be entitled to receive just and equitable compensation for any satisfactory work completed to the date of termination. The DISTRICT may also terminate this agreement at any time without cause by the furnishing of a thirty (30) day written MTA Rev. 1, June 18, 2014

notice from an authorized DISTRICT representative to the CONTRACTOR, but the CONTRACTOR will be paid an amount which bears the same ratio to the total compensation as the services actually performed to the total services of this agreement, less any compensation previously paid. 5. INCORPORATION BY REFERENCE: All Invitation for Bids (IFBs), Request for Proposals (RFPs) and Request for Quotations (RFQs) associated with this agreement hereunder shall be incorporated by reference. All supplemental exhibits and addendums shall be made part of this Master Technology Agreement. 6. ENTIRE AGREEMENT AND AMENDMENT: This agreement constitutes the entire agreement of the parties hereto and it may not be changed, altered, amended, modified or rescinded except by written agreement signed by the parties to this agreement. 7. INTERPRETATION OF PAROLE EVIDENCE: This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this agreement. Acceptance or acquiescence in a course of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Texas Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. The parties jointly negotiated the contract and the parties who wrote any provision of the agreement should not suffer any adverse presumptions as a result of the fact.

8. DELEGATION OR ASSIGNMENT: Contractor retains the right to delegate or assign these duties to another individual within his or her employ, but such assignment may only occur after first receiving advance written approval from the District. 9. CHANGE CONTROL: If either party desires any changes to be made to an SOW or the Baseline Plan, the proposed changes shall be managed through the Project Managers of each party. A Project Control Request (PCR) form is attached as Exhibit VII. (i) If DISTRICT requests a change, then DISTRICT shall deliver to Supplier’s Project Manager a written request, describing the requested change and the rationale for the change. Supplier will then develop and deliver to DISTRICT, within 10 days of receiving the request, a proposed Project Change Request Page 2 of 22

(“PCR”) that sets forth in detail the scope of the proposed change, the proposed delivery date, the proposed DISTRICT testing period, the effect on other deadlines, the costs to deliver the products and services described in the PCR, and any other anticipated effect on other parts of the overall project. Before sign-off by both parties, the finalized delivery date and the testing period will be added to the PCR: (ii) If Supplier proposes a change, then Supplier will develop and deliver to DISTRICT a proposed PCR with the same information. Upon receipt of a PCR, the parties will work together to reach an agreement as to the scope and other terms of the PCR. However, DISTRICT may, in its sole discretion, decline to consider any PCR that requires payment of any additional money or significant time of DISTRICT staff. A PCR shall be effective and shall be an amendment to this Master Technology Agreement only when signed by an authorized representative of each party. 10. FORCE MAJEURE: Neither party shall be liable for any delay or failure in performance due to acts of nature, labor disputes, changes in law, riots, war, fire, epidemics, disruption of utility services or other similar occurrences that are beyond its reasonable control. However, in order to avail itself of such excuse, the party must act diligently to remedy the cause of and to mitigate the impact of the delay or failure. 11. DISPUTE RESOLUTION: In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. 12. SEVERABILITY: If any provision of this Master Technology Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, the invalid, illegal or unenforceable provision shall be severed from the remainder of this Master Technology Agreement, and the remainder of this Master Technology Agreement shall be enforced, except as modified to the minimum extent necessary to render the provision valid and enforceable. 13. LIQUIDATED DAMAGES: Certain provisions in this Agreement provide for payment of a specific sum of money for failure to meet deadlines. These required payments are liquidated damages and not penalties, and are provided because actual damages would be uncertain and difficult to ascertain. The amounts MTA Rev. 1, June 18, 2014

agreed upon for failure to meet deadlines are the parties' best estimate of the damages that would be incurred if the applicable deadline is not met. 14. WAIVER: No claim or right arising out of a breach of this agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 15. COMPENSATION: The DISTRICT agrees to compensate the CONTRACTOR for Deliverables related to the performance of this agreement based upon work actually performed not to exceed the total amount detailed in the Compensation Schedule included in Exhibit VI, incorporated by reference into this agreement. Payment will be made according to the DISTRICT Comptroller’s Accounts Payable schedule. Unless a prompt payment discount with a payment term of at least 10 days is offered and accepted by the DISTRICT, payment terms shall be Net 30 days from date of acceptance or receipt of a properly prepared and submitted invoice, whichever is later. There is no minimum guarantee of service and thus there is no minimum guarantee of payment to any singular company. The CONTRACTOR shall not receive reimbursement for any travel, meals and lodging related to services rendered in fulfilling the obligation of this agreement

any manner to and does not create the relationship of principal and agent between the parties, nor shall this Master Technology Agreement be deemed to establish a partnership or joint venture. Neither party shall have the power, express or implied, to obligate or bind the other in any manner whatsoever.

19. HOLD HARMLESS / INSURANCE REQUIREMENTS: It is agreed that the CONTRACTOR is an independent CONTRACTOR and shall be solely responsible for payment of employees and shall provide, if required, workers' compensation and public liability insurance to protect the CONTRACTOR from liability for injuries or damages to employees and shall further be solely responsible for the withholding and/or payment of any taxes or contributions imposed by any federal, state or local governmental entity by the reason of employment. CONTRACTOR will submit a copy of their insurance Accord with minimum requirements as referenced in the solicitation. The insurance accord must reference DISTRICT as an insured party. The CONTRACTOR agrees to hold the DISTRICT harmless from any and all liability that the DISTRICT may incur, including without limitation, damages of every kind and nature, out-of-pocket costs and legal expenses, incurred by reason of the CONTRACTOR’s negligence or breach of this agreement.

The DISTRICT’S obligation is payable only and solely from funds available for the purpose of the purchase. Any purchase order resulting from this solicitation is contingent upon the continued availability of appropriations and is subject to cancellation, without penalty, either in whole or in part, if funds are not appropriated by the DISTRICT Board of Trustees or otherwise not made available to the DISTRICT. Lack of funds shall render this agreement null and void to the extent funds are not available. Any delivered but unpaid for goods will be returned to CONTRACTOR.

20. INDEMNIFICATION: (a.) CONTRACTOR shall protect and indemnify DISTRICT from and against all claims, damages, judgments and losses arising from infringement or alleged infringement of any Intellectual Property Rights arising by or out of: (i) the use of the Deliverables in accordance with the terms of this Master Technology Agreement; (ii) the use by CONTRACTOR of any item; or (iii) the use by DISTRICT, at the direction or with the approval of CONTRACTOR, of any item. Upon becoming aware of a suit or threat of suit for infringement, DISTRICT shall promptly notify CONTRACTOR. However, DISTRICT’S failure to provide prompt notice will not excuse CONTRACTOR from its indemnification obligations except to the extent that CONTRACTOR was materially prejudiced by such failure. If litigation arises alleging infringement by DISTRICT, DISTRICT shall cooperate reasonably with CONTRACTOR, at CONTRACTOR’s expense, to defend the litigation. In addition, DISTRICT shall be entitled, in connection with any litigation, to be represented by its own counsel, at its own expense (unless a conflict of interest between CONTRACTOR and DISTRICT exists, in which case, CONTRACTOR will pay the cost of separate counsel for DISTRICT).

