DocuSign Envelope ID: 7A6B0421-EE95-4574-A36D-5DE444206130 BOARD OF EDUCATION CONTRACT SUMMARY FROM: METROPOLITAN BOARD OF PUBLIC EDUCATION TO: Talia Lomax-O’dneal, Director Metropolitan Department of Finance Contract Number: 2-276664-01 Start Date: 11/30/2016 End Date: 6/30/2019 Contractor: Performance Matters LLC Address: Scottsdale, AZ PURPOSE OF CONTRACT: Contractor-hosted web-based software platform for managing, administering, and analyzing on-line assessments._________________________________________________________________ DOES THIS CONTRACT/AMENDMENT REQUIRE FUNDS AUTHORIZATION BY THE MBPE? YES Board Approval Date: 11/29/2016 IS THIS CONTRACT WITH A FEDERAL, STATE, OR PUBLIC AGENCY: INTERGOVERNMENTAL CONTRACT? NO IS THIS A REVENUE CONTRACT (BOARD OF EDUCATION WILL RECEIVE FUNDS)? NO GRANT SUMMARY (IF APPLICABLE) Grant Name: ___________________________ IF CONTRACT: Amount expected to receive: $________ Business unit to which it will be deposited: ________________ Are matching funds required? YES/NO If yes, amount of obligation: $________ If yes, specify fund that is being obligated: ______________ Amount obligated for current fiscal year: Account number: __________ Fund number: __________ MNPS Contact: Paul Changas Phone Number: 615-259-8425 Revised 8/30/2014 $ 23,250 (FY 2016-2017) $ 953,250 (future years) Contract Agent: Gary Appenfelder Phone Number: 615-259-8533 DocuSign Envelope ID: 7A6B0421-EE95-4574-A36D-5DE444206130 Contract Number: 2-276664-01 CONTRACT BETWEEN THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY BY AND THROUGH THE METROPOLITAN BOARD OF PUBLIC EDUCATION AND PERFORMANCE MATTERS LLC FOR PURCHASE OF SERVICES This contract (“Contract”) is entered into by and between Metropolitan Government of Nashville and Davidson County by and through the Metropolitan Board of Public Education (“MBPE” or “MNPS”) and Performance Matters LLC, 8860 E. Chaparral Road, Suite 100, Scottsdale, AZ 85250 (“Contractor”). This Contract consists of the following: a) b) c) This document Exhibit A: Contractor’s Proposal dated November 18, 2016, Exhibit B: Contract between The School Board of Orange County, Florida and Performance Matters dated July 19, 2013. In the event of conflicting provisions, all documents shall be construed according to the following priorities: a) any properly executed amendment or change order to this Contract, (most recent with first priority), b) this document (including Exhibit A), c) Exhibit B. 1. Terms and Conditions. In addition to the terms listed in this document, the terms in Exhibit B apply and are incorporated by reference into this contract unless there is a conflict of terms. In the event of any such conflict, the terms of this document shall prevail. 2. Duties and Responsibilities of Contractor. 3. a) Contractor agrees to provide and MNPS agrees to purchase the services provided in Exhibit A , incorporating an Authoring platform, Test Element Bank, Assessment Delivery and Reporting System License, Maintenance, Support, and Professional Services, via Contractor’s Hosting Environment. b) Services provided under this Contract will be ordered and supplied on an as needed basis only. Nothing in this Contract shall be construed as a minimum guarantee of services to be ordered from Contractor. Term. a) The term of this Contract will begin November 30, 2016 and end June 30, 2019 (“Initial Term”). b) The term of this Contract may be extended by mutual agreement between the parties and execution of an Amendment to this Contract in accordance with section 23 herein. c) In no event shall the term of this Contract exceed five (5) years. Revised 10/27/2016 Page 1 of 7 DocuSign Envelope ID: 7A6B0421-EE95-4574-A36D-5DE444206130 Contract Number: 2-276664-01 4. Delivery/Commencement of Services. Commencement of services under this Contract will begin at a date within the Term of this Contract and as mutually agreed upon by the parties. All delivery of services shall be made pursuant to a written purchase order issued by MNPS, which assumes no liability for any services delivered without such purchase order. 5. Compensation. 6. a) Contractor shall to be paid the fees and rates contained in Exhibit A upon receipt of invoice. b) Subscription Fees listed in Exhibit A are for the Initial Term of this Contract. The fee may increase 3% annually at the expiration of the Initial Term. c) Invoices are to be submitted to the MNPS Executive Director of Research, Assessment, and Evaluation for review and approval. Payment of invoices may be withheld if documentation is not sufficient. Payment will be authorized only for the approved portion of each invoice. MNPS may request additional documentation or explanation regarding services at any time and Contractor shall respond to such requests promptly with such additional information as MNPS may require. d) There will be no other charges or fees for the performance of this Contract. MNPS will make payments within 30 days of receipt of invoice. e) Total compensation for this Contract shall not exceed $1,000,000. Contractor Performance Evaluation. a) The MNPS Executive Director of Research, Assessment, and Evaluation will be responsible for performing and documenting Contractor’s performance evaluation during the term of this Contract. b) Contractor performance will be evaluated based on: i) Timeliness and effectiveness of initial system implementation ii) Ease of use and effectiveness of the system functional features iii) Responsiveness to issues and customer support. 7. MNPS Right to Inspect. MNPS shall have the right to inspect any facility or project site, upon reasonable notice to Contractor, where the products/services provided under this Contract are to be produced/performed. 8. Taxes. MNPS shall not be responsible for any taxes that are imposed on Contractor. Furthermore, Contractor understands that it cannot claim exemption from taxes by virtue of any exemption that is provided to MNPS. 9. License. a) Contractor warrants and represents that it is the owner of or otherwise has the right to and does hereby grant MNPS a license to use any software provided for the purposes for which the software was obtained. Contractor grants to MNPS a limited, nonexclusive, non-transferable license to access and use software and Product(s) for the number of users and for the subscription term specified in Exhibit A. This license is solely for MNPS’ internal educational and training purposes. Revised 10/27/2016 Page 2 of 7 DocuSign Envelope ID: 7A6B0421-EE95-4574-A36D-5DE444206130 Contract Number: 2-276664-01 b) MNPS represents and warrants that MNPS has appropriate rights to any data and content MNPS uploads or enters into the Site or a Product (“Customer Data”). Contractor will adopt, implement and maintain commercially reasonable security measures and procedures (including, firewalls, passwords, encryption, commercially available virus protection, access and use of adequate back-up computer servers, and periodic back-up of data) on a continuing basis. 10. Copyright, Trademark, Service Mark, or Patent Infringement. a) Contractor shall, at its own expense, be entitled to and shall have the duty to defend any suit which may be brought against MNPS to the extent that it is based on a claim that the products or services furnished infringe a copyright, Trademark, Service Mark, or patent. Contractor shall further indemnify and hold harmless MNPS against any award of damages and costs made against MNPS by a final judgment of a court of last resort in any such suit. MNPS shall provide Contractor immediate notice in writing of the existence of such claim, and full right and opportunity to conduct the defense thereof, together with all available information and reasonable cooperation, assistance and authority to enable Contractor to do so. No costs or expenses shall be incurred for the account of Contractor without its written consent. MNPS reserves the right to participate in the defense of any such action. Contractor shall have the right to enter into negotiations for and the right to effect settlement or compromise of any such action, but no such settlement or compromise shall be binding upon MNPS unless approved by the Metropolitan Department of Law Settlement Committee and, where required, the Metropolitan Council. b) If the products or services furnished under this Contract are likely to, or do become, the subject of such a claim of infringement, then without diminishing Contractor's obligation to satisfy the final award, Contractor may at its option and expense: c) i) Procure for MNPS the right to continue using the products or services, or ii) Replace or modify the alleged infringing products or services with other equally suitable products or services that are satisfactory to MNPS, so that they become non-infringing, or iii) Remove the products or discontinue the services and cancel any future charges pertaining thereto, provided, however, that Contractor will not exercise option b.iii. until Contractor and MNPS have determined that options b) i) and b) ii) are impractical. Contractor shall have no liability to MNPS, however, if any such infringement or claim thereof is based upon or arises out of: i) The use of the products or services in combination with apparatus or devices not supplied or else approved by Contractor, or ii) The use of the products or services in a manner for which the products or services were neither designated nor contemplated, or iii) The claimed infringement in which MNPS has any direct or indirect interest by license or otherwise, separate from that granted herein. 11. Termination for Breach. Should either party fail to fulfill in a timely and proper manner its obligations under this Contract or if it should violate any of the terms of this Contract, the other party shall have the right to immediately terminate this Contract if the breaching party has not corrected the cause of the breach to the satisfaction of the other party within thirty (30) days of Revised 10/27/2016 Page 3 of 7 DocuSign Envelope ID: 7A6B0421-EE95-4574-A36D-5DE444206130 Contract Number: 2-276664-01 written notification of the breach by the other party. It shall also be considered a breach of Contract if a party becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in bankruptcy is filed with respect to that party and is not dismissed within thirty (30) days. Contractor may temporarily suspend the Service or remove the applicable MNPS Data, or both, if Contractor in good faith believes that MNPS has violated any Applicable Law as part of using Contractor’s System. 