Caveon, LLC CONTRACT NUMBER STATE OF LOUISIANA DEPARTMENT OF EDUCATION CONTRACT BE IT KNOWN, the Department of Education, Of?ce of Recovery School District of the State of Louisiana (hereinafter sometimes sometimes Admin, und referred to as State) and Caveon, LLC, 6905 South 1300 East #468, Salt Lake City, Utah, 84047 (hereinafter referred to as Contractor) do hereby enter into a contract with funds provided by the program entitled Charter er the following terms and conditions. Scope of Services Contractor hereby agrees to furnish the following services: Speci?c goals and objectives: Real Time Test Administration Monitoring/Observation Service Caveon Investigative Services (CIS) will work collaboratively with the RSD to develop observation-checklists, a report template, and other appropriate documentation that will ensure careful, consistent monitoring across multiple schools. Two monitors will visit each selected school. It is estimated that each observation will last approximately a half day. The final list of what the monitors will look for will be finalized collaboratively by Caveon and the RSD in the form of observation tools, protocols, and check-lists. Based on the schools? testing schedules, Caveon will create a calendar for monitoring, conduct observations at 14 RSD schools during Spring 2016 test administrations, and create a report for each school. Deliverables: Deliverable Deadline Deliverable 1: First Drafts of observation tools, Complete by March 18, 2016 protocols, checklists and report template; Calendar for test monitoring Deliverable 2: Final versions of observation tools, Complete byApril8,2016 protocols, checklists and report template Deliverable 3: Complete monitoring and associated Complete by May 27,2016 draft reports for 14 schools Complete by June 24, 2016 Deliverable 4: Final reports for all 14 schools Performance Measures: Performance will be assessed upon completion and review of all deliverables. Monitoring Plan: (for adherence to contract requirements and completion of work) This agreement will be monitored by Patrick Dobard, RSD Superintendent, for adherence to contract requirements and completion of work. Monitoring will occur through regular check-ins with Caveon staff and Caveon, LLC through review of deliverables as outlined above. Payment Terms In consideration of the services described above, State hereby agrees to pay the Contractor a maximum fee of $500.00. Payment will be made only on approval of the Superintendent. The Contractor must use the standard Louisiana Department of Education Professional Services Billing Form for invoicing purposes. Contracts with services completed by June 30 must submit invoices no later than July 5. Due to funding constraints, funding may be unavailable for payment of services if invoices are not received by this date. Amount Description $15,000 Upon receipt of Deliverable 1 $10,000 Upon receipt of Deliverable 2 $20,500 Upon receipt of Deliverable 3 $4,000 Upon receipt of Deliverable 4 Term of Contract This Contract shall begin on March 1, 2016 and shall terminate on June 30, 2016. The effective date of this Contract may be extended only if an amendment to that effect is duly executed by the contracting parties and approved by the necessary authorities prior to said termination date. If either party informs the other that an extension of this Contract is deemed necessary, an amendment may be prepared by State and forwarded to the other party for appropriate action by the other party. Said amendment is to be returned to State with appropriate information and signatures not less than ?fteen (15) days prior to termination date. Upon receipt of the amendment, it will be fonivarded to the necessary authorities for their approval. Notwithstanding the foregoing. in no event shall the total term of this Contract, including extensions hereto, be for a period of more than three (3) years. Taxes Contractor hereby agrees that the responsibility for payment of taxes from the funds thus received under this Contract and/or legislative appropriation shall be Contractor's obligation and identi?ed under Federal tax identi?cation number 3512291680. Reporting Income to State-Funded Retirement Systems If the Contractor is receiving bene?ts from any State-funded retirement system, the Contractor is responsible for fully disclosing to the State, on or before the effective date of this contract, the existence and amount of such bene?ts and the date(s) of retirement. Failure by the Contractor to so disclose truthfully and accurately will be grounds for placing the Contractor in default. if said failure results in the State being liable to any State-funded retirement system for penalties, interest. or repayment of bene?ts, the Contractor shall be liable to the State for repayment of such amounts. Termination for Cause The State may terminate this Contract for cause based upon the failure of the Contractor to comply with the terms and/or conditions of the Contract; provided that the State shall give the Contractor written notice specifying the Contractor's failure. If within thirty (30) days after receipt of such notice, the Contractor shall not have either corrected such failure or, in the case of failure