18. INDEPENDENT CONTRACTOR, NO AUTHORITY: This Master Technology Agreement is not intended in

(b)To the fullest extent permitted by applicable law, CONTRACTOR and its officers, directors, agents,

16. TAXES: Do not include federal excise, state or city sales tax. The DISTRICT shall furnish tax exemption certificate, if requested. 17. INVOICES: The CONTRACTOR shall submit separate invoices on each purchase order after each delivery. Invoices shall indicate the purchase order number and shall be itemized. Mail invoices to: DISTRICT, ATTN: th Accounts Payable, 1111 West 6 Ste. A370, Austin, Texas 78703-5300. Payment shall not be due until the above instruments are submitted after delivery and made as per the DISTRICT’S Comptrollers Payment schedule.

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MTA Rev. 1, June 18, 2014

partners, employees, and consultants (collectively, the “Indemnitors”) shall indemnify, protect, defend with counsel approved by DISTRICT, and hold harmless DISTRICT, members of its Board of Trustees, representatives, and their respective officers, directors, board members, partners, employees, and agents (collectively, “Indemnitees”) from and against all claims, damages, losses, liens, causes of action, suits, judgments and expenses, including attorneys’ compensations, of any nature, kind, or description of any person or entity, arising out of, caused by, or resulting from the installation and use of the Deliverables pursuant to this Master Technology Agreement, or the breach of a representation or warranty contained in this Master Technology Agreement, even if it is caused in part by the negligence or omission of any Indemnitees, so long as it is not caused by the sole negligence or willful misconduct of any Indemnitee. The provisions of this Section shall not be construed to eliminate or reduce any other indemnification or right that DISTRICT or any Indemnitee has by law or otherwise. 21. GOVERNING LAW, VENUE: The Texas Uniform Commercial Code shall govern this agreement. Wherever the term “Uniform Commercial Code” is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the state of Texas as effective and in force on the date of this agreement and both parties agree that venue for any litigation arising from this agreement shall lie in Austin, Travis County, Texas. CONTRACTOR agrees to abide by all local ordinances, state and federal laws in the provision of its services, activities or programs to the DISTRICT, including but not limited to, the Americans with Disabilities Act, 42 USC §12111, et seq., 29 CFR §1630, et seq.; Section 504 of the 1973 Rehabilitation Act, 34 CFR §104.1, et seq.; the Family Educational Rights and Privacy Act, 20 USC §1232g, et. seq., 34 CFR §99.1, et seq.; Title IX of the Education Amendments of 1972, 20 USC §1681 et seq., 34 CFR §106.1 et seq. and any applicable federal, state, local and private grant requirements. 22. CONTRACTOR TO PACKAGE GOODS: The CONTRACTOR will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently packed as follows: (i) the CONTRACTOR’s name and address; (ii) the consignee’s name, address and purchase order or purchase release number and the supply agreement number if applicable; (iii) the container number and total number of containers, e.g. box 1 of 4 boxes; and (iv) the number of the container bearing the packing slip. The CONTRACTOR shall bear cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to Page 4 of 22

conform to requirements of common carriers and any applicable specifications. The DISTRICT’S count or weight shall be final and conclusive on shipments not accompanied by packing lists. 23. SHIPMENT UNDER RESERVATION PROHIBITED: The CONTRACTOR is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. 24. TITLE, RISK OF LOSS and RIGHT OF INSPECTION: The terms of this agreement are no arrival, no sale. The title and risk of loss of the goods shall not pass to the DISTRICT until the DISTRICT actually receives, accepts and takes possession of the goods. The DISTRICT shall have the right to inspect the goods at delivery before accepting them. 25. DELIVERY TERMS AND TRANSPORTATION CHARGES: F. O. B. destination freight prepaid for inside delivery unless terms are specified otherwise in solicitation. The DISTRICT shall have the right to designate what method of transportation shall be used to ship the goods. 26. PLACE OF DELIVERY: The place of delivery shall be that set forth on the purchase order. Any change thereto shall be effected by modification as provided for in Provision 5, “ENTIRE AGREEMENT AND AMENDMENT” hereof. 27. NO PLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of goods must fully comply with all provisions of this agreement as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and the CONTRACTOR shall not have the right to substitute a conforming tender provided, where the time for performance has not yet expired, the CONTRACTOR may reasonably notify the DISTRICT of his intention to cure and may then make a conforming tender within the agreement time but not afterward. 28. CANCELLATION: The DISTRICT shall have the right to cancel for default all or any part of the undelivered portion of this order if the CONTRACTOR breaches any of the terms hereof including warranties of the CONTRACTOR or if the CONTRACTOR becomes insolvent or filing bankruptcy. Such right of cancellation is in addition to and not in lieu of any other remedies that the DISTRICT may have in law or equity. 29. CONTRACTOR BREACH: The District shall notify Contractor in writing of a Breach. i. In event of a Breach by Contractor, the District shall have available the remedy of Actual Damages and any other remedy available at law or equity. MTA Rev. 1, June 18, 2014

ii.Partial Default—In the event of a Breach, the District may declare a Partial Default. In which case, the District shall provide the Contractor written notice of: (1) the date which Contractor shall terminate providing the service associated with the Breach; and (2) the date the District will begin to provide the service associated with the Breach. Notwithstanding the foregoing, the District may revise the time periods contained in the notice written to the Contractor. In the event the District declares a Partial Default, the District may withhold, together with any other damages associated with the Breach, from the amounts due the Contractor the greater of: (1) amounts which would be paid the Contractor to provide the defaulted service; or (2) the cost to the District of providing the defaulted service, whether said service is provided by the District or a third party. To determine the amount the Contractor is being paid for any particular service, the District shall be entitled to receive within five (5) days any requested material from Contractor. The District shall make the final and binding determination of said amount. Upon Partial Default, the Contractor shall have no right to recover from the District any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. Contractor agrees to cooperate fully with the District in the event a Partial Default is taken. iii. Contract Termination— In the event of a Breach, the District may terminate the Contract immediately or in stages. The Contractor shall be notified of the termination in writing by the District. Said notice shall hereinafter be referred to as Termination Notice. The Termination Notice may specify either that the termination is to be effective immediately, on a date certain in the future, or that the Contractor shall cease operations under this Contract in stages. In the event of a termination, the District may withhold any amounts which may be due Contractor without waiver of any other remedy or damages available to the District at law or at equity. The Contractor shall be liable to the District for any and all damages incurred by the District and any and all expenses incurred by the District which exceed the amount the District would have paid Contractor under this Contract. Contractor agrees to cooperate with the District in the event of a Contract Termination or Partial Takeover. 30. RIGHT TO ADDITIONAL COMPETITION: DISTRICT occasionally purchases very large quantities of specific items and expressly reserves the right to purchase these and other similar items via other competitive methods if deemed in the best interest of DISTRICT.