12. Termination for Funding. In the event MNPS, in its sole discretion, does not or cannot obtain or continue the funding for this Contract from any source or sources at an aggregate level sufficient to allow for payment for the Work, MNPS may exercise one of the following alternatives: (1) terminate this Contract effective upon a date specified in a Termination Notice; or (2) continue this Contract by reducing, through written notice to Contractor, the amount of this Contract and the scope of work, consistent with the nature, amount, and circumstances of the loss of funding. Any termination or reduction of this Contract pursuant to this subsection shall not affect any obligations or liabilities of either Party accruing prior to such termination or reduction. MNPS shall not face any liability or penalty as a result of such termination or reduction of this Contract. If MNPS terminates this Contract due to lack of funding, MNPS agrees not to acquire similar services from a third party for the remainder of the Term of the Contract. 13. Termination for Convenience. MNPS may terminate this Contract at any time upon thirty (30) days written notice to Contractor. Contractor shall be paid in full for all authorized expenditures and services satisfactorily provided to date, but in no case shall MNPS be liable to Contractor for compensation for any service which has not been rendered. A termination for convenience shall not be a breach of this Contract by MNPS. The final decision as to the amount, for which MNPS shall be liable, shall be determined by MNPS. Contractor shall not have any right to any actual general, special, consequential, incidental, or any other damages whatsoever of any description or amount for MNPS’ exercise of its right to terminate for convenience. 14. Effect of Termination. Upon termination or expiration of this Contract, (a) Contractor will end MNPS’ Subscription, and terminate MNPS’ access to the Site, Services, Products, and related software, (b) MNPS will immediately pay any fees due and owing prior to the termination date, and (c) upon written request of MNPS, Contractor will make the Site and any Product available for MNPS to export MNPS data for 60 days after termination. 15. Compliance with Laws. Contractor agrees to comply with any applicable federal, state and local laws and regulations. 16. Notices and Designation of Agent for Service of Process. Notice of assignment of any rights to money due to Contractor under this Contract MUST be mailed or hand delivered to the attention of the DIRECTOR OF FINANCIAL OPERATIONS, FINANCIAL OPERATIONS, METROPOLITAN BOARD OF PUBLIC EDUCATION, 2601 BRANSFORD AVENUE, NASHVILLE, TN 37204, with a copy to the recipient for MNPS notices listed below. a) All other notices to MNPS shall be mailed or hand delivered to: Department: Purchasing Attention: Director of Purchasing Address: 2601 Bransford Avenue Nashville, TN 37204 Phone: (615) 259-8400 E-mail address: purchasing@mnps.org Revised 10/27/2016 Page 4 of 7 DocuSign Envelope ID: 7A6B0421-EE95-4574-A36D-5DE444206130 Contract Number: 2-276664-01 b) Notices to Contractor shall be sent to: Contractor: Performance Matters LLC Address: 7730 Union Park Avenue, Suite 500 Sandy, UT 84047 Phone: ( ) E-mail address: legal@performancematters.com c) Contractor’s Federal Tax ID # 87-0647151. 17. Maintenance of Records. Contractor shall maintain documentation for all charges against MNPS. The books, records, and documents of Contractor, insofar as they relate to work performed or money received under the Contract, shall be maintained for a period of five (5) full years from the date of final payment and will be subject to audit, at any reasonable time and upon reasonable notice by MNPS or its duly appointed representatives. The records shall be maintained in accordance with generally accepted accounting principles. 18. Insurance. During the term of this Contract, Contractor shall maintain comprehensive general liability insurance, automobile liability insurance, and, if necessary, commercial umbrella insurance, each with limits not less than one million dollars ($1,000,000.00), each occurrence. The METROPOLITAN BOARD OF PUBLIC EDUCATION, 2601 BRANSFORD AVENUE, NASHVILLE, TN 37204 shall be included as an additional insured on the comprehensive general liability policy. Commercial general liability shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to MNPS. There shall be no endorsement or modification to make insurance excess over other available insurance. Contractor shall maintain workers’ compensation insurance with statutory limits as required by the State of Tennessee or other applicable laws and employers’ liability insurance with limits of not less than five hundred thousand dollars ($500,000). A certificate of insurance, in a form satisfactory to MNPS, evidencing said coverage shall be provided to MNPS prior to commencement of performance of this Contract. Throughout the term of this Contract, Contractor shall provide an updated certificate of insurance upon expiration of the current certificate. MNPS is part of a metropolitan form of government as set out under the Governmental Tort Liability Act in T.C.A. § 29-20-101, et seq., and as such has its liability limits defined by law. MNPS carries no insurance and is self-insured in an adequately funded Self-Insurance Program, up to the limits as set out by the statute. 19. School District Statutory Immunity. Any other term, covenant, or condition of this Contract to the contrary notwithstanding, the School District, its officers, employees and agents, and the members of the Board of Education, retain their statutory governmental, official, and any other immunity provided pursuant to the laws of the State of Tennessee, including under T.C.A. 29-20-101 et seq., and do not waive the defenses of governmental and official immunity derived from such laws. The School District does not waive for itself or its officers, employees, agents, or for members of the Board of Education, any other defenses or immunities available to it or any of them. 20. Compliance with the Americans with Disabilities Act. Contractor will provide assurances that it does not discriminate on the basis of disability in admission to, access to, or operations of its program, services, or activities, including hiring or employment practices. The Contractor will insure that qualified applicants and participants with disabilities in its services, programs, or activities have communication access that is equally Revised 10/27/2016 Page 5 of 7 DocuSign Envelope ID: 7A6B0421-EE95-4574-A36D-5DE444206130 Contract Number: 2-276664-01 effective as that provided to people without disabilities. Information shall be made available in accessible formats and auxiliary aids and services shall be provided upon the reasonable request of a qualified person with a disability. 21. Governing Law/Venue. The validity, construction and effect of this Contract and any and all extensions and/or modifications thereof shall be governed by the laws of the State of Tennessee. Tennessee law shall govern regardless of any language in any attachment or other document that the Contractor may provide. Any action between the parties arising from this Contract shall be maintained in the courts of Davidson County, Tennessee. 22. Entire Contract. This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and shall govern the respective duties and obligations of the parties. 23. Modification of Contract. This Contract may be modified only by written amendment executed by all parties and their signatories hereto. 24. Effective Date. This Contract shall not be binding upon the parties until it has been signed first by the Contractor and then by the authorized representatives of MNPS and the Metropolitan Government and has been filed in the office of the Metropolitan Clerk. When it has been so signed and filed, this Contract shall be effective as of the date first written above. Revised 10/27/2016 Page 6 of 7 DocuSign Envelope ID: 7A6B0421-EE95-4574-A36D-5DE444206130 Contract Number: 2-276664-01 THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY BY AND THROUGH THE METROPOLITAN BOARD OF PUBLIC EDUCATION: APPROVED: FILED IN THE OFFICE METROPOLITAN CLERK: OF THE ________________________________ Chair, MBPE RECOMMENDED: Date Filed: ______________________ ________________________________ Director of Purchasing, MNPS ________________________________ Department Head, MNPS PERFORMANCE MATTERS LLC: By: _________________________________ ________________________________ Executive Staff Member, MNPS APPROVED FUNDS: AS TO Name: _______________________________ AVAILABILITY OF Account Number ________________________________ Chief Financial Officer, MNPS ________________________________ Metropolitan Director of Finance APPROVED AS TO INSURANCE: ________________________________ Metropolitan Director of Insurance APPROVED AS TO FORM AND LEGALITY: ________________________________ Metropolitan Attorney Revised 10/27/2016 Page 7 of 7 Title: ________________________________ DocuSign Envelope ID: 7A6B0421-EE95-4574-A36D-5DE444206130 TRUENOR-02 SHAIKHTA DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 8/25/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT Willis Towers Watson Certificate Center NAME: FAX PHONE (A/C, No): (A/C, No, Ext): (877) 945-7378 E-MAIL ADDRESS: certificates@willis.com PRODUCER Willis of New Jersey, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 37230-5191 (888) 467-2378 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Transportation Insurance Company 20494 20443 INSURER B : Continental Casualty Company INSURER C : American Casualty Company of Reading, PA 20427 INSURED Performance Matters LLC 7730 South Union Park Avenue Suite #500, 5th Floor Sandy, UT 84047 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR A TYPE OF INSURANCE X ADDL SUBR INSD WVD POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE X B 6011429914 OCCUR 04/30/2016 01/01/2017 GEN'L AGGREGATE LIMIT APPLIES PER: PROX LOC POLICY X JECT LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ HIRED AUTOS X UMBRELLA LIAB 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 $ B 6011429914 ANY AUTO ALL OWNED AUTOS X $ MED EXP (Any one person) OTHER: AUTOMOBILE LIABILITY A $ X 04/30/2016 01/01/2017 SCHEDULED AUTOS NON-OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) $ 1,000,000 $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ EACH OCCURRENCE $ AGGREGATE $ $ B C EXCESS LIAB X OCCUR B 6011145358 CLAIMS-MADE 10,000 X RETENTION $ DED WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below 04/30/2016 01/01/2017 3,000,000 3,000,000 $ X WC611430013 04/30/2016 01/01/2017 PER STATUTE OTHER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ 1,000,000 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER Proof of Coverage CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 7A6B0421-EE95-4574-A36D-5DE444206130 WILLIS TOWERS WATSON CANCELLATION NOTICE NAMED INSURED POLICY NO. Performance Matters LLC 7730 South Union Park Avenue Suite #500, 5th Floor Sandy, UT 84047 B 6011429914 B 6011145358 WC611430013 EFFECTIVE DATE SEE PAGE 1 Holder Name: Proof of Coverage Project: RE: RFP for Knox County TN - RFP Number 2436. Cancellation Terms: IN ADDITION TO THE NOTICE PROVISIONS IN THE POLICY, WILLIS TOWERS WATSON HAS AGREED WITH THE CARRIER THAT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, WILLIS TOWERS WATSON WILL SEND WRITTEN NOTICE TO THE CERTIFICATE HOLDER WITHIN 30 DAYS EXCEPT FOR NONPAYMENT OF PREMIUM. WILLIS TOWERS WATSON WILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED. Cancellation Terms Apply to the Following Coverages: General Liability Auto Liability Umbrella Liability Workers Compensation Willis 102 DocuSign Envelope ID: 7A6B0421-EE95-4574-A36D-5DE444206130 Contract Number: 2-276664-01 Exhibit A EXHIBIT A FEES, IMPLEMENTATION REQUIREMENTS and PRICING District Pricing Summary: a. Standard system concurrency user rate is 10% of all portal users. b. The Products are provided with “AS IS” functionality available on the Effective Date of this Agreement. c. No custom work is included in the listed price. 