which cannot be corrected in thirty (30) days, begun in good faith to correct said failure and thereafter proceeded diligently to complete such correction, then the State may, at its option, place the Contractor in default and the Contract shall terminate on the date speci?ed in such notice. The Contractor may exercise any rights available to it under Louisiana law to terminate for cause upon the failure of the State to comply with the terms and conditions of this contract; provided that the Contractor shall give the State written notice R07l30l'201 5 Caveon, LLC specifying the State's failure and a reasonable opportunity for the State to cure the defect. Termination for Convenience The State may terminate the Contract at any time by giving thirty(30) days written notice to the Contractor. The Contractor shall be entitled to payment for deliverables in progress, to the extent work has been performed satisfactorily. Remedies for Default Any claim or controversy arising out of this contract shall be resolved by the provisions of LSA - R.S. 39216722 - 1672.4. Governing Law This contract shall be governed by and interpreted in accordance with the laws of the State of Louisiana, including, but not limited, to La. R.S. 39:1551-1736; rules and regulations; executive orders; standard terms and conditions, special terms and conditions. and speci?cations listed in the applicable); and this contract. Venue of any action brought, after exhaustion of administrative remedies. with regard to this contract shall be in the Nineteenth Judicial District Court, Parish of East Baton Rouge, State of Louisiana. E-Verify Contractor acknowledges and agrees to comply with the provisions of La- R.S. 382212.10 and federal law pertaining to E-Verify in the performance of services under this Contract. Ownership All records, reports, documents. products and other material delivered or transmitted to Contractor by State shall remain the property of State, and shall be returned by Contractor to State, at Contractor's expense, at termination or expiration of this contract. All records, reports, documents. products or other material related to this contract and/or obtained or prepared by Contractor in connection with the performance of the services contracted for herein shall become the property of State, and shall, upon request, be returned by Contractor to State, at Contractor's expense, at termination or expiration of this contract. Any work undertaken by Contractor pursuant to this contract shall be work made for hire, and Contractor hereby transfers and assigns to the State any and all intellectual property rights, included but not limited, to copyright to any records. reports, documents, products or other material created or developed by Contractor in connection with the performance of this contract. The State hereby grants a perpetual, royalty-free license to Contractor to use, copy and distribute the test administration monitoring and observation tools, protocols, processes, check-lists and related materials that will be developed in collaboration with the State under the terms of this contract, for Contractor's use, copying and distribution for pro?t in and throughout the State of Louisiana to enable Contractor to enter into future contracts with the State and/or other parties to perform test administration monitoring and observation and related training and oversight services for schools in Louisiana. In no event shall Contractor ever be permitted to charge, directly or indirectly, any Louisiana public school or Louisiana public school district for any aspect of the product or service for which the State has already paid the Contractor pursuant to this Contract. Except as described above, no other records, reports, document, products or other materials created or developed under this contract can be distributed for free or for pro?t without the explicit written approval of the State Superintendent of Education. if the contract is 8(g) funded, all provisions of this ownership clause apply except that upon termination or at the completion of 8(g) funding for a project/program, the State Board of Elementary and Secondary Education (SBESE) may approve a Contractor's request to retain equipment purchased with 8(g) funds based on the Contractor's assurance that the equipment will be used for educational enhancement. Commissioner?s Statements Statements, acts and omissions made by or on behalf of the Commissioner of Administration regarding the RFP or RFP process, this Contract, any Contractor and/or any subcontractor of the Contractor shall not be deemed a con?ict of interest when the Commissioner is discharging her duties and responsibilities under law, including, but not limited, to the Commissioner of Administration's authority in procurement matters. Caveon, LLC Contractor's Cooperation The Contractor has the duty to fully cooperate with the State and provide any and all requested information, documentation, etc. to the State when requested. This applies even if this contract is terminated and/or a lawsuit is ?led. Speci?cally. the Contractor shall not limit or impede the State's right to audit or shall not withhold State owned documents. Con?dentiality This contract is entered