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31. SPECIAL TOOLS AND TEST EQUIPMENT: If the price stated on the face hereof includes the cost of any special tooling or special test equipment fabricated or required by the CONTRACTOR for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the DISTRICT and to the extent feasible shall be identified by the CONTRACTOR as such and will be returned immediately to the DISTRICT upon request. 32. COPYRIGHTS AND PATENTS: In the event the CONTRACTOR develops materials or products resulting in a copyright or patent while in the performance of this agreement, the rights from those materials will accrue to the DISTRICT. 33. ACCESSIBILITY COMPLIANCE: Any technology provided to the DISTRICT by the CONTRACTOR must comply with all federal, state and local accessibility laws and statutes. 34. SECURITY: Unauthorized probing and access of DISTRICT internal network servers and routers is forbidden. Failure to comply with these requirements could result in voiding the agreement, civil and criminal actions. 35. NO WARRANTY AGAINST INFRINGMENTS: As part of this purchase agreement the CONTRACTOR agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement or the like. The DISTRICT makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall the DISTRICT be liable to the CONTRACTOR for indemnification in the event that the CONTRACTOR issues a claim on the grounds of infringement or the like. If the CONTRACTOR is of the opinion that an infringement or the like will result, he will notify the DISTRICT in writing within two weeks after the signing of this agreement or at point of discovery. If the DISTRICT does not receive notice and is subsequently held liable for the infringement or the like, the CONTRACTOR will hold the DISTRICT harmless. If the CONTRACTOR in good faith ascertains that production of the goods in accordance with the specifications will result in infringement or the like, this agreement shall be null and void. 36. WARRANTY-PRICE: The price to be paid by the DISTRICT shall be that contained in CONTRACTOR’s bid which CONTRACTOR warrants to be no higher than the CONTRACTOR’s current prices on orders by others for products of the kind and specification covered by this agreement for similar quantities under similar or like conditions and methods of purchase. MTA Rev. 1, June 18, 2014

The method of payment used by the DISTRICT shall have no bearing on the purchase price. In the event the CONTRACTOR breaches this warranty, the prices of the items shall be reduced to the CONTRACTOR’s current prices on orders by others, or in the alternative, the DISTRICT may cancel this agreement without liability to the CONTRACTOR for breach or the CONTRACTOR’s actual expense. The CONTRACTOR warrants that no person or selling agency has been employed or retained to solicit or secure this agreement upon an agreement or understanding for commission, percentage, brokerage, or contingent compensation excepting bona fide employees of bona fide established commercial or selling agencies maintained by the CONTRACTOR for the purpose of securing business. For breach or violation of this warranty, the DISTRICT shall have the right in addition to any other right or rights to cancel this agreement without liability and to deduct from the agreement price, or otherwise recover the full amount of such commission, percentage, brokerage or contingent compensation. 37. WARRANTY-PRODUCT: The CONTRACTOR shall not limit or exclude any implied warranties and any attempt to do so shall render this agreement voidable at the option of the DISTRICT. The CONTRACTOR warrants that the goods furnished will conform to the specifications, drawings and descriptions listed in the solicitation and/or product description and to the sample(s) furnished by the CONTRACTOR, if any in a good, workmanlike and professional manner, consistent with standards in the industry. In the event of a conflict between the specifications, drawings and descriptions, the specifications shall govern. 38. SAFETY WARRANTY: The CONTRACTOR warrants that the product sold to the DISTRICT shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970. In the event the product does not conform to OSHA standards, the DISTRICT may return the product for correction or replacement at the CONTRACTOR’s expense. In the event the CONTRACTOR fails to make the appropriate correction within a reasonable time, correction made by the DISTRICT will be at the CONTRACTOR’s expense. Additionally, no asbestos in any form may be used in manufacture or processing of any product purchased by the DISTRICT. If any product called for by name in this specification should contain any asbestos material, the CONTRACTOR must notify the purchasing agent immediately for the name of a suitable substitute asbestos–free product. 39. HAZARDOUS MATERIALS: If services require or items include hazardous materials, as defined by relevant local, state and federal law, CONTRACTOR Page 6 of 22

represents and warrants that CONTRACTOR understands the nature of the hazards associated with the use, handling and transportation of such hazardous materials, as applicable to CONTRACTOR. Prior to bringing hazardous materials on DISTRICT’S property, CONTRACTOR shall review the use of the hazardous materials and obtain approval from the DISTRICT Site / Environmental / Health / Safety organization. CONTRACTOR will be fully responsible for any liability resulting from CONTRACTOR’s actions in connection with the use of such hazardous materials in providing services to DISTRICT. CONTRACTOR will supply DISTRICT with Material Safety Data Sheets and any other documentation reasonably necessary to enable DISTRICT to comply with applicable laws 40. CONFIDENTIALITY: All data in DISTRICT’S facilities and on DISTRICT’S equipment, including all data relating to DISTRICT’S employees, administrators, teachers and students, is the sole and exclusive property of the DISTRICT. Confidential information, including information protected by the Federal Educational and Privacy Rights Act (FERPA), may be provided to CONTRACTOR in an encrypted, password protected, electronic format as necessary to enable CONTRACTOR to provide Deliverables. CONTRACTOR must maintain such confidential information in the format described in this section and in a secure environment may be verified through DISTRICT- required security audits. CONTRACTOR acknowledges that it is familiar with the obligations of the DISTRICT and its agents, including CONTRACTOR, under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and under related applicable federal and state privacy laws, rules and requirements regarding the protection and security of non-public personal, medical and financial information, and that CONTRACTOR is familiar with, 28 USC 1232(g) (“FERPA”) which requires that certain information, including, without limitation, education records of students and any personally identifiable information contained therein (other than directory information) be held strictly confidential. During and after the term of this agreement, CONTRACTOR shall not directly or indirectly use or disclose any such information unless such use or disclosure is: (i) to an employee of DISTRICT who has a need to know the information and is under a duty of confidentiality; (ii) authorized in writing by DISTRICT’S Legal Counsel; or (iii) required by any order of a court or administrative agency. In the event either party is ordered by an administrative agency or other governmental body of competent jurisdiction to disclose the Confidential MTA Rev. 1, June 18, 2014