1. SITE IMPLEMENTATION FEES. The Site Implementation Fees are based on the standard hours required by PM to perform the Baseline Site setup. Any additional hours needed to complete the Baseline Site setup will be addressed in a SCR to be agreed upon and executed by the parties. Implementation fees are detailed in the chart below: Site Implementation Services Scan Engine License, SIS Integration, Active Directory Federation Services Hours N/A Total of all Site Implementation Services: Fee $16,000.00 $16,000.00 2. TRAINING SERVICES. Training services are to be ordered, scheduled and billed on as as-needed basis. Billing is due upon delivery of ordered training services. Training Services Quantity One-hour webinar for up to 1,000 attendees 11 Onsite Training Class for up to 20 participants 20 Onsite Certification Training Class 10 Video Tutorial Library, Context-Sensitive Online Help N/A Total of all Training Services: Fee $3,575.00 $48,000.00 $43,200.00 $0.00 $94,775.00 3. SUBSCRIPTION FEES. Annual Subscription Fee rates listed in the chart below are for the Initial Term of the Contract and include hosting services. Calculated fees in the chart are based on estimated numbers of employees and observers. Actual fees are to calculated using the rates shown below and actual numbers of employees and observers determined by MNPS. Subscription fees are due and billable at the beginning of each Subscription Term. Product Unify Assessment and Analytics – 12 Priority Schools - $4.50 per student, 5,000 Students Unify Analytics – District Wide - $1.50 per student, 81,000 Students Unify Assessment and Analytics – District Wide - $4.50 per student, 86,000 Students Unify Assessment and Analytics – District Wide - $4.50 per student, 86,000 Students Subscription Term January 1, 2017 – June 30, 2017 Subscription Fee $11,250.00 January 1, 2017 – June 30, 2017 $60,750.00 July 1, 2017 – June 30, 2018 $387,000.00 July 1, 2018 – June 30, 2019 $387,000.00 Total Subscriptions Revised 10/27/2016 Page 1 of 1 $846,000.00 DocuSign Envelope ID: Agreement By and Between The School Board of Orange County, Florida Arid Performance Matters, LLC Authoring Platform, Test Element Bank, and Assessment Delivery and. Reporting System Software License, Maintenance, Support, and Professional Services This Agreement ("Agreement?) is made as of the 19th day of July, 2013 by and between The School Board of Orange County, Florida, a political subdivision of the State of Florida, located at 445 West Amelia Street, Orlando, FL 32801 hereinafter referred to as ?8800? and Performance Matters, LLC a Florida Limited Liability Company located at 1600 Lee Road, Winter Park, FL 32789, hereinafter referred to as WITNESSETH: WHEREAS, SBOC desires to secure contractual relationships for the purpose of obtaining services incorporating an Authoring Platform, Test Element Bank, and Assessment Delivery and Reporting System License, Maintenance, Support, and Professional Services, via a Hosting Environment; WHEREAS, PM has the facilities, staff, software application, and expertise to provide services as outlined in the Request For Proposal and this Agreement; and NOW THEREFORE, for good and valuable consideration and the mutual promises contained herein, the parties agree as follows: ARTiClgg 1 DEFINITIONS The following definitions of terms associated with this Agreement are provided to establish a common understanding between both parties to this Agreement, as to the intended application, interpretation, and usage of terms in connection with this Agreement. shall mean the conduct of the series of tests and protocols specified in the Documentation for a particular Deliverable, the successful completion of which signify the successful delivery of such Deliverable. in the case of a documentary Deliverable, the Acceptance Test for such Deliverable shall mean the review by the District of such documentary Deliverable and certification that such Deni/arable complies in all material respects with the requirements for such documentary Deliverable. refers to the executed Agreement by and between 8800 and PM. means a written document authorized by the parties to this Agreement which, when executed by both parties, sets forth any changes to that certain scope of professional services (?Services?), attached hereto as Exhibit and incorporated herein by reference, that contemplates a change in the Services, work, and materials to be provided and performed by PM pursuant to this Agreement, sets forth the basis of compensation due to PM of, and sets forth the time period and/or schedule for performance and completion thereof. For purposes hereof, ?Confidential information" shall mean any non?public information of the other party that is designated as confidential, or that the receiving party knew or reasonably should have known was confidential because it derives independent value from not being generally known to the public. Confidential information shall not include any information which: a party can demonstrate was rightfully in its possession prior to the date of disclosure to it by the other party; (is) at the time of disclosure or later, is published or becomes part of the public domain through no act or failure to act on the part of a party; a party has developed independently without reference to any Confidential 1 304078 DocuSign Envelope ID: information of the other party; (at) a party can demonstrate such information came into its possession from a third?party who had a bona fide right to make such information availabie; or is subject to the Fiorida Public Records Law, Chapter 119, Fiorida Statutes or any other information required to be disclosed by a valid court order or agency of government. shaii mean a characteristic or condition of the Licensed Software or any customizations which resuits in the failure of such software to operate in accordance with the Specifications andlor which results in the input, storage, computation, transfer or dispiay of erroneous information. Defects shall be characterized by their severity as set forth in the Software Maintenance Services Agreement. ?Deliverable? shaii mean any unit of work required to be deiivered by PM to the District as set forth on Exhibit hereto. ?Delivery? of a Deiiverable shall be deemed to have taken place (or the Deiiverable shalt have been deemed ?Delivered?) as foilows: a. In the case of items to be deiivered in tangible form, upon the transfer of possession of the item to the control of the respective District personnei designated to receive such possession at the designated time and place, or if no piece is designated at such person?s office. b. In the case of items to be delivered by electronic transmission, upon the successful completion of such transmission to the designated District computer and District verification of the accuracy of such transmission. In the case of items for which payment is conditioned upon the compietion of an acceptance test, upon the certification by the designated agent or empioyee of the District that such acceptance test has been compieted to the reasonabie satisfaction of such agent. c. in alt other cases, upon the completion of the Services encompassed by such Deiiverabie in all materiai respects as set forth in the applicable scheduie to this Contract. ?Documentation? shall mean all operator guides, operating procedures (including any special year-end procedures), user manuais, training aids, instaiiation guides, functional and detaiied specifications and other technical documents with respect to a Deliverable or any portion or component thereof. ?District? shaii mean the Schooi Board of Orange County, Florida each and every subdivision or unit thereof constituted now and in the future inciuding schools and or territories within Orange County, FL and charter schools in Orange County, and each and every entity in the future to the of the Schooi Board of Orange County to provide educationai services to students at any love! of education. The district acknowiedges the software is said as a per student price structure. ?End User? shaii mean an individuai who supplies, analyzes, and/or retrieves student, schooi, or related data by directly or indirectly invoking a computer program. means a reproducibie failure of the Software to perform in substantial conformity with the Software specifications set forth in the corresponding Documentation. Error does not include a nonconformity resulting from customer?s improper use, alteration of or damage to the Software, or customer?s combining or merging the Software with any equipment or software not supplied by PM or specified as compatibie by PM in writing. shaii mean payment made by $800 to PM hereunder. ?License Fees? shaii mean any fees paid or to be paid by the District to PM in respect of the right to use the Software as provided under this Contract. DAMAGES (aiso referred to as liquidated and ascertained damages) are damages whose amount the parties designate during the formation of a contract for the injured party to collect as compensation upon a specific breach iate performance) means any major functional revision to the Software (designated by a renumbered release number) released by PM during the initial Support Term or any Renewal Support Term with the exception of new products deveioped for other customers. 