School by Design? Statement of Work: Skilled Interpretation Audit Aurora Public Schools, Colorado 2017?2018 School by Design will provide Aurora Public Schools with the 8x!) Skilled interpretation to explore key assets?time, students, staff, and courses?through lenses that matter: optimizing teaching and learning, ef?ciency, and equity and access. The following Statement of Work dated as of October 16, 2017 between the Adams- Arapahoe 28J School District located at 15701 E. 1st Ave, Aurora, CO 80011 and Education by Design, LLC (dba ?School by Design"), a Delaware Limited Liability Company with headquarters at 43 Foundry Avenue Waltham, MA 02453 is governed by Education by Design?s Standard Terms and Conditions attached here to as Appendix A (the ?Standard Terms?). in the case of any conflict between the Standard Terms and this SOW, the Standard Terms shall govern. Adams-Arapahoe 28.! School District School by Design Marcelina Rivera Jack Shaw Chief of Staff EVP ?37 School by Design will provide APS with a one-year renewabte subscription to the SXD Skilled interpretation Audit and Leveraged Change professional services to better understand their current use of assets and explore options for resource allocation and utitization. With the 8x0 Skilled Interpretation Audit, APS will receive: Analytics and Insights: 0 Skilled Interpretation Audit Summary Reports that provide insights into APS?scurrent use of assets through the lenses of optimizing teaching and learning, ef?ciency, and equity and access. Three reports total; one for each lens. 0 Customized Coaching and Analytics Support, for the equivalent of 2 days, provided remotely based on the Skilled Interpretation Audit Summary Reports. On-site coaching can be requested from at an additional cost. Coaching and analytics support includes Audit Results Review with APS lead, stakeholder engagement in SXD audit results, and exploring tools and/or other audit-related tepics as mutually agreed upon. Software Platform: One-year access to the 8x0 software platform populated with district data provided by APS at a mutually agreed?upon date. Protect - Audit Preparation, detailed below, facilitated through phone calls and emails between the Customer Success Manager and APS lead. 0 Technical Support for 8x0 platform access and use as needed via email and phone calls with the Customer Success manager. 0 Quarterly Foilow~upiExecutive Business Review phone calls between APSlead and 8x0 Customer Success Manager. - Webinars on software platform updates and other new offerings, as applicable. With the Leveraged Change Leadership and Change Management Support, APS will receive deeper technical assistance is focused on using audit results to inform strategic planning with a customized work plan that includes the following: 0 Superintendent/Cabinet and P20 Learning Community Director (P2OLCD) support. - Middle school building leadership support. The following further details the 8x0 Skilled Interpretation Audit offerings, broken down by product, services and software platform. will provide APS with a total of three Skiiled interpretation Audit Summary Reports??one for each lens that matters: optimizing teaching and learning, ef?ciency, and equity and access. Each report will highlight key ?ndings from audit and provide customized analytics on key assets~time, students, staff and courses?through its particular lens. SxD?s Skilled interpretation Audit Services include: Project support, which includes facilitating timely implementation and technical support for data collection and software platform access and general use. Coaching and support for understanding and using the 8x0 analytics, as well as guidance for using the software tools to explore resource options and estimate impacts. The following chart provides an overview of how the services work in concert over the course of the year: Preparation Data Collection and will help APS staff collect, cleanse, and validate Handling resource data from 7 middle and ?lgh schools. . Aurora Hiils . Columbia East . Mrachek - No?h South AWCPA 6?12 Central HS Gateway . Hinkley . Rangeview . Vista Peak Prep Activities include: . Virtual kickoff via conference call between Customer Success Manager, Data Integration Specialist, APS lead and APS data lead. Provide Data coliection documentation to support data upload (Data Dictionary, File Templates, FAQs). 