Information; provided, however, that Party will attempt to notify the other Party prior to disclosure in order to give the Disclosing Party a reasonable opportunity to seek an appropriate protective order. The Party operating pursuant to the order shall disclose only that portion of the Confidential Information that it is required to disclose under an administrative or other governmental order. Upon the termination of this agreement for any reason, CONTRACTOR shall promptly: (i) return all property, records, files, documents, materials and copies relating to DISTRICT which came into the possession of CONTRACTOR during the term of this agreement, (ii) destroy all such information stored on computers or disk storage not belonging to DISTRICT, and (iii) within five days of DISTRICT’S written request, provide DISTRICT with a sworn affidavit verifying that all such materials have been returned to DISTRICT or destroyed. 41. ADVERTISING AND DISTRICT ICONOGRAPHY: The CONTRACTOR shall not advertise or publish, without the DISTRICT’S prior consent, the fact that the DISTRICT has entered into this agreement, except to the extent necessary to comply with proper requests for information from an authorized representative of the federal, state or local government. Without the DISTRICT’S prior written approval the CONTRACTOR may not use, reproduce, display or transmit the DISTRICT’S name logo, trademarks or service marks for any purpose. 42. RIGHT TO ASSURANCE: Whenever one party to this agreement in good faith has reason to question the other party’s intent to perform, he/she may demand that the other party give written assurance of their intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of this agreement. 43. RETENTION OF RECORDS: The CONTRACTOR shall retain any books, documents, papers, and records that are directly pertinent to the agreement. The CONTRACTOR shall make the said materials available for audit, examination, excerpt, and transcription to the DISTRICT, sub-grantee or grantee of funds, or their authorized representatives, for a period of seven (7) years following termination of agreement. 44. NON SOLICITATION OF EMPLOYEES AND FORMER EMPLOYEES : During the term of this

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Master Technology Agreement and during the six – month period following the termination of this Master Technology Agreement, CONTRACTOR shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of DISTRICT to leave the employ of DISTRICT for any reason whatsoever, or hire any employee of DISTRICT or person who was employed by DISTRICT at any time during the sixmonth period preceding the date CONTRACTOR hires the employee. 45. NOTICES: Any notices required or permitted by this agreement shall be in writing and delivered to the parties as set forth below: CONTRACTOR INFORMATION Contact Name Title Department Mailing Address City, State, Zip Contact Number Email address DISTRICT INFORMATION Contact Name Title Department Mailing Address City, State, Zip Contact Number Email address 46. SPECIAL PROVISIONS: Additional provisions that were not stated in the Master Technology Agreement and now requested in addition to terms and conditions. Please note that additional provisions will be added to agreement only upon the approval of the DISTRICT’S Legal Counsel. This may include, but is not limited to:  Retention of records related to this agreement; and  Continued availability of appropriation of funds

Approved by Legal Counsel: Signature

Date

(Subject to the approval of Legal Counsel)

MTA Rev. 1, June 18, 2014

SIGNATORY AUTHORITY: Each individual signing this agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this agreement. The signing of this document represents and warrants the execution and delivery of the agreement and the performance of obligations that have been duly authorized. This agreement is valid, legal, binding and enforceable in accordance with its provision.

SIGNATURES:

AUSTIN INDEPENDENT SCHOOL DISTRICT

CONTRACTOR

SIGNATURE

SIGNATURE

Gina Hinojosa PRINTED NAME

PRINTED NAME

DISTRICT BOARD PRESIDENT TITLE

TITLE

DATE

DATE

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MTA Rev. 1, June 18, 2014

EXHIBIT I LICENSE AGREEMENT This License Agreement (this "License Agreement") between DISTRICT and Licensor is attached as Exhibit I to the Master Technology Agreement, and, except as otherwise explicitly provided in this License Agreement, is subject to the Terms and Conditions of the Master Technology Agreement.

(b) irrevocable, enterprise-wide, perpetual license

1. DEFINED TERMS The defined terms used in this

(ii) use, copy, distribute and display the machinereadable, compiled object code form of the Licensed Software at any of DISTRICT’S locations;

License Agreement, except as specifically defined otherwise in this License Agreement, are set forth in the Master Technology Agreement. The following additional terms shall have the meanings indicated for purposes of this License Agreement: "DISTRICT Interfaces" means Software that connects DISTRICT’S Third Party Software and/or DISTRICT’S custom Software to the Licensed Software, including data imports or exports. “Documentation” means written or electronic materials provided by Licensor for facilitating use of the Licensed Software, which describes the design and intended functioning of the Software, provides instructions for use and maintenance of the Software, and provides Software and hardware specifications. “Licensed Software” means the Software (including embedded applications) and all related Documentation licensed pursuant to this License Agreement, now or in the future, but does not include Third Party Software. The Licensed Software is described in the Response and the Documentation and the SOW. “Maintenance and Support Services” means services relating to Licensor’s operation and maintenance of the Licensed Software, including, without limitation, technical and Software support; network configuration assistance; immediate response and expedited repair and resolution of Software and configuration problems; troubleshooting and technical assistance; on-site verification and certification of installation; and Software enhancements and upgrades provided throughout the Term in accordance with the Maintenance and Support Agreement attached as Exhibit V." “Source Code” means the computer program that is written in a language and then converted to a code the computer can read.

2.

LICENSE

(a) License. Licensor grants DISTRICT and each of its Affiliates, throughout the Term, a non-exclusive,

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under Licensor’s Intellectual Property Rights to: (i) access, display and use the Licensed Software by an unlimited number of end users at any of DISTRICT’S locations;

(iii) develop related code as necessary to integrate the Licensed Software with DISTRICT’S proprietary software or Third Party Software; (iv) use, copy, distribute Documentation; and

and

display

the

(v) make such copies of the Licensed Software as are reasonably required by DISTRICT for testing, back-up and archival purposes.

(c) Use by Third Parties. DISTRICT may allow one or more Third Parties to use the Licensed Software and Maintenance and Support Services, including on backup equipment, to process DISTRICT’S data, to test the Licensed Software, to perform maintenance, or for any other purpose related to DISTRICT’S operations or otherwise expressly permitted in this License Agreement. However, DISTRICT shall not use the Licensed Software or Maintenance and Support Services for commercial purposes or to assist a Third Party for any purposes not related to DISTRICT’S operations. 3. LICENSE TERM: This License Agreement may be terminated as provided in the Master Technology Agreement, except that the right to use the version of the Licensed Software in use by DISTRICT, as well as the right to use any version that Licensor has released but DISTRICT has not installed as of the termination of this License Agreement, shall be perpetual (the "Term”). 4. INTELLECTUAL PROPERTY OWNERSHIP AND RIGHTS: Licensor shall own all rights and interests in the Deliverables which incorporate any pre-existing Licensor materials. DISTRICT is granted royalty-free, perpetual, worldwide rights to use the Deliverables upon full payment of all undisputed compensations due under this License Agreement. This right shall survive the termination of this License Agreement as to both the version of Licensed Software then being

MTA Rev. 1, June 18, 2014

used by DISTRICT as well as the version most recently released by Licensor. All other Deliverables shall be considered “works made for hire” and shall be owned by DISTRICT. DISTRICT shall also own all data developed, created or collected in conjunction with the Deliverables and Licensor shall not, under any circumstances, have any ownership of or right to use any DISTRICT data.