364078 DocuSign Envelope ID: means any minor reiease, update, modi?cation or "bug fix" (designated by a renumbered reiease number) which does not necessarily provide materially new functionality, as determined by PM in its reasonable discretion, and made generaiiy available to supported customers. shali mean the parties entering into this Agreement, SBOC and PM, respectively. means the Permitted Users identified in this Agreement. shall mean The School Board of Orange County, Florida, a politicai subdivision of the State of Florida. shaii mean the professionai services as set forth and required, pursuant to the Agreement and described in further detaii on Exhibit attached hereto and incorporated herein by reference. means the software required to provide the Services. Use of the Software by 8806 users pursuant to this Agreement wili be aiiowed only through hosted website and oniy subject to the terms and conditions set forth herein. This Agreement snail not grant to 8800 any ownership or other interest in the Software, the Documentation, or any other program, moduie, code, programming, PM trade name, trademark or other inteiiectuai property of PM. means: Monday through Friday, 7:00 am. through 5:30 pm. (Eastern Standard Time), excluding the following hoiidays: July President?s Day, New Year's Day; Memorial Day; Independence Day; Labor Day; Thanksgiving Day and the day after Thanksgiving Day; and Christmas Day and one other day as provided by PM 30 days in advance. is defined as one specific Error or other technicai issue that begins when a customer caits PM Technical Support and ends when either the singie specific Error or other technical issue is resoived or PM Technicai Support deems it non-resolvable. Each specific Support incident will generate a "ticket", which wiil be opened, tracked and closed separately from any other specific Support incidents. means the specific software support and maintenance pian offered by PM and seiected by Customer. PM may offer different plans with specific support ievels, number of covered incidents and extent of software maintenance provided. The Support Plan selected shall be reflected on the quotation, invoice, purchase order or support order. means the services that Customer has contracted PM to provide pursuant to this Agreement. means PM authorized to conduct business in the State of Florida, offering professionai Services hereunder which has executed this Agreement, and which shalt be legally obligated, responsible, and iiabie for providing and performing any and all of the Services, work and materiais, inciuding services andlor work of any approved submcontractors, required under the covenants, terms and provisions contained in this Agreement and any and at! Amendments thereto. ?System Testing? shaii mean the testing of multiple components. PARTY means software utilized by PM as a component of the Software under iicense from any unrelated party. means modifications, enhancements, changes and aiterations to the Software provided by PM after the initiai delivery of the Software, including all Major Enhancements and Minor Enhancements; the term Software includes all Updates. ARTICLE 2 During the term of this Agreement, PM wili provide to SBOC the Services described in this Agreement, and the RFP inciuding Exhibit hereto. 304078 DocuSign Envelope ID: The Software and Documentation contain valuabie inteiiectuai property rights and proprietary information. PM (or its iicensors) retains title to the Software and Documentation, and copyright and other rights to ail portions of the Software and Documentation, and all modifications and alterations thereto, and ail copies thereof. Notwithstanding anything to the contrary set forth herein, SBOC may not copy, distribute, publish, disciose, transfer, make derivative works of, modify, after, or expioit in any manner, any portion of the Software or Documentation, except that 8800 may make copies of the Documentation or portions thereof and distribute such copies. Except as expressly set forth herein, SBOC does not acquire any rights, express or impiied, in the Software or Documentation or any portion thereof. No iicense, right, or interest in any PM trademark, trade name, or service mark is granted pursuant to this Agreement. SBOC shall at its own expense take all reasonable actions necessary to require, insure, and verify that ail permitted users and other persons having access to or dealing with the Software and/or Documentation by reason of their software use through 8800 not infringe upon the rights of PM and abide by the terms of this Agreement in the same manner as 8800 is obligated to, and to cause any person who does so infringe to come into compliance herewith. ARTICLE 3 - AMENDMENTS AND MODIFICATIONS No Amendments and/or modifications of this Agreement shall be valid unless in writing and signed by each of the parties who have been authorized to sign the Amendment (3). Procurement Services is the only authorized party for the District to develop and facilitate execution of all Amendments. ARTICLE 4 - TERM AND TERMINATION This Agreement shail be effective for an initiai term commencing on June 12, 2013, and shaii continue through June 11, 2016, uniess sooner terminated as provided hereunder, with the option to extend the Agreement for up to two (2) additional one?year periods each by mutuai written consent of both parties. PM shall give SBOC written notice of any substantial faiiure to perform under this Agreement through no fauit of PM. if 8300 faiis to correct or diligently pursue cure of such faiiure within ninety (90) business days of receipt of notice, this Agreement may be terminated by PM, at its option, upon thirty (30) calendar day's prior written notice to 8800. This Agreement may be terminated by SBOC with or without cause upon thirty (30) days written notice sent by certified mail to PM. in the event of a materiai breach by PM hereunder through no fauit of 8800, 8800 may, at its option, give PM written notice of such material breach. if PM fails to correct or diligently pursue cure of such breach within ten (10) business days of receipt of such notice, then SBOC may terminate this Agreement immediately. ARTICLE 5 - PAYMENT SBOC agrees to provide Funds for the Agreement as outiined in Exhibit Payments shail be made within forty-five caiendar days after receipt of invoice. School Board of Orange County, Fiorida shaii pay these fees to PM for serviced rendered as outlined in Exhibit which includes direct charges, indirect charges and reimbursable expenses, if any. Subject to Pit/E?s right to cure under Articie 4 herein, should the project not be compieted as scheduied, PM and 8800 will jointiy plan a revised completion date for the project and, if applicabie, the retainage release date be adjusted accordingly for that phase. Faiiure on the part of PM to complete their work in an accurate and guaiity manner shaii be considered a default of this Agreement. Completion of a project phase is defined by an appropriate signoff by 8800 and project manager and SBOC Executive sponsor that at! activities of that phase have been satisfactorily compieted according to the Project Schedule, as agreed upon by both parties attached Exhibit PM and 8800 agree upon pianned compietion dates for each phase and work in good faith to meet the planned scheduie. SBOC reserves the right throughout each phase to conduct a quality assurance check to ensure accuracy, quality and delivery of work. PM shali not be eligible for reimbursement for work performed prior to the execution date of this Agreement or after the expiration of this Agreement without formal amendment. Return of Funds: in the event of overpayment, PM shat! return to 8800 any overpayments due to unearned funds that were disbursed to PM by 8800 and any interest attributable to such funds pursuant to the terms 4 DocuSign Envelope ID: and conditions of this Agreement. in the event that PM or its independent auditor discovers that an overpayment has been made, PM shaii repay said overpayment immediately without prior notification from the department. In the event that the department first discovers an overpayment has been made, person responsible for management of funds in support of this service, on behalf of $800, will notify PM by letter of such findings. Should repayment not be made forthwith, PM wiil be charged interest at the annual rate or five percent interest on the outstanding balance after department notification or PM discovery. Final Notice: The final invoice for payment shall be submitted to 8800 no more than forty?five days (45) after the contract ends or is terminated. Any payment due under the terms of this Agreement may be withheld until all reports due from PM and necessary adjustments thereto, have been approved by 8800. 6 - AVAILABILETY OF FUNDS The obligations of 8800 under this Agreement are subject to the availability of Funds iawfuiiy appropriated for its purpose by the State of Florida and 8800. ARTICLE 7 EVALUATIONS As part of the Services, 8800 desires that PM provide, and PM is to provide, MulthMeasure Reports (MMRs). The toiiowing provisions of this Article 7 shall set forth the terms and conditions upon which such MMRs will be provided: Data Any and all data relating to an MMR will be provided to PM by $800. 8800 will provide the rubric for any observations and other effectiveness assessments desired by 8800. Through its system, PM will store such data, provide anaiytics for the data, and make such data accessible to 8800?s designated users via the MMR. Any external data feeds provided in support of the format by 8800 to PM shail be provided in a format agreed upon by the parties. Professional Evaluations in connection with certain state and federal programs, including the Race to the Top Federal grant, it is contemplated that the data and formulae provided by SBOC to PM in connection with the MMR will include those relating to professional evaluations of teachers employed by SBOC. 3800 and the union representing teachers have iointly determined factors, and the weighting thereof, to be used in such professional evaluations. For avoidance of doubt, the parties agree that 8800 is solely responsible for determining and providing to PM the factors and the weighting of each factor (the ?Formula?) to be used for 8800?s teachers? professional evaiuations, and the data to enter in to the Formula. PM is responsible for entering SBOC's data into the database, executing Formula using the Data approved by 8800 and presenting the results of the Formula in the MMR. Review and Approval of MMRS 8800 and PM acknowledge and agree that professional evaluation system contemplated herein is new and couid result in errors in the preparation of such evaluations and/or the preparation of data and reports that form the predicate for such evaiuations, including MMRs. Therefore, 1for a period determined by 8800 after each MMR is pubiished by being made accessible to 8800 in the piatform (the ?Review Period"), 8800 will review such MMR and will notify PM in writing or electronically of any concerns, questions, corrections or revisions needed to the MMR or any component thereof. PM will investigate and respond to 8800's concerns and questions regarding the MMR. PM will commence any necessary revisions or corrections to the MMR and will proceed with reasonable diligence to complete any such revisions or corrections. $800 will provide PM approval for all MMR within 10 business days, except for those concerns, questions, corrections or revisions communicated to PM in writing or electronically within the Review Period for such MMR. 8 STUDENT ASSESSMENTS During the term of the Agreement, 8806 may conduct student assessments with respect to certain courses. SBOC may include the results of such student assessments as a factor in the Formula provided 5 3040??8 DocuSign Envelope ID: by SBOC to PM in connection with professional evaluations for 8800?s teachers. As provided in the Agreement, such student assessments may be conducted through PM Services to 8800, either via scan engines or via online assessments (DIAS). SBOC acknowledges and agrees that enduuser error, and other circumstances beyond reasonable control can cause such assessments to be graded incorrectly, through no fault of PM. PM has no control over such error or circumstances affecting the completion of such assessment forms and OLAs, and PM shall have no responsibility for any error or change in the results of calculations performed according to the Formula which may arise out of such circumstances or student or SBOC human error, or in the results of professional evaluations which may be based on such calculations. By way of clarification and not limitation, examples of such student or 8800 human error include improperly ?bubbling in? scan answer sheets ortailing to follow instructions on OLAs. Examples of circumstances beyond reasonable control include interruptions in 3800's internet or electrical service and interruptions in PM's internet service which are beyond reasonable control, as contemplated in the Agreement. ARTICLE 9 - FOR UPLOADED As part of the Services, 8800 desires that PM allow, and PM is willing to allow, authorized users to upload artifacts of the user?s choosing to 88003 files hosted by PM. Such uploading is done unilaterally by the user, without review by or approval of PM or 8800. 