4% . Provide virtuat support through district's data coitection (via phone and email). . data quality review and issue remediation. Virtual data review sign~off meeting. Customized Coaching and 8x0 will provide remote coaching for the equivalent of 2 Analytics Support days based on Skilled Interpretation Audit Summary Reports. Support includes: - Audit Results Review with APS lead, Stakeholder engagement in SXD audit results, . Exploring toots, and/or Other audit-related topics as mutually agreed upon. On-site coaching from SXD can be requested at an additional cost Ongoing Technical Support will provide technical support for software access and Supports use as needed via email and phone calls with the Customer Success manager. Quarterly oiiow? Customer Success Manager will facilitate quarterly Ups/Business Review follow?up phone calls with APS lead. Webinars SXD wili facilitate webinars to share software updates and other new offerings, as applicabte. The software provides APS with the ability to expiore how staff, students, time, and courses interact and impact each other to form the teaching and learning environment. The software platform includes: Software reports in chart and data form that show APS?scurrent resource allocation and utilization. Tools that allow users to estimate the potential impacts when resource variables are changed. will provide with software licenses that enable access to the software reports and tools via schoolbydesigncom for up to 10 district users and 5 users per schooi at 12 schools. Software iicenses will run from October 16, 2017 through October 15, 2018. Deeper technical assistance is focused on using audit results to inform strategic planning with a customized work plan that includes the following: Superintendent/cabinet and P20 Learning Directpr (PZOLCD) support Work with district leadership to: - Use audit information to inform strategic planning. include options for improvement at district, middle and high school ievels. 0 Use 8x0 to support the annual budget and scheduling cycle. includes introducing and setting up an annual master schedule planning system that principals can use to create master schedule plans, submit plans to PZOLCDS as part of an approval process, and use as a mechanism for discussing budget/FTE adjustments. Build local capacity to lead this cycle and create a phase?in plan. 0 Train a small set of District-identi?ed expert leaders to use audit data during the annual master schedule planning cycle so they can train other principals to use it as part of an overall district master schedule planning system. Middle building leadership support. Work with selected redesign-oriented middle school principals to: Refresh 2017-18 scenarios with new enrollment/staffing projections, and create new designs for the 201 8~1 9 school year. 0 Use the 8x0 Master Schedule Planning process to create actionable plans for 2018?19, obtain approval from PZOLCDs and district staff as appropriate, and make adjustments while building master schedules. 0 Data cleansing is defined in this contract to mean the transformation of extracted district data into the format required by the 8x0 software. APS will be responsible for helping cleanse the data that will be inputed/imported into the SXD software. SXD will provide support during data cleansing activities, but will not, however, be responsible for the accuracy, integrity or quality of district data. 0 Key APS staff must be available as needed to coordinate and complete data extraction and cleansing, and participate in the data collection process. APS staff assigned to work on this project must know where to ?nd data related to master schedules, district ?nances, staff ailocation and other related information. APS staff will perform these tasks on a mutually agreed upon schedule. 0 APS must provide the data required for delivery of the software, product and services in a format speci?ed by and in a timely manner. Any signi?cant detays in SxD?s access to APS's data may require a change in this contractual agreement to re?ect the additional work necessary to ensure the viability of data for ail subsequent phases of this engagement. Significant delays related to data collection or cleansing may result in the postponement of Skilled interpretation Audit Summary Reports and services, as weil as additional costs. Costs for Skilled Interpretation Audit and Leveraged Change SupportPricing is based on an enrollment estimate of approximately 15,332 students at the 12 schools included in this MOU: 1. Skilled Interpretation Audit pricing includes: Software licenses that enable access to interactive audit reporting and master schedule pre- planning tools via schoolbydesigncom for up to 10 district users and 5 users per school at 12 schools (7 middle, and 5 high schools.) licenses will run from 10/16/17 through 10/15/18. Data aggregation and processing, interpretation Audit reports and consulting, Quarterly Leadership Reviews, and coaching as outlined beiow. 