(i) Failure to maintain or support Software or provide any new version in accordance with the provisions of the Maintenance and Support Agreement, which failure is not remedied within 10 days of DISTRICT’S written notice to the Escrow Agent; (ii) Licensor ceases to market or make available the Services during a period in which DISTRICT is entitled to use the Licensed Software;

5. REPRESENTATIONS AND WARRANTIES: Licensor represents and warrants that all information contained in the Response is true and correct in all material respects and that the Deliverables will be as described in the Response, the SOW, the Baseline Plan and any approved PCRs. Without limitation, Licensor represents and warrants that: (i) the Licensed Software has the flexibility to work with DISTRICT’S other systems, including DISTRICT’S grade book, data warehouse, instructional management system and all other proprietary and custom applications that house DISTRICT data; (ii) the Licensed Software will provide DISTRICT with fully functioning PEIMS Code on or before the date on which the TEA Editor opens for each submission, and will also provide DISTRICT with the ability to comply with all required state and federal reporting, including TREx, as those requirements may be amended from time to time; (iii) the hardware required to support the Licensed Software is as described in the Response and the Documentation; (iv) the detailed specifications of the Software required to support the Licensed Software is as listed in the Response and the Documentation; (v) Appendix A to the Response is true and correct in all material respects; and (vi) it has no current plans to cease providing support for the Licensed Software for at least five years and will give DISTRICT a minimum of two years prior written notice if it intends to do so.

6. SOURCE CODE ESCROW:

Concurrently with the signing of the Master Technology Agreement, DISTRICT and Licensor shall enter into an Escrow Agreement with an escrow agent who provides escrow services in the regular course of its business. In addition to standard escrow agreement provisions, the Escrow Agreement shall:

(iii) Licensor executes an assignment for the benefit of creditors or becomes subject to bankruptcy or receivership proceedings; (iv) Licensor transfers all or substantially all of its assets or obligations set forth in the License Agreement to a Third Party that does not assume all of Licensor's obligations set forth in the Master Technology Agreement; (v) Licensor is liquidated, dissolved or ceases to carry on the business of licensing the Software or providing Maintenance and Support Services on a regular basis in at least the same level that it provides those services on the Effective Date. (b) Require release of the escrowed materials within 10 days of notice from DISTRICT that a Release Event has occurred unless the escrow agent receives notice from Licensor within 10 days of the notice from DISTRICT that it disputes the existence of a Release Event. (c) Have representations and warranties from Licensor that Licensor lawfully possesses all right to use the materials in escrow; they are not subject to any encumbrance that would preclude delivery to DISTRICT; they will be maintained and updated in the most current version; and they are readable and useable in their deposited form. (d) Licensor will update the escrow materials within 15 days of a new release. (e) Indemnification for failure of Licensor to agree to a permitted release. (f) Other provisions as may be appropriate to protect DISTRICT’S right to use the escrowed materials on a continuous basis.

7. REFERENCES: References to Exhibits and Sections are to Exhibits and Sections of this License Agreement unless otherwise indicated.

(a) At a minimum, have the following release provisions (“Release Events”):

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EXHIBIT II PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (this "Services Agreement") between DISTRICT and CONTRACTOR is attached as Exhibit II to the Master Technology Agreement and, except as otherwise explicitly provided in this Services Agreement, and is subject to the Terms and Conditions of the Master Technology Agreement.

1.

DEFINED TERMS:

The defined terms used in this Services Agreement, except as specifically defined otherwise in this Professional Services Agreement, are set forth in the Master Technology Agreement. The following additional terms shall have the meanings indicated for purposes of this Services Agreement: “Deadlines” means the dates by which CONTRACTOR must provide certain Deliverables. "Baseline Plan" consists of (i) the Baseline Scope (defining in detail the work included to produce the Deliverables and serving as the basis for the Baseline Schedule and the Baseline Budget); (ii) the Baseline Schedule (a detailed project schedule developed based on the Baseline Scope); and the Baseline Budget (corresponding to the Baseline Scope). The Baseline Plan will be jointly developed by DISTRICT and CONTRACTOR within eight weeks of the Project Start Date, will include the provisions currently described in the instructions to Exhibit V, and, on its completion, will become Exhibit IV to the Master Technology Agreement. "Implementation Services" means the services described in the SOW, the Baseline Plan, and any approved PCRs relating to CONTRACTOR's implementation of the Licensed Software, including business process analysis, system configuration, data conversion, training, report writing, knowledge transfer and implementation project management. "Project Start Date" means the date indicated in the SOW on which the CONTRACTOR's Project Manager begins full-time, on-site work on the Services. “Training Services” means on-site or on-line services to train DISTRICT staff on the use of the Licensed Software and system administration, and assist DISTRICT personnel in fully using the capabilities of the Licensed Software.

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2.

CONTRACTOR PERSONNEL:

Under the terms of this Contract and at the District's request, the Contractor will assign Contractor personnel as listed in the Scope of Work to provide ERP Consulting Services to the District. The personnel provided shall have the skill sets and experience, and perform the tasks, as described below in the respective Job Classifications. (Contractors in each of these Job Classifications shall be referred to collectively as "personnel.") The baseline experience and skills sets required for each Job Classification follow the Job Classification names. Assigned personnel must possess the skills and experience required for the Job Classification to which they are being assigned. The Contractor shall not assign personnel that do not possess the required skills and experience. *The specific roles and responsibilities of personnel shall be as defined in the Contract and RFP; provided, however, that the District reserves the right to amend these roles and responsibilities, as needed, to others within the required skill sets, if this is deemed to be in the best interest of the State. The District will request personnel as needed, in accordance with the provisions of the RFP. The Contractor agrees to make its best effort to provide personnel in the quantities requested by the District. The District will evaluate the qualifications of all individuals proposed, and may request resumes, references, and/or face-to-face interviews to aid in this evaluation. The District reserves the right, throughout the life of this Contract, to refuse any individual proposed by the Contractor for a given position. The District is not obligated to use any of the Contractor's personnel. Throughout the term of the Contract, the District retains full control and flexibility with regard to the types, quantities, and timing of personnel usage. The District shall provide office space, meeting room space, and support \services to the Contractor. The District shall also provide connectivity to the District’s network and access to printers. The District shall not supply laptop computers, tablets, pagers, or cell phones .

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3.