8800 acknowledges and agrees that PM has no control over the artifacts or other material that SBOC's authorized users may upload, and that PM has no responsibility or liability for such artifacts and other material, regardless of its nature. SBOC acknowledges and agrees that 8800 manages its own files as hosted by PM. 8300 has the ability at any time to remove from its files any artifact or other material that 3800 desires, for any reason. 8800 shall at all times be responsible for monitoring the content of its files hosted by PM, including any uploaded artifacts, and for removing any portion of such content as 8800 may desire. At no time shall PM have any responsibility for monitoring the content of 8800?s files, for notifying 8800 of any artifact or other material uploaded to, or otherwise appearing in, 3800?s files, or for removing any such artifact or other material. ARTICLE 10 - CERTIFICATE Signature of this Agreement by PM shall be deemed an acknowledgement and certification by PM that the wage rates and costs used to determine the Funds provided for in this Agreement are accurate, complete and current as of the date of this Agreement. The said rates and costs shall be adjusted to exclude any significant sums should SBOC determine that the rates and costs were increased due to inaccurate, incomplete or non-current wage rates or due to inaccurate representations of fees paid to PM. 8800 shall exercise its rights under this provision within one year following ?nal payment of the Funds. ARTICLE 11 PERSONNEL PM represents that it has, or will secure at its own expense, all necessary personnel required to perform the Services under this Agreement. Such personnel shall not be employees of 8800 and shall not receive any benefits associated with the employees of $800. All of the Services herein shall be performed by PM or under its supervision, and all personnel engaged in performing the Services shall be fully qualified and, if required, authorized or permitted under applicable state and local law to perform such Services. PM and any of his employees performing Services hereunder shall comply with the Jessica Lunsford Act effective September 1, 2005, as same may be amended from time to time. Non?instructional school 8800 employees or contractual personnel who are permitted access on school grounds when students are present, who have direct contact with students or who have access to or control of school funds must meet level 2 screening requirements as described in Section 1012.32, Florida Statutes. For purposes of this Agreement contractual personnel shall include any vendor, individual, or entity under Agreement with 3800. The cost of the screening is at the expense of PM. PM shall notify 8800 as soon as possible, but no later than live (5) working days, after any changes in address or key personnel positions of PMS account team. Changes in key personnel may include 6 new 304073 DocuSign Envelope ID: resignations, approved teaves of absence of six (6) weeks or more, or terminations. Such notification shait be in writing and shalt inciude information related to repiacernent staff assigned. PM agrees to work ciosely with SBOC to ensure that the work and cooperation between the two organizations is efficient and mutualiy productive to both parties. PM and all PM staff under this Agreement shalt comply with all federal, state, county, and city laws, ordinances, rutes and reguiations that rotate to the background screening process of those applying for work with chitdren, seniors, or the disabled. in addition, PM staff contributing to the delivery of the scope of work that meet the criteria of both Chapter 408, and Chapter 435 and Section 110.1127, Florida Statutes, and Section 650?14025, Florida Administrative Code, must be in compiiance with these Florida laws and are required, at a minimum, but may not be iimited to perform the following screenings prior to supervision and lor direct care at no additional cost to $800: a. An initiai Levei 2 background screening 13. Additional Level 2 background screenings at five (5) year intervais ARTICLE 12 - FEDERAL, AND STATE TAX 8800 is exempt from federal and state taxes for tangible personal property. in this regard, PM shall submit to 8800 an appropriate exemption certi?cate. SBOC wiit sign an exemption certi?cate submitted to it by PM. The PM snail got be exempted from paying applicabie sales tax to the State of Florida and/or the federal government, as the case may be, for the purchase of materiais to contractual obligations with 8800, nor shail PM be authorized to use tax exemption number in securing such materials. PM shall be responsible for payment of its own FICA and social security bene?ts with respect to this Agreement. ARTICLE 13 -- INSURANCE a. PM shalt procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by PM, its agents, representatives, employees or subcontractors. b. Ail insurance poiicies shall be issued by companies authorized to do business under the iaws of the State of Florida with a Bests' Rating of no iess than A: Vil. The PM shall furnish Certi?cates of Insurance to 8800, for approval, prior to the commencement of work. The Certificate shaii clearly indicate that PM has obtained insurance of the type, amount, and ciassification as required for strict compliance with this Agreement and that no material change or cancellation of the insurance shat! be effective without ten (t0) calendar day?s prior written notice to SBOC. Compliance with the foregoing requirements shall not retieve PM of its and obligations under this Agreement. c. PM shall maintain during the term of this Agreement, standard Professional Liability Insurance, or Errors and Omissions Insurance, of not less than $1,000,000 combined single limit. d. Minimum limits of lnsurance: 9 Workers Compensation Insurance Statutory Limits . Empioyer - a Generai Liabitityw $2,000,000 minimum Generai Aggregate $1,000,000 minimum per occurrence to include: 0 Products Completed Operations $1,000,000 0 Persona! Advertising Injury $1,000,000 0 Each Occurrence $1,000,000 0 Fire Damage $100,000 0 Medicai Expense (Any one Person) $10,000 e. PM shall maintain, during the life of this Agreement, comprehensive automobiie liability insurance in the amounts of not iess than $1,000,000 combined singie limit for bodiiy injury and 7 DocuSign Envelope ID: property damage to protect PM from ciaims for damages for bodily injury, including wrongfui death, as well as from claims for property damage, which may arise from the ownership, use, or maintenance of owned and non-owned automobiles, including rented automobiles whether such operations be by PM or by anyone directly or indirectly empioyed by PM. t. PM shaii maintain, during the life of this Agreement. adequate workers compensation insurance and empioyer's insurance in at least such amounts as are required by law for of its employees performing work for 8300 pursuant to this Agreement. 9. Ail insurance, other than professionai iiability and workers compensation to be maintained by PM shaii speci?caiiy inciude SBOC as an ?Additional Insured". h. Certificates of Insurance shaii also contain a valid provision or endorsement that these poiicies may not be canceied, terminated, changed, or modified without a ten (10) caiendar day written notice to SBOC. in the cancellation clause the word shaii be excluded and the number 10 inserted in the blank space provided before the word "days prior Ail PM poiicies are to be considered primary to $800 coverage and shall not contain co?insurance provisions. ARTICQE 14 - TIME OF ESSENCE Time is of the essence concerning the performance of ali terms and conditions of this Agreement. ARTICLE. 15 STANDARD OF CARE In providing Services under this Agreement, PM will endeavor to perform in a manner consistent with that degree of care and skili ordinarily exercised by members of the same profession currently practicing under similar circumstances. Upon notice by 8800, PM correct those Services not meeting such a standard. 16 -- PM shall indemnify and hoid harmless 8800, its officers, agents, and employees harmiess from and against all ciaims, suits, actions, damages and/or cause of action which may arise from any negiigent act or omission of PM, its agents, servants, or empioyees as a resuit of the performance of Services under this Agreement, and from and against all costs, attorney's fees, expenses and incurred in or by reason of the defense of any such ciaim, suit or action, and the investigation thereof. Nothing in the Agreement shaii be deemed to affect the rights, privileges or be deemed a waiver of, or iimitation of 8800?s sovereign immunity protection and limitations of iiability pursuant to Florida Statutes 768.28. Any indemnity or assumption of by 8800 hereunder shall be subject to 8800?s rights to sovereign immunity and any other limitations of iiability provided 8800 pursuant to Fiorida iaw. in no event snail 8800 be responsibie or iiable for any loss, claim or damage arising out of the acts or omissions of PM or taken or made by any party at the direction of PM or its personnei. ARTICLE 17 - SUCCESSORS AND ASSIGNS 8800 and PM each binds itself and its partners, successors, executors, administrators and assigns to the other party of this Agreement and to the partners, successors, executors, administrators and assigns of such other party, in respect to at! covenants of this Agreement. Neither SBOC nor PM shaii assign, sublet, convey or transfer its interest in this Agreement without the written consent of the other. Nothing herein shaii be construed as creating any personai on the part of any officer or agent of 8800 or PM, nor shaii it be construed as giving any rights or benefits hereunder to anyone other than 8800 and PM. ARTICLE 18 LAW ANQ REMEDIES This Agreement shall be governed by the iaws of the State of Florida. Any and all iegal action necessary arising out of the Agreement have its venue in Orange County and the Agreement will be interpreted according to the iaws of Fiorida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every other remedy given hereunder or now or hereafter existing at iaw or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shalt preclude any other or further exercise thereof. 