2. Leveraged Change pricing includes: Superintendent/Cabinet and Support - On and off site strategic planning, using to inform district budget and policy decisions, and using Master Schedule Planning systematically to manage the master schedule approval, waiver and adjustment process. - TA provided by: Vicki Philiips, Marilyn Crawford Middle School Building Leadership Support- On~ and off-site support for designing middle schooi schedules using Master Scheduie Planner, including refreshing designs from last year's scenario work and supporting principals as they create new designs. - TA provided by: Marilyn Crawford, Jack Shaw Total days: 10 days on-s/te, 10 days off-site platform, 15,332 $2.75 $42,163.00 Interpretation Audit, reports, and tools amounted price for M331 List price $4/siudenz? Leveraged Change Support Customized 1 $40,000.00 $40,000.00 coaching, analytics, strategic planning support, customized strategic planning Total $82,1 63.00 Actual costs will be computed based on audit enrollment values determined during data cciiection. Any discrepancies between initial enrollment estimates and veri?ed enrollment will be handled via a project change request that addresses the difference a rate of $2.75/student. AURORA PUBLIC SCHOOLS Signature Date Marae: in tv era. hey, goof/L Name Titie EDUCATION BY DESIGNQmaw/ \wla 0:0 Nam Title 1. Scope. and Customer wish to enter into the agreement created by the attached statement of work (the and this Agreement. pursuant to which will deliver project management. consulting services and software to the Customer and its member school districts. as speci?ed on the SOW (collectivety. the "Products"). 2 . License. Subject to the terms and conditions of this Agreement. grants to Customer a non-exclusive. non-transferable, non- 5ublicenseable license to access and use. and permit Authorized Users to access and use the Products soleiy in the US. during the Term for the number of Authorized Users speci?ed in the SOW for whom Customer has paid the applicable fees to ?Authorized User" means an individual teacher or other personnel employed by Customer or its member districts whom Customer permits to access and use the Products subject to the terms and conditions of this Agreement. and sotely while such individuat is so employed or so registered. Each Authorized User's access and use of the Products strait be subject to SxD's standard Terms of Use. in addition to the terms and conditions of this Agreement. and violations of such terms may resuit in suspension or termination of the appticabte account. 3 . Restrictions. Customer shatl access and use the Products solely for non-commercial instructional and administrative purposes of Customer or its member districts. Further. Customer shall not. except as expressly authorized or directed by copy. modify. transiate. distribute. disctose or create derivative works based on the contents of. or sail. the Products. or any part thereof; decomoiie. disassemble or otherwise reverse engineer the Products or otherwise use the Products to develop functionally similar products or services; modify. alter or delete any of the copyright. trademark. or other proprietary notices in or on the Products; rent. lease or land the Products or use the Products for the bene?t of any third party; avoid, circumvent or disable any security or digitai rights management device. procedure. protocol or mechanism in the Products; or permit any Authorized User or party to do any of the foregoing. Customer also agrees that any works created in violation of this section are derivative works. and. as such, Customer agrees to assign. and hereby assigns, all right, titte and interest therein to The Products and derivatives thereof may be subject to export laws and regulations of the US. and other jurisdictions. Customer may not export any Product outside of the US Further. Customer will not permit Authorized Users to access or use any Product in a U.S.~embargoed country or otherwise in violation of any US. export law or regulation. The software and associated documentation portions of the Products are "commercial items" (as de?ned at 48 CFR comprising "commercial computer software" and "commercial computer software documentation," as those terms are used in 48 CFR 12.212. Accordingty. if Customer is the US. Government or its contractor. Customer will receive onty those rights set forth in this Agreement in accordance with 48 CFR 22712012271204 (for Department of Defense and their contractors) or 48 CFR 12212 (for other US. Government licensees and their contractors). 4. Reservation of Rights. SUBSCRIPTION PRODUCTS ARE NOT SOLD. Subject to the limited rights expressly granted hereunder. all rights. title and interest in and to at] Products. including all related lP Rights. are and shatl remain the sets and exclusive property of 8x0 or its third-party iicensors. "tP Rights" means. coltectively, rights under patent. trademark, copyright and trade secret laws. and any other intetlectoai property or proprietary rights recognized in any country or jurisdiction wortdwide. Customer shall notify of any violation of SxD's i9 Rights in the Products, and shall reasonably assist as necessary to remedy any such vioiation. 