SERVICES:

Services include all of the following: (a) Baseline Plan. (i)The Project Managers for CONTRACTOR and DISTRICT will jointly complete the Baseline Plan within eight weeks of the Project Start Date. If the Baseline Plan is not completed within that time. DISTRICT shall have the right to rescind the Master Technology Agreement and receive a return of all Compensations paid. Alternatively, DISTRICT may elect to continue the Master Technology Agreement, but to require CONTRACTOR to pay liquidated damages equal to 15% of the compensations paid for Services prior to this Deadline plus $1,000 per day after the Deadline until the Baseline Plan is complete. No further amounts will be due from DISTRICT until the Baseline Plan is completed. With the written consent of the Project Managers of the CONTRACTOR and DISTRICT, the Baseline Plan may be revised (re-baselined) to account for changes in the cost and timeline due to approved PCRs developed as a result of an DISTRICT-initiated or approved scope change. If the Baseline Plan is rebaselined, the re-baselined plan will replace all prior versions of the Baseline Plan and will become Exhibit IV to the Master Technology Agreement. (ii)The DISTRICT Project Manager will maintain a project schedule to define the detailed tasks necessary to complete the Baseline Plan. If CONTRACTOR agrees in writing, including by email exchange, to Deadlines that are set forth in the project schedule, for instance with respect to rejected Deliverables, then CONTRACTOR shall comply with those Deadlines. (b) Implementation Services. CONTRACTOR will provide the Implementation Services as described in the SOW, any approved PCRs, and the Baseline Plan. Without limitation, CONTRACTOR shall install the Licensed Software, complete the DISTRICT Interfaces and perform the other services for DISTRICT as shall be agreed to by the parties by the dates set forth in the SOW, the Baseline Plan, and all approved PCRs.

4.

(a) This Services Agreement shall begin upon full execution and, unless earlier terminated pursuant to its terms, it shall remain in effect until all Services under the SOW, Baseline Scope Statement, and all approved PCRs have been provided. In addition, this Agreement shall govern all amendments to the attached SOW and Baseline Plan, as well as all additional SOWs, and Baseline Plans agreed to in writing by the parties.

(b) DISTRICT may terminate this Services Agreement or any SOW at any time, without cause, upon 30 days written notice to CONTRACTOR.

(c) Either party may terminate this Services Agreement at any time by giving written notice to the other party if the defaulting party fails to remedy any default under this Services Agreement for a period continuing more than 30 days after the nondefaulting party gives the defaulting party written notice specifying the failure or default and the failure or default continues to exist as of the date upon which the non-defaulting party gives notice terminating this Services Agreement.

(d) If so directed in the notice of termination for cause from DISTRICT, CONTRACTOR shall immediately cease work under this Services Agreement.

(e) On termination of this Services Agreement or an SOW for convenience or a suspension of Services, DISTRICT shall pay CONTRACTOR for all Services provided up to the effective date of termination at the rates specified in the applicable PO.

(f) Upon expiration or termination of this Services Agreement, DISTRICT may request that CONTRACTOR provide transition services to DISTRICT to ensure an orderly transfer of Services to DISTRICT or any other Third Party DISTRICT may designate as a successor to CONTRACTOR. Transition services, if any, will be undertaken at agreed upon rates in accordance with the terms of an SOW or PCR signed by both parties. During any transition period, CONTRACTOR agrees to maintain the same level of performance of Services and use its best efforts to cooperate with DISTRICT and the successor to effect an orderly and efficient transition.

(c) Training Services. CONTRACTOR will provide Training Services as described in the SOW and the Baseline Plan.

(d) Maintenance and Support Services. CONTRACTOR will provide the Maintenance and Support Services as provided in Exhibit V.

TERM:

5.

COMPENSATIONS AND PAYMENT: DISTRICT shall pay CONTRACTOR the compensations specified in the Exhibit VI and agreed upon in connection with any approved PCR.

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DISTRICT shall not pay any overtime or other premium rates unless expressly agreed in advance and in writing. CONTRACTOR is not authorized to begin any Services other than development of the Baseline Plan until the Baseline Plan is complete and has been signed by both parties except as otherwise agreed to in writing by DISTRICT’S Project Manager. DISTRICT shall not be liable to CONTRACTOR for any costs, charges, compensations or expenses that are not expressly stated in a signed SOW the Initial PO, the Baseline Plan, or an approved PCR.

6.

ACCEPTANCE OR REJECTION:

DISTRICT does not accept the deliverable after three iterations, then unless the failure is the result of DISTRICT’S failure to provide reasonable support or its failure to meet the agreed upon deadlines in the project schedule, then DISTRICT will have the option to either: (i) hire a Third Party to provide the services and Deliverables at CONTRACTOR’s expense; or (ii) require payment of an amount equal to the amount DISTRICT paid for services related to that deliverable.

7.

PROPERTY RIGHTS:

(a) All rights, title, and interest in the DISTRICT Interfaces created specifically for DISTRICT, as well as all modifications and enhancements to the DISTRICT Interfaces (including associated Intellectual Property Rights) are and shall remain the property of DISTRICT.

(a) Each deliverable, including each item denoted as a deliverable in the SOW and in the Baseline Project Schedule, must be tested and accepted by DISTRICT in accordance with this Section prior to the Deliverable being considered complete.

(b) CONTRACTOR acknowledges that DISTRICT shall (b) The

DISTRICT and CONTRACTOR Project Managers will establish a testing period for each deliverable as part of the Baseline Project Schedule. The testing period for each deliverable will depend on the complexity and nature of the deliverable.

have the right to use DISTRICT Interfaces in accordance with the terms and conditions of the Master Technology Agreement, without payment of any royalty or compensation and without acknowledgment of CONTRACTOR as the creator of the DISTRICT Interfaces. DISTRICT shall have the right to obtain and hold in its own name copyrights and other applicable registrations and other protection as may be appropriate to any portion or all of the DISTRICT Interfaces. CONTRACTOR agrees to provide DISTRICT and any person designated by DISTRICT such reasonable assistance as may be required to perfect the rights defined in this Section.

(c) Deliverables will be considered accepted when DISTRICT’S Project Manager gives the CONTRACTOR's Project Manager written notice of acceptance, naming the specific deliverable, including project schedule unique identification number, to which the acceptance relates.

(d) If DISTRICT does not accept a deliverable, then within five business days following the end of the testing period, the DISTRICT Project Manager will give written notice of the reasons the deliverable is not accepted, along with suggested corrective actions. The DISTRICT Project Manager and the CONTRACTOR Project Manager will work together to determine a new due date for the corrected deliverable but, generally this period will not exceed 20% of the time taken to create the deliverable, calculated from the date that CONTRACTOR receives the written notice that the deliverable has not been accepted. The DISTRICT and CONTRACTOR Project Managers will work together to determine a reasonable period for DISTRICT to review and test the corrected deliverable but, generally, this period will not exceed the length of time taken to correct the deliverable. All revised due dates will be reflected in an approved PCR and in the then current project schedule. This process will be repeated until the deliverable is accepted in writing by the DISTRICT Project Manager. If Page 13 of 22

(c) Notwithstanding the provisions of this Section, any intellectual or other property, including but not limited to methodologies, trade secrets or works of authorship, standard training material, courseware or content which (i) is not customized specifically for DISTRICT; and (ii) does not contain any DISTRICT Confidential Information or Intellectual Property Rights (“CONTRACTOR Property”), belongs to and remains the property of CONTRACTOR. CONTRACTOR hereby grants to DISTRICT a nonexclusive, irrevocable, perpetual, royalty-free license to use, copy, distribute and display all CONTRACTOR Property in accordance with this Services Agreement.