8 DocuSign Envelope ID: If any iegal action or other proceeding is brought for the enforcement of this Agreement, or because of an dispute, breach, defauit, or misrepresentation in connection with any provision of this Agreement, the successqu or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxabie as court costs (including, without iimitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. ARTICLE 19 - CONFLICT OF INTEREST PM represents that it presently has no interest and shail acquire no interest, either direct or indirect, which wouid conflict in any manner with the performance of Services required hereunder, as provided for in Section 112.311, Fiorida Statutes. PM further represents that no person having any interest shaii be employed for said performance of services. PM shatl within thirty (30) caiendar days of receipt of in writing by certified mail of ail poientiai con?icts of interest for any prospective business association, interest or other circumstances which may influence or appear to influence judgment or quality of Services being provided hereunder. Such written notification shaii identify the prospective business association, interest or circumstances and the nature of work that PM may undertake. PM shaii request an opinion by 8800 as to whether the association, interest or circumstance would, in the opinion of 8800, constitute a conflict of interest if entered into by PM. 3800 agrees to notify PM of its opinion by certified maii within thirty (30) calendar days of receipt of notification by PM. - RELATIONSHIP PM is, and shall be, in the performance of all Services and activities under this Agreement, an independent contractor, and not an empioyee, agent, or servant of 8800. Ail persons engaged in any of the work or Services performed pursuant to this Agreement shaii at all times, and in all piaces, be subject to Phil?s sole direction, supervision, and controt. PM shall exercise control over the means and manner in which it and its empioyees perform the work, and in at! respects reiationship and the relationship of its employees to $800 shail be that of an independent contractor and not as empioyees or agents of 3800. PM does not have the power or authority to bind SBOC in any promise, agreement or representation. Nothing contained herein shaii be deemed to create an association, partnership, joint venture, or reiationship of principal and agent or master and servant among the parties or any thereof, or to provide any party hereto with the right, power, or authority whether expressed or impiied, to create any such duty or obiigation on behalf of any other party. 21 .. PM shalt not piedge credit or make it a guarantor of payment or surety for any Agreement, debt, obligation, judgment, lien, or any form of indebtedness. PM further warrants and represents that it has no obligation or indebtedness that wouid impair its ability to fulfiil the terms of the Agreement. ARTICLE 22 CONFIDENTIAL AND 0F DOCUMEBETS PM shaft deliver to SBOC for approval and acceptance, and before eligibie for final payment of any amounts due, all documents and materials prepared by PM for 8800 under this Agreement. Ail SBOC written and oral information not in the pubiic domain or not previously known, and ali information and data obtained, developed, or supplied by $800 at its expense wili be kept as Confidentiai information by PM and will not be disciosed to any other party, directiy or indirectly, without 8800? prior written consent uniess required by a iawfui order of court. All drawings, maps, sketches, and other data originating with and developed by 8800 and stored as part of the Services under this Agreement or at $800 expense shaii be and remains its property and may be reproduced and reused at the discretion of 8800. If and as requested, SBOC shaii comply with the provisions of Chapter 119, Florida Statutes. The party receiving Confidential information of the other party will not at any time disciose to any person or entity (including, without limitation, any member of the media) or use for its own benefit or the benefit of anyone, Confidential information of the other party without the prior written consent of said party. Neither 304078 DocuSign Envelope ID: party shail be liable for disclosure of Confidential information if made in response to a vaiid order of a court, authorized agency of government, or in compliance with Chapter 119, Fiorida Statutes. The parties recognize and agree that 8800 is subject to the provisions of the Fiorida Public Records Law, as codified in chapter 119, Florida Statutes. The parties also recognize and agree that the Software and accompanying Documentation is a trade secret of PM, as defined under Fla. Stat. section 812.081. PM takes measures to prevent the Software and accompanying accumentation from becoming available to persons other than customers, for the limited purpose of suppiylng services to its customers. Therefore, pursuant to Fla. Stat. sections 815.045 and 119.07t(1) the Software and accompanying Documentation are exempt from disclosure pursuant to Fioricia?s Public Records Law, and shalt not be discioseci to anyone other than $8005 named users without court order. Any claim by PM that its records or work, other than the Software and accompanying Documentation, is con?dential or a trade secret must be made in compiiance with s. 812.081 and s. 815.045, Florida Statutes. ARTICLE 23 - CONTINGENT FEES PM warrants that it has not employed or retained any company or person, other than a bona ?de empioyee working soieiy for PM to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working soleiy for PM, any fee, commission, percentage, gift, or any other consideration contingent upon or resuiting from the award or making of this Agreement. narrow 24 ACCESS Anp AUDITS PM shaii maintain adequate records to justify all charges, expenses, and costs incurred in performing the work for at ieast seven (7) years after completion of this Agreement. 8800 or its duty authorized representatives shall have access to such books, records, and documents as required in this section for the purpose of inspection, audit, excerpts and transcription during normal business hours, at cost, upon five (5) days written notice. ARTICLE 25 The PM warrants and represents that all of its employees are treated equally during employment without regard to race, coior, religion, sex, age, national origin sexual orientation, gender identity or expression, and genetic information or any other category of persons protected pursuant to Fiorida law. ARTICLE gs All covenants, agreements, representations and warranties made herein, or otherwise made in writing by any party pursuant hereto, including but not limited to any representations made herein relating to disclosure or ownership of documents, shall survive the execution and delivery of this Agreement and the consummation of the transactions contempiated hereby. The insurance and indemnity provisions set forth in the Agreement shall survive the termination of the Agreement. Annotggr AUTHORITY PM hereby represents and warrants that it has and wiil continue to maintain ali iicenses and approvals required to conduct its business, and that it will at all times conduct it business activities in a reputaoie manner. ARTICLE 28 - COMPLJANCE WITH LAWS PM agrees it shaii comply with all applicable laws, codes, ordinances, permitting, and regulations as well as applicabie SBOC policies and 880C regulations, rules, and guideiines in connection with the Services to be provided hereunder, including without limitation SBOC poiicy KCE, Lobbying and Ethics. SBOC agrees it shall compiy with air applicabie laws, codes, ordinances, permitting and regulations in connection with the Services to be provided hereunder. 1 0 DocuSign Envelope ID: ARTICLE 29 -- SEVERABILITY if any terms or provision of this Agreement, or the application thereof to any person or circumstances shalt, to any extent, be held invalid or unenforceable, such term or provision shall be stricken and deemed unenforceable and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. ARTICLE 30 NAMES: TRADEMARKS PM shall acquire no rights under the Agreement to, and shall not use, the name of 8800 or the name of ?Orange County Public Schools? either alone or in conjunction with or as part of any other name, word, mark, picture, logo, design, and/or trademark (collectively, Marks") in any of PMS advertising, publicity or promotion; to express or imply any endorsement by SBOC or Orange County Public Schools of its Services; or in any other manner (whether or not simiiar to the uses hereinabove specifically prohibited without the prior review and written approval by 3800, except as expressiy permitted herein. No advertisement, publication or other use of 8800 Marks shall be published or otherwise promulgated by PM without prior inspection and written approval. This clause shall survive the expiration or sooner termination of the Agreement. ARTICLE 31 - AND HAaniue OF DATA Data Confidentiality~ PM shaii implement appropriate measures designed to ensure the confidentiality and security of Protected information, protect against any anticipated hazards or threats to the integrity or security of such information, protect against unauthorized access or disclosure of information, and prevent any other action that could result in substantial harm to 8800 or an individual identified with the data or information in custody. Compliance with Laws and $800 Procedures - PM will not knowingly permit any personnel to have access to any SBOC or any records or data of SBOC if the person has been convicted of a crime in connection with a dishonest act, breach of trust, or money laundering, or has agreed to enter into a pretrial diversion or similar program in connection with a prosecution for such offense, as described in Section 19 of the Federal Deposit Insurance Act, 12 USC. ?1829(a); or (ii) a feiony. PM must, to the extent permitted by law, conduct a check of public records in all of the employee?s states of residence and employment for at least the last five years in order to verity the above. PM shall assure that all contracts with subcontractors impose these obligations on the subcontractors and shall monitor the subcontractors? compliance with such obligations. No subcontractors may be used without prior written consent of 8800. PM also agrees to comply with all appiicabie state and federal laws, regulations, and SBOC policies including Privacy Rights of Students, Computer Users' Responsibilities, Security of Computing Resources, Security of Data, Privacy of Computing Resources, the Family Educationai Records Protection Act (FERPA), Health information Privacy and Accountability Act (HIPAA), Children's Internet Protection Act and the GrammuLeach Biiley Act (GLBA). Data Security Vendor agrees to protect and maintain the security of data with protection security measures that include maintaining secure environments that are patched and up to date with all appropriate security updates as designated by a relevant authority (eg. Microsoft notifications, etc.) Likewise SBOC agrees to conform to the following measures to protect and secure data: a. Data Transmission. PM agrees that any and all transmission or exchange of system application data with SBOC and/or any other parties, ?shali take place via secure means, eg. FTPS, SFTP or equivalent means. b. Data Storage and Backup. PM agrees that any and all 8800 data will be stored, processed, and maintained solely on designated servers and that no SBOC data at any time will be processed on or transferred to any portable or laptop computing device or any portable storage medium, unless that storage medium is in use as part of the Phil's designated backup and recovery processes. All servers, storage, backups, and network paths utilized in the delivery of the service shall be contained within the states, districts, and territories of the United States uniess specifically agreed to in writing by an 8800 officer with designated data, security, or signature authority. An appropriate officer with the necessary authority can be identified by SBOC Chief information 1 1 DocuSign Envelope ID: Security Officer for any general or specific case. PM agrees to store all SBOC backup data stored as part of its backup and recovery processes in form, using no less than 128 bit key. c. Data Re-Use. PM agrees that any and all data exchanged shall be used expressly and solely for the purposes enumerated in the Agreement. Date shall not be distributed, repurposed or shared across other applications, environments, or business units of PM. As required by Federal law, PM further agrees that no SBOC data of any kind shall be revealed, transmitted, exchanged or othenrvise passed to other PMs or interested parties except on a case?by?case basis as specifically agreed to in writing by an 3800 officer with designated data, security, or signature authority. End of Agreement Data Handling - The PM agrees that upon termination of this Agreement it shaii return to 8800 ail data provided by 3800, in a useabie electronic form, and erase, destroy, and render unreadable SBOC data in its entirety in a manner that prevents its physical reconstruction through the use of commonly availabie file restoration utilities, and certify in writing that these actions have been completed within 30 days of the termination of this Agreement or within 7 days of the request of an agent of $800, whichever shall come first. Data Breach PM agrees to comply with the State of Fiorida Database Breach Notification Act set forth in Florida Statutes ?817.568?i. in the event of a breach described in Florida Statutes ?817.5681 (?Notification Event?), PM will notify SBOC immediately and will comply with the requirements of Florida Statutes ?817.568?i .assume responsibility for informing, to the extent required by applicable law, all such individuals in accordance with applicable law. PM agrees to indemnify, hold harmless and defend 8800 and its trustees, officers, and employees from and against any claims, damages, or other harm related to such Notification Event. Mandatory Disclosure of Protected information - if PM becomes compeiied by law or regulation (including securities? laws) to disclose any information which applicable law requires be held confidential (?Protected information?), then PM will provide 3800 with prompt written notice so that 3300 may seek an appropriate protective order or other remedy. if a remedy acceptable to 8800 is not obtained by the date that the PM must comply with the request, then PM will furnish only that portion of the Protected information that it is legally required to furnish, and then PM shall require any recipient of the Protected information to exercise commercially reasonable efforts to keep the Protected information confidential. Remedies for Disclosure of Confidential information PM and 8800 acknowledge that unauthorized disclosure or use of the Protected information may irreparably damage 3800 in such a way that adequate compensation could not be obtained from damages in an action at law. Accordingly, the actual or threatened unauthorized disclosure or use of any Protected information shall give 8800 the right to seek injunctive relief restraining such unauthorized disclosure or use, in addition to any other remedy otherwise available (including reasonable attorneys? fees). PM hereby waives the posting of a bond with respect to any action for injunctive relief. PM further grants SBOC the right, but not the obligation, to enforce these provisions in name against any of PM's employees, officers, board members, owners, representatives, agents, contractors, and subcontractors violating the above provisions. Safekeeping and Security - As part of the Services, PM will be responsible for safekeeping all keys, access codes, combinations, access cards, personal identification numbers and similar security codes and identifiers issued by 8800 to employees, agents or subcontractors, if any. PM agrees to require its employees to report a lost or stolen access device or information. Non-Disclosure -- Each party is permitted to disclose the other party Confidential information to its employees, authorized subcontractors, agents, consultants and auditors on a need to know basis only, provided that all such subcontractors, agents, consultants and auditors have executed written confidentiality obligations to PM and SBOC. Request for Additional Protection From time to time, 8800 may reasonably request that PM protect the confidentiality of certain Protected information in particular ways to ensure that confidentiality is maintained. PM has the right to reasonably decline request. Acceptance of Deiiverabies Delivery of a Deliverable shall be deemed complete when the Deliverable shall have successfully completed the Acceptance Tests specified for such Deliverable. in the event that a Deliverable shall not satisfy the requirements of the applicable Acceptance Test, then 8300 shall deliver 1 2 are-#1 364078 DocuSign Envelope ID: purposes of this Agreement, a "response" means PM's acknowledgment of an Error, and does not necessarily mean that a resolution will be achieved. Additional Services: PM may provide SBOC with additional support, consulting, design, implementation or other services with respect to the Software that is not priced in this agreement, but is requested in the Request for Proposal provided that SBOC pays PM for such service at an agreed upon rates. Force Majeure: Neither party shall be responsible for failures or interruptions of communications, facilities or equipment of third parties, labor strikes or slow-downs, shortages of resources or materials, natural disasters, world events, delay or disruption of shipment or delivery, trespasser interference of third parties or similar events or circumstances beyond its reasonable control. System Operability PM shall guarantee an uptime of 99.99 percent and guarantee server performance and bandwidth capacity during normal business hours, except for planned outages. PM shall establish and maintain access to the Software for use by the SBOC end users. SBOC shall be responsible for providing its own Internet access. The Software shall be capable of operating on a 24 hour a day basis, 365 days per year, other than for interruptions due to planned service maintenance and upgrades and for causes beyond reasonable control. PM shall provide SBOC a minimum of 10 business days' notice of any planned service maintenance or upgrades. ARTICLE 36- NOTICE All formal notices, proposed changes and determinations between the parties hereto including, but not limited to, changes to the notification addresses set forth below, shall be in writing and shall be sufficient if mailed by certified United States mail, postage prepaid, or by reputable overnight courier, to the parties at the contact information listed below: THE SCHOOL BOARD OF ORANGE COUNTY. FLORIDA EM Attn: Frank Gilbert Attn: Woody Dillaha 445 Amelia St. 1600 Lee Road Orlando, FL 32801 Winter Park, FL 32789 ARTICLE 37 - BINDING AGREEMENT PM warrants that the execution, delivery and performance of this Agreement has been duly and validly authorized by all necessary corporate action of the part of PM (none of which actions have been modified or rescinded, and all of which actions are in full force and effect), and that this Agreement constitutes a valid and binding obligation of PM enforceable in accordance with its terms. SBOC warrants that the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action of the part of SBOC (none of which actions have been modified or rescinded, and all of which actions are in full force and effect). It is understood that those individuals signing this Agreement have the legal authority to enter into binding Agreements on behalf of their respective entities. IN WITNESS WHEREOF, SBOC has made and executed this Agreement and PM has made and executed this Agreement on the day and year above written. PM, INC. WITNE 3 (PM): m, For: Performance Matt (IL ?eas esentative Signature I I Authorized lieg all? InIm mam 660 7/17?? a? itIe (Type or Print)I Date 0 JV.) I3 Name le (Type or Print) Date 2?1: 15 DocuSign Envelope ID: THE SCHOOL BOARD OF ORANGE COUNTY, FLORIDA THE SCHOOL BOARD OF ORANGE W30 aive lg Ha Ma NA/udusm ??uid Emma/ma?a? Name Title (Type or Print) Date Name Title (T or Pru?) Date 1 6 304078 DocuSign Envelope ID: The Request for Proposal written Response to the RFP. negotiations held on June 14. 2013 as agreed by the parties and ail documents associated with the RFP and Plvi?s written response to the RFP shall be incorporated into this document by reference. Products and Services: PM shaii provide services as stated in the RFP, written response to the RFP, negotiations held on June 14, 2013 as agreed by the parties. Exhibit Exhibit and the checklist items that are Ci, CZ, Yes, and U0, with the exception of items listed as PM agrees to provide the district the following: Student Learning Objective (SLO) module Rt! integrated Scientific Calculators Eiectronic Protect Management PM in coiiaboration with 8800 develop an overali Project Work Plan utilizing Microsoft Project 2007. The Project Work Pian shaii, when approved by both Parties, state the final pian milestones and schedule for the Project. The project plan shall be modeied after the Protect Management lnstitute's standards. If the Parties cannot reach agreement as to such Proiect Work Pian within 90 days after the Commencement Date, the matter shall be escalated in accordance with the dispute resolution process. Assignment of Resources to each task and Deliverable. 