5. Payments. in consideration of the Products. Customer will pay to the fees speci?ed in the 80W in fuil within 30 days of the date of invoice. except as otherwise agreed by the parties or for these amounts that are subject to a good faith dispute of which Customer has noti?ed SXD in writing. Customer shall be responsible for alt state or iocai sates, use or gross receipts taxes, and federal excise taxes unless Customer provides 8x0 with a then-current tax exemption certi?cate in advance of the delivery. iicense or performance of any Product, as applicable. Products be shipped FOB origin in the US and are deemed accepted by Customer upon receipt. Upon acceptance, orders are non-refundable. non-returnable and non?exchangeable, except in the case of defective or missing materials reported by Customer within 14 days of receipt. 5. Account information. For subscription Products, the authentication of Authorized Users is based in part upon information supplied by Customer or Authorized Users, as applicable. Customer will and will cause its Authorized Users to provide accurate information to 8x0 or a third-party authentication service as applicabte, and report any changes to such information, not share or allow others to use their account. (0) maintain the con?dentiality and security of their account information, and use the Products soieiy via such authorized accounts. Customer agrees to notify immediately of any unauthorized use of its or its Authorized Users' accounts or rotated authentication information. wtil not be responsible for any losses arising out of the unauthorized use of accounts created by or for Customer and its Authorized Users. 7. Con?dentiality. Customer acknowledges that, in connection with this Agreement, 8x0 has provided or wili provide to Customer and its Authorized Users certain sensitive or proprietary information, inctuding software. source code, assessment instruments, research, designs, methods, processes, customer lists. training materials. product documentation, know-how and trade secrets, in whatever form (?Con?dential information"). Customer agrees not to use Con?dentiat information for any purpose other than use of the Products in accordance with this Agreement and to take alt steps reasonably necessary to maintain and protect the Con?dential Information of Bid) in strict con?dence. Con?dentiat information shall not include information that, as evidenced by Customer?s contemporaneous written records: is or becomes pubticly available through no fault of Customer; (ii) is rightfulty known to Customer prior to the time of its disclosure; has been independently developed by Customer without any use of the Confidential information; or (iv) is subsequently learned from a third party not under any con?dentiality obligation. 8 . Student Data. The parties acknowledge and agree that Customer is subject to federai and local laws relating to the protection of personatiy identi?able information of students including the Family Educational Rights and Privacy Act and that is obtaining such Pii as a ?school of?ciai" under Section 99.31 of FERPA for the purpose of providing the Products hereunder. Subject to the terms and conditions of this Agreement, Sxi) will not take any action to cause Customer to be out of compliance with FERPA or other applicable iaws relating to customer privacy poiicy at will govern coilection, use and disclosure of student information collected or stored on behalf of Customer under this Agreement. 9. Customer Materials. Customer represents, warrants and covenants that it has all the necessary rights. including consents and iP Rights, in connection with any data. information. content and other materials provided to or collected by SXD on behaif of Customer or its Authorized Users using the Products or otherwise in connection with this Agreement Customer Materials"), and that SXD has the right to use such Customer Materials as contemplated hereunder or for any other purposes required by Customer. Customer is solely responsible for the accuracy, integrity. completeness, quality, tegality and safety of such Customer Materiats. Customer is responsible for meeting hardware. software, telecommunications and other requirements listed at 0 . Warranty Disclaimer. PRODUCTS ARE PROVIDED AND WITHOUT WARRANTY OF ANY KIND BY SXD. SXD EXPRESSLY DISCLAIMS ALL WARRANTIES. EXPRESS OR IMPLIED, ENCLUDING ANY WARRANTY AS TO TITLE, NON- INFRINGEMENT. MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. CUSTOMER ASSUMES RESPONSIBILITY FOR SELECTING THE PRODUCTS TO ACHIEVE INTENDED RESULTS AND FOR THE ACCESS AND USE OF THE PRODUCTS, INCLUDING THE RESULTS OBTAINED FROM THE PRODUCTS. WITHOUT LIMITING THE FOREGOING, SXD MAKES NO WARRANTY THAT THE PRODUCTS WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR WILL MEET REQUIREMENTS. SXD IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY THIRD PARTY CONTENT OR SOFTWARE INCLUDED IN PRODUCTS, INCLUDING THE ACCURACY. INTEGRITY. COMPLETENESS. QUALITY. LEGALITY. USEFULNESS OR SAFETY OF. OR IF RIGHTS RELATING TO, SUCH THIRD PARTY CONTENT AND SOFTWARE. ANY ACCESS TO OR USE OF SUCH THIRD PARTY CONTENT AND SOFTWARE MAY BE SUBJECT TO THE TERMS AND CONDITIONS AND INFORMATION COLLECTION, USAGE AND DISCLOSURE PRACTICES OF THIRD PARTIES. THIS AGREEMENT DOES NOT CREATE ANY RELATIONSHIP BETWEEN CUSTOMER AND ANY PROVIDER OF THIRD PARTY CONTENT AND SOFTWARE, AND NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY SXD WITH RESPECT TO ANY THIRD PARTY CONTENT OR SOFTWARE. 