8.

SECURITY:

(a) Security

Procedures. CONTRACTOR shall maintain and enforce at all CONTRACTOR locations security procedures that are consistent with the security standards of the information

MTA Rev. 1, June 18, 2014

technology industries for locations similar to the CONTRACTOR and DISTRICT locations. CONTRACTOR is responsible for any and all security breaches at all CONTRACTOR service locations.

applications from any DISTRICT internal Software distribution site.

(vi)

DISTRICT reserves the right to monitor CONTRACTOR’s use of the DISTRICT network and VPN to assure compliance with these policies and standards. DISTRICT may disconnect or disable access to the DISTRICT network and VPN if CONTRACTOR fails to comply with any aspect of the access and security requirements set forth in this Services Agreement or in any applicable DISTRICT security policy.

(b) Network Security. With respect to CONTRACTOR’s access to the DISTRICT information technology network and virtual private network (“VPN”), CONTRACTOR shall comply with the following access and security requirements: use of the Internet or electronic mail through the DISTRICT network will be solely for business purposes and provision of the Services requested by DISTRICT.

(i) CONTRACTOR’s

(c) Adequate Controls. (i) DISTRICT

reserves the right, at CONTRACTOR’s sole expense, to perform, or direct CONTRACTOR to perform, an independent audit, which may include work performed by DISTRICT’S independent auditor, of CONTRACTOR’s control environment and the controls performed by CONTRACTOR upon which DISTRICT relies. The audit may be conducted any time during the Term and for a period of 12 months following termination or expiration of this Services Agreement, on 10 days advance written notice and shall take place during CONTRACTOR’s normal business hours.

(ii) CONTRACTOR and its employees shall not knowingly access or distribute any gambling, pornography, hate or violence sites and shall not forward any chain letters, fraudulent virus alerts, executable ready to run files or other files or codes which may damage the DISTRICT network.

(iii) Router filters and firewall rules will be applied to limit the networking protocols and number of network devices accessing DISTRICT network resources across the VPN connection to the minimum required to provide the needed business function. The implementation of the VPN connection will be in accordance with DISTRICT remote access policy pertaining to VPN access.

(ii)

DISTRICT may, at its sole expense, perform an independent audit of CONTRACTOR’s control environment and the controls performed by CONTRACTOR upon which DISTRICT relies. The audit may be conducted any time during the Term and for a period of up to 12 months following termination or expiration of this Services Agreement, on 10 days advance written notice and shall take place during CONTRACTOR’s normal business hours.

(iv) CONTRACTOR must apply and maintain virus protection software on any machine accessing the DISTRICT network either directly or across the VPN connection and CONTRACTOR shall not introduce any software viruses or other malicious computer instructions, applications, devices, or techniques that can or were designed to threaten, infect, damage, disable or shut down the DISTRICT network, computer system, or any component of a computer system, including its security or user data.

(v) To the extent CONTRACTOR accesses or downloads any Software applications from any DISTRICT internal Software distribution site, CONTRACTOR is solely responsible for obtaining a valid license prior to installing applications that require purchase of a license. In addition to other indemnities provided in the Master Technology Agreement, CONTRACTOR agrees to defend, indemnify and hold DISTRICT and its employees, officers, directors, representatives, and affiliates harmless from and against any claims that may arise as a result of CONTRACTOR accessing, downloading, using or distributing any Software Page 14 of 22

9.

ACCESS TO DISTRICT PREMISES: In its sole discretion, DISTRICT will provide access to its premises to CONTRACTOR’s personnel to enable CONTRACTOR to perform on-site services. CONTRACTOR shall at all times comply with the following requirements in connection with such access: (i) CONTRACTOR’s personnel shall observe all of DISTRICT’S security and safety policies at all times provided they have been communicated to CONTRACTOR in written form; (ii) CONTRACTOR shall perform background checks on its personnel, whether employees or authorized subcontractors, who actually perform the on-site services. The background check shall comply with all applicable MTA Rev. 1, June 18, 2014

laws and shall include: (a) criminal history checks; (b) education checks (if degree indicated); (c) employment checks (last three positions or last five years if with same employer); and (d) reference checks if any of items (a) through (c) cannot be completed), at DISTRICT’S reasonable discretion. CONTRACTOR personnel may not have any positive drug test or any felony convictions. If the background check shows a felony conviction or any other issue which may present a safety concern, CONTRACTOR may not have the worker perform services under this Services Agreement without disclosing the safety concerns and obtaining DISTRICT’S advance written approval.

(a) All CONTRACTOR personnel will receive a security badge from DISTRICT prior to performing any portion of on-site Services and will be required to carry and display the badge at all times while on DISTRICT’S premises. If the individual to whom the badge is issued stops providing Services, CONTRACTOR shall return the security badge to DISTRICT with 48 hours.

(b) DISTRICT may, in its discretion, request removal of any personnel of CONTRACTOR for any reason satisfactory to DISTRICT. If DISTRICT requests the removal of any CONTRACTOR personnel, DISTRICT must notify CONTRACTOR about the issue in writing (via email). CONTRACTOR will work with DISTRICT to understand and resolve the personnel issue. However, pending resolution of the issue, CONTRACTOR will have the personnel immediately cease any on-site and remote activities.

(c) If any employee or subcontractor of CONTRACTOR makes a claim that an employee or independent CONTRACTOR of DISTRICT may be treating them in an improper manner, including subjecting them to discrimination or harassment, CONTRACTOR shall report this immediately and in writing to DISTRICT.

10.

DISTRICT GUIDELINES: CONTRACTOR will not have any worker perform Services under this Services Agreement unless it has ensured that the

11. REPRESENTATIONS AND WARRANTIES: CONTRACTOR represents and warrants that: (a) it is capable of providing all services necessary for full implementation of the Licensed Software, including consulting, training, data conversion from SASIxp to the Licensed Software and the development of the DISTRICT Interfaces; (b) the services will be as described in the Response, the SOW, the Baseline Plan, and any approved PCRs; (c) the pricing for the Services set forth in the Response and the SOW is a good faith estimate of the cost of providing the Services ; (d) the Baseline Budget to be included in the Baseline Plan will be a good faith estimate of the cost of providing the Services described in the Baseline Plan; and (e) the Baseline Plan will be, in CONTRACTOR's good faith judgment, a realistic plan. If there are no unforeseeable occurrences that prevent successful execution of the plan, and if DISTRICT provides reasonable support, the Baseline Plan will be achievable.

12. REFERENCES: References to Exhibits and Sections are to Exhibits and Sections of this Service Agreement unless otherwise indicated.

.