into by Contractor and the Department in accordance with the provisions of La. R.S. 17:3914, the Family Educational Rights and Privacy Act, 20 U.S.C. Section 1231(9), et seq., (FERPA) and the Individuals with Disabilities Education Act. 20 U.S.C. Section 1400, et seq., (IDEA). Contractor hereby acknowledges that all documents which include personally identi?able information contained in or derived from a student's education records are deemed con?dential pursuant to La. R.S. 17:3914, FERPA and IDEA. Contractor agrees not to re-disclose any such personally identi?able information without the prior written consent of the student's parent or the student. in the case of students who have reached the age of majority, or unless re-disclosure is othenrvise authorized by law. Contractor agrees to return all documents deemed con?dential pursuant to La. R.S. 1723914, FERPA and/or IDEA to the Department at the conclusion of this contract. Collections Fees If Contractor invoices the State, and State pays Contractor, for work not done or for work not done in accordance with this contract, or if the State for any reason pays Contractor any amount not actually owed by State to Contractor pursuant to this contract, or if Contractor owes money to the State for any reason whatsoever as a result of this contract. the State may refer this matter to the Louisiana Attorney General for collection. If the State does refer this matter to the Louisiana Attorney General, Contractor agrees to pay, in addition to the debt owed to the State, the State?s reasonable attorney's fees, up to a maximum fee of thirty-three and one-third percent (33 of Contractor's debt Nonassignability No contractor shall assign any interest in this contract by assignment. transfer. or novation, without prior written consent of the State. This provision shall not be construed to prohibit the contractor from assigning his bank, trust company, or other ?nancial institution any money due or to become due from approved contracts without such prior written consent. Notice of any such assignment or transfer shall be furnished to the State. Auditors It is hereby agreed that the Legislative Auditor of the State of Louisiana and/or the Of?ce of the Governor, Division of Administration auditors shall have the option of auditing all accounts of Contractor which relate to this contract. Fiscal Funding The continuation of this contract is contingent upon the appropriation of funds to ful?ll the requirements of the contract by the legislature. If the legislature fails to appropriate suf?cient monies to provide for the continuation of the contract, or if such appropriation is reduced by the veto of the Governor or by any means provided in the appropriations act to prevent the total appropriation for the year from exceeding revenues for that year, or for any other lawful purpose, and the effect of such reduction is to provide insuf?cient monies for the continuation of the contract, the contract shall terminate on the date of the beginning of the ?rst ?scal year for which funds are not appropriated. Discrimination Clause The Contractor agrees to abide by the requirements of the following as applicable: Title VI of the Civil Rights Act of 1964 and Title VII of the Civil Rights Act of 1964, as amended by the Equal Employment Opportunity Act of 1972, Federal Executive Order 11246 as amended, the Rehabilitation Act of 1973, as amended, the Vietnam Era Veteran's Readjustment Assistance Act of 1974, Title 1X of the Education Amendments of 1972, the Age Discrimination Act of 1975, the Fair Housing Act of 1968 as amended, and contractor agrees to abide by the requirements of the Americans with Disabilities Act of 1990. Contractor agrees not to discriminate in its employment practices, and will render services under this contract without regard to race, color, religion, sex, national origin, veteran status, political af?liation, or disabilities. Any act of discrimination committed by Contractor, or failure to comply with these statutory obligations when applicable shalt be grounds for termination of this contract. Romotzots Caveon, LLC Continuing Obligation Contractor has a continuing obligation to disclose any suspensions or debarment by any government entity, including but not limited to General Services Administration (GSA). Failure to disclose may constitute grounds for suspension and/or termination of the contract and debarment from future contracts. Eligibility Status Contractor, and each tier of Subcontractors, shall certify that it is not on the List of Parties Excluded from Federal Procurement or Nonprocurement Programs promulgated in accordance with E.0.s 12549 and 12689. "Debarment and Suspension," as set forth at 24 CFR part 24. R07i3012015 Caveon, LLC THUS DONE AND SIGNED AT Baton Rouge. Louisiana on the day. month and year ?rst written above. IN WITNESS WHEREOF. the parties have executed this Agreement. State Agency Signatures ?x/ka? (EEK Patrick Dobard Superintendent Recovery School District WIT SIGNATURES NATURE By? Telephone: 21 5-847-3319 dam Stat?E?t?aerintend?ntof Education *(Contracts exceeding $50,000 require the following additional signatures) President, State Board of Elementary and Secondary Education