11. Limitation of Liabitity. IN NO EVENT SHALL SXD BE LIABLE TO CUSTOMER OR TO ANY AUTHORIZED USER FOR ANY INCIDENTAL, SPECIAL. CONSEQUENTIAL. RELIANCE OR COVER DAMAGES. DAMAGES FOR LOST PROFITS. LOST DATA OR LOST BUSINESS. OR ANY OTHER INDIRECT DAMAGES, EVEN IF SXD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ENTIRE TO CUSTOMER OR ANY AUTHORIZED USER ARISING OUT OF PERFORMANCE OR NONPERFORMANCE BY SXD OR IN ANY WAY RELATED TO THE SUBJECT MATTER OF AGREEMENT. REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT. TORT. STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE OF OR ANY AUTHORIZED DIRECT DAMAGES UP TO THE FEES PAID BY CUSTOMER TO SXD FOR THE AFFECTED PORTION OF THE PRODUCTS IN THE PRIOR 12 UNDER NO CIRCUMSTANCES SHALL SXD BE LIABLE FOR ANY CONSEQUENCES OF ANY UNAUTHORIZED USE OF THE PRODUCTS THAT VIOLATES THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION. 1 2. Term; Termination . This Agreement wilt be in effect for the duration speci?renewed or extended by mutuai agreement of the parties. Without prejudice to any rights either party may have under this Agreement, in law, equity or othenvise, a party shall have the right to terminate this Agreement if the other party (or in the case of an Authorized User) materially breaches any term, provision. warranty or representation under this Agreement and fails to correct the breach within 30 days of its receipt of written notice thereof. Upon termination. Customer wilt: cease using the Products, return, purge or destroy (as directed by all copies of any Products and, if so requested, certify to Bid) in writing that such surrender or destruction has occurred, pay any fees due and owing hereunder, and not be entitled to a refund of any fees previously paid, unless such fees were paid in advance for services not yet rendered at the time of termination Customer will be responsible the cost of any continued use of Products following such termination. Upon termination, will return or destroy any Pit of students provided to hereunder. Notwithstanding the foregoing, nothing shall require to return or destroy any data that does not include Pll, including de-identi?ed information or data that is derived from access to Pil but which does not contain Pit. Sections 3-13 shall survive the termination of this Agreement 1 2 . Miscellaneous. This Agreement, including all addendums, attachments and the SOW, as applicable, constitutes the entire agreement between the parties relating to the subject matter hereof. The provisions of this Agreement shatl supersede any conflicting terms and conditions in any Customer purchase order, other correspondence or verbal communication and shall supersede and cancel all prior agreements, written or oral. between the parties relating to the subject matter hereof. This Agreement may not be modi?ed except in writing signed by both parties. All de?ned terms in this Agreement shall apply to their singular and plural forms, as applicable. The word ?including" means "including without limitation," This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the choice of iaw rutes thereof. This Agreement will be binding upon and inure to the bene?t of the parties and their respective successors and assigns, The parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one party as an employee, agent, joint venture partner or servant of another. Each party is solely responsibie for ail of its employees and agents and its iabor costs and expenses an?sing in connection herewith. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by Customer or any Authorized User without the prior written consent of 8x0. if one or more of the provisions contained in this Agreement shall for any reason he held to be unenforceabte at law, such provisions shall be construed by the appropriate judicial body to limit or reduce such provision or provisions so as to be enforceable to the maximum extent compatible with applicable law. Sxi} snail have no liability to Customer or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonabie control, including acts of God or nature, tires, ?oods, strikes, civil disturbances or terrorism or interruptions in power, communications, satellites, the internet or any other network.