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EXHIBIT III STATEMENT OF WORK Type in Statement of Work or attach copy (reference document title if attaching).

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EXHIBIT IV BASELINE PLAN INSTRUCTIONS: The Baseline Plan will be jointly developed by the DISTRICT Project Manager and the CONTRACTOR Project Manager and attached as Exhibit IV within eight (8) weeks of the project start date. The Baseline Plan will include the following Deadlines. If these Deadlines are not met, DISTRICT will have the right to receive the following liquidated damages as indicated:

Type in Baseline Plan or attach copy (reference document title if attaching).

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EXHIBIT V MAINTENANCE AND SUPPORT AGREEMENT

INSTRUCTIONS: CONTRACTOR to attach its standard Maintenance and Support Agreement.

Type in Maintenance and Support Agreement or attach copy (reference document title if attaching).

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EXHIBIT VI COMPENSATION/FEE SCHEDULE

INSTRUCTIONS: CONTRACTOR shall attach its’ Compensation/Fee Schedule as Exhibit VI. COMPENSATION/FEE SCHEDULE should reflect a five year cost projection allowing DISTRICT the ability to change plans from year to year.

Type in Compensation/Fee Schedule or attach copy (reference document title if attaching).

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EXHIBIT VII PROJECT CHANGE REQUEST Change Request Template: Change Request Project : Solicitation #: Change Requestor: Change Category (Check all that apply): □ Schedule □ Cost □ Scope □ Testing/Quality □ Resources □ Baseline Plan Does this Change Affect (Check all that apply): □ Corrective Action □ Preventative Action □ Defect Repair □ Other Describe the Change Being Requested:

Date: Change No: □ Requirements/Deliverables □ Updates

Describe the Reason for the Change:

Describe all Alternatives Considered:

Describe any Technical Changes Required to Implement this Change:

Describe Risks to be Considered for this Change:

Estimate Resources and Costs Needed to Implement this Change:

Describe the Implications to Quality:

Disposition: □ Approve □ Reject Justification of Approval, Rejection, or Deferral:

Project Managers Approval: Company Name CONTRACTOR CONTRACTOR DISTRICT DISTRICT

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□ Defer

Signature

Date

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EXHIBIT VII Definitions “Affiliate” means a legal entity controlling, controlled by or under common control with another party. The term “control” shall mean the power to direct the actions and policies of the Affiliate or ownership of a controlling beneficial interest in the Affiliate. AISD Interfaces" means Software that connects AISD's Third Party Software and/or AISD's custom Software to the Licensed Software, including data imports or exports. “Breach” A party shall be deemed to have breached the Contract if any of the following occurs: — failure to perform in accordance with any term or provision of the Contract; — partial performance of any term or provision of the Contract; — any act prohibited or restricted by the Contract, or — violation of any warranty. “Confidential Information” means, subject to the provisions of Section 6(e), (i) with respect to Contractor, information of Contractor or its suppliers and licensors that is of value to its owner and is treated by its owner as confidential, including Intellectual Property Rights, information concerning any software, services or products, operating procedures, pricing, methods of doing business, mailing lists, customer lists, lists of prospective customers or accounts, financial data, plans, suppliers, and any other information marked in writing as “Confidential;” and (ii) with respect to AISD, information of AISD or its suppliers and licensors that is of value to its owner and is treated by its owner as confidential, including Intellectual Property Rights, operating procedures, information concerning any software, services, products, or contracts regarding AISD’s legal, financial or accounting information, its staff, staff compensation, consultants, students (including demographic data, grades, credits, transcripts, scheduling, attendance, enrollment history, GPAs, class rankings, discipline data, free and reduced lunch data, transportation data and special education data), and all information protected by the Health Insurance Portability and Accountability Act (“HIPAA”), the Family Educational Rights and Privacy Act (“FERPA”), any other applicable privacy laws governing AISD, and any other information marked in writing as “Confidential.” “Deliverables” means all items that Contractor is required to deliver under this Master Technology Agreement, as described in the Response, the SOW, the Page 21 of 22

Baseline Plan, and the Purchase Orders or in any future related SOWs, Baseline Plans, Purchase Orders and PCRs that the parties agree to in the future. “Documentation” means written or electronic materials provided by Licensor for facilitating use of the Licensed Software, which describes the design and intended functioning of the Software, provides instructions for use and maintenance of the Software, and provides Software and hardware specifications. “Exhibit” means all exhibits attached to this Master Technology Agreement and identified on the signature page as an exhibit, and all exhibits signed by both parties and attached to this Master Technology Agreement in accordance with its terms following the Effective Date. “Fees” means the fees and expenses to be paid to Contractor by AISD. “Intellectual Property Rights” means all rights with respect to copyrights, trademarks, trade secrets, patents, and all other intellectual property rights of any nature whatsoever. Licensed Software” means the Software (including embedded applications) and all related Documentation licensed pursuant to this License Agreement, now or in the future, but does not include Third Party Software. The Licensed Software is described in the Response and the Documentation and the SOW. Maintenance and Support Services” means services relating to Licensor’s operation and maintenance of the Licensed Software, including, without limitation, technical and Software support; network configuration assistance; immediate response and expedited repair and resolution of Software and configuration problems; troubleshooting and technical assistance; on-site verification and certification of installation; and Software enhancements and upgrades provided throughout the Term in accordance with the Maintenance and Support Agreement attached as Exhibit V. “Master Technology Agreement” means the Signature Page, these Terms and Conditions, each of the exhibits and all exhibits agreed to by the parties following the Effective Date. "Initial Purchase Order" means the purchase order attached to the Master Technology Agreement at the MTA Rev. 1, June 18, 2014

Effective Date which sets out the pricing for the Licensed Software, any Third Party Software that Contractor is reselling to AISD, the services provided in connection with developing the Baseline Plan, and any required maintenance and support fees. "Services Purchase Order" means the Purchase Order to be attached following the development of the Baseline Plan, which sets out the cost of the Implementation Services to be provided following the completion of the Baseline Plan. "Purchase Order" or "PO" means the Initial Purchase Order and the Services Purchase Order, and any subsequent purchase orders issued by AISD, each of which shall become an exhibit to this Master Technology Agreement. “Products” means all items provided or required to be provided to AISD by Contractor under this Master Technology Agreement.

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“Services” means all work performed (or required to be performed) for AISD by Contractor as set forth in this Master Technology Agreement, including all Implementation Services, Training Services, and Maintenance and Support Services, and including any other services that Contractor agrees to provide to AISD following the Effective Date. “Software” means any computer programs, together with input and output for formats, program listings, narrative descriptions, operating instructions, and supporting documentation, including any enhancements, translations, modifications, updates, and new releases. “SOW” means the Statement of Work attached to this Master Technology Agreement as Exhibit III, and any other Statements of Work agreed to by AISD and Contractor in writing subsequent to the Effective Date. "Third Party" means any natural person or legal entity other than Contractor and AISD.

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