0 Identification of task dependencies. Monitoring of progress on each task. a identification of personnel and resources that are current pacing items. a identification of the production version of PM Software and the status of deveiopment, testing. and deployment to meet Exhibit deiiverabies identification of all reported SBOC faults or defects in software and the status of efforts to correct such fauits or defects. A common repository of all Change Requests and Change Orders and a list of sections affected. Release Notes for each version of PM software detailing major and minor changes from version to version. PM shaii provide periodic status and performance reports on a quarteriy basis to inciude accounting of payments to date and remaining deiiverable scheduie. Management Meetings PM's managers and the District shalt meet via phone or at 445 West Amelia Street, Orlando, FL 32801 office if requested by either party. it is expected that weekiy project status meetings and monthiy executive steering committee meetings will be held. Software Acceptance Testing acceptance testing protocois shail at the minimum verify that the modules being tested Upon the Delivery of each software Deiiverabie, 8800 shall conduct tests within ten (10) business days foilowing receipt of the appiicable Deiiverabie in the Test Environment with requested Consultation and Assistance from PM. 8800 shaii determine in accordance with the provisions of the Contract if the resuits of such acceptance tests are satisfactory to indicate conformity with the Product Plan and Configuration! Speci?cation Deiiverabies in all material respects. Payment be made for PM application software by module for successfui compietion of acceptance testing '1 7 DocuSign Envelope ID: Release to Production Deiiverables that have passed the designated acceptance tests snail be migrated to the Production Environment in accordance with the mutually agreed upon migration procedures, provided that Project Manager has given written approval. Training Deveiopment of Training Program PM shaii design and develop a Training Pian, comprised of training curriculum and training materials for each phase of the implementations. Training of 5806 Technical Staff PM provide training for 8800 Technicai Staff identified in the SBOC Staffing Plan to facilitate the transfer of knowiecige for operation, technical support, help desk support, and software maintenance (installation, testing, and deployment of new Software Releases). Once PM has delivered the initial technicai training as specified in the Training Plan approved by 8800 and within the constraints of the Level of Effort set forth in RFP Proposal, SBOC be responsible for ongoing training of technicai staff. Training District End Users PM wili provide training for 8800 End Users in accordance with the Training Plan approved by $800 after the PM completes the ?go-Jive? training, SBOC will assist PM to provide retraining, additional training, supplemental training, and training for new school staff in the event of employee turnover, changing job assignments. Support PM will provide support services for the MMR as described beiow: a Muiti Measure Documentation: PM wili consult with OCPS to ensure that the measures, weights, rubrics, algorithms etc. are accurately documented. This help to ensure that the embedded business miss and ETL processes produce accurate resuits for all OCPS educators who are evaluated through the system. a Data Prep: The PM business analyst assigned to OCPS will work with the assigned person(s) to design or assist in the design of data files which must be treated as external measures within the evaluation system. This may include measures such as professional growth plan outcomes, professional deveiopment participation, and/or external student academic measures. 0 Multi Measure Configuration: The PM Business Analyst assigned to OOPS support in the training of OCPS assigned staff on the configuration of the OOPS moth?measure framework via the PM MM Admin tool. This includes creating the educator groupings which do not exist in any source systems and assigning the educators to the appropriate groups, associating the measures and weights which appiy to those groups, and the appiicable performance bands or classification measures that the educator rating. a Student Learning Objectives Configuration: The PM Customer Relationship Manager assigned to OOPS will work with the assigned person(s) to identify the assessments which will be used to evaluate teachers. SLOs are typicaiiy suppiemental to tested subjects but are expected to he used significantly in the untested areas. a MMR Communication and Marketing; Transparency and simplicity will be critically important to OCPS as we move into 2013-14 and the results take on real impact in the form of compensation or continued empioyment. The PM Executive team collaborate with OOPS to produce a communication plan which outlines the methods, measures and reasoning for the formulation of muiti measure educator ratings. Note: if services are not rendered as stated above, PM refund the monies paid for the above services not rendered. 1 8 304073 DocuSign Envelope ID: Exhibit Pricing The overall payment structure is as follows: Activity Description Year 1 Year 2 Year 3 Year 4 Year 5 COAD $365,665.67 $0.00 $0.00 $0.00 $0.00 Test Element Bank $400,121.67 $0.00 $0.00 $0.00 $0.00 Assessment Delivery and Reporting $687,252.67 $0.00 $0.00 $0.00 $0.00 Start-Up Costs $110,000.00 $0.00 $0.00 $0.00 $0.00 Annual Maintenance and Support $0.00 $75,030.00 $30,020.00 $0.00 $0.00 Annual Subscription and Licenses $0.00 $810,000.00 $630,000.00 $630,000.00 $630,000.00 TOTAL PAYMENT $1,563,040.01 $885,030.00 $660,020.00 $630,000.00 $630,000.00 The payment structure for Year 1, as determined by deiiverabies received and veri?ed, is as follows: Activity Description Year 1 Infrastructure Release 1 Release 2 Release 3 COM) $0.00 $121,888.56 $121,888.56 $121,888.56 Test Element Bank $0.00 $133,373.89 $133,373.89 $133,373.89 Assessment Delivery and Reporting $0.00 $229,084.22 $229,084.22 $229,084.22 Start-Up Costs $110,000.00 TOTAL PAYMENT $110,000.00 $484,346.67 $484,346.67 $484,346.67 The remaining payments are as follows: Activity Bescripticn Year 2 Year 3 Year 4 Year 5 Annuai Maintenance and Support $75,030.00 $30,020.00 $0.00 $0.00 Annual Subscription and Licenses $810,000.00 $630,000.00 $630,000.00 $630,000.00 TOTAL PAYMENT $885,030.00 $660,020.00 $630,000.00 $630,000.00 Support: Year One $125,000 Optional Year Two through Five - $25,000 each year First year payment to be: Year One and Year Two $150,000- 19 DocuSign Envelope ID: Addi?onal Training Training $1500 per day per 20 participants Additional Professional Consulting wouid be covered under these rates provided for in the RFP response: Hourly Rate for After Project Implementation: Senior Management $195.00 Mid~1evel Management $145100 Entry Level Management $95.00 Programmer $145 .00 $95 .00 System Engineer 20 304078 DocuSign Envelope ID: Exhibit Deliverables Release 1 Deliverable Portion ?Rosters pulled In from EDW I I Assessment Delivery and 'Edusoft Test data pulled (benchmark overall score by student and category} II Assessment Delivery and Reporting I State test data pulled from EDW 3- 5 years or as available from the district (WAT: EOC, PERT: . .. PSHVEW integrate With Acme Directory ., 7 IScenninste?dv and tests? andtestsd and reverted on Plan and results.) Assessment Delivery and Repertins OLA readtand tested (loadsested and. rseerteden planet's results). Assessment Delivery and Reporting PD delivered to district staff (assessment and reporting) [trained by August 1] . I Assessment Deliveryand Reporting PD online and in person= -90% of Test Coordinators ready for Benchmark iTlI (assessment and [traIned by August I16tIh] I II Assessment Delivery Support for users available according to agreed hours S: 30 EST) and? In the presentation booklet by PM I and Reporting Access to all canned reports (Pages 63- 68 of Initial Proposal) forwhich data. has been. prowded v. Assessment Standards imported into the system (NG Common Core) I Bank 'Basic authoring of tests in WYSIWYG editor including mathematical notatlon avaIlable Ifor users CQADII II Benchmark 1 assessments brought? In "from CORE ECS QTI 2. 0 provided the data is delivered by the first week In July (Commitment to REL 1 IS subject to IQAI review by QCPS and PM) Test Element IBank Round 1 mini- -Assessments brought In from Core ECS QTI 2. 0 provided the .data as delivered by the first week In July (Commitment to REL 1Is subject to QIA review by OCPSI and PM) Test Element Bank PD Principals will be able to hold data meeting where their Instructional ?leaders have pulled data for State Assessments, Benchmarks and Current IEnrollment I II II I I Assessment Delivery and Reporting Display data from EDW S- 5 years or as "available from district (FCAT, EOC, ICELLA, PIEIRTI, PSAT ITIIBIS) through canned DeliveryandReporting completed and approved (CIOAD) I IPreiest plan cemelsrseend approveqiTest element bank) Jest Element Bank (Project plan completed and approved (Assessment Delivery and I (Reperting) II II Assessment DeIIvery and Reporting I IOrganIzaItIpnef test heIrarthIyIfgIrI lockers (current IteratIon) I II I I Assessment Reporting I 21 DocuSign Envelope ID: Authoring and ReVIewmg Items/Tests . CWOADW I_iterns_ and elements authored inthe Test element bank Test Element Bank Able to access Test elements to authortests WW WW . Test Element BankWW WW . __Wi Test has been delivered successfully online Assessment Delivery and Test has been deIIvered using prInted answer sheets Assessment Delivery and Reporting jPrinted answer sheets have been successfully" scanned and scored ADMS _WWAssess_rne_nWt__D_e_IIvery and . IPDdeIivered to district staff(COAD) PD delivered _online and in person (COAD) COAD 77777 Ability to add a test blueprint _impl?nented [February] COAD Ability to _add scope and sequence [February] WW WW WW WW Ability to setitem . Rank order questions as descrIbed In the RFP available for CQAD [February] COAD 'Matching questions as described In the RFP available for COAD [February] COAD lMatrix item type questions as described In the RFP available for COAD (not survey related] [February] . COAD PD deIIvered _sehWoolsteffW (assessmerIWtWaWnd reporting) WW Assessment Delivery and Reporting .Haladvna available Aer-155m? Deliveryeno Import and maintainance of all test item banks purchased mm to 1 month of the Release date in an agreed upon format (If QTI 2.1) Test Element Bank Remaining benchmark assessments brought In from CORE ECS QTI 2. 0 [due three weeks b_e_f9re _te_s_t_dates] WW TestWElementWBarIk Remaining mini- -Assessments brought In from Core ECS QTI 2. 0 [due three Wwee ks before test dates] Test Element Bank WOCPS agreed upon OrganIzatIon of test heIrarchy for lockers Assessment Delivery and ReportIng ?State test data pulled from EDW 3- 5 years or as available from the district :IAPrendal . . Assessment Delivers/and Reporting. :WDisplay data from EDW 3- 5 years or as available from district (Aprenda) lthrough canned reports WW Assessment Delivery andWReWportWing lStandards Importedintg the systeWleCTE) WW WW Test Element Bank WW integrated SCIentIfIc calculator [by the end of 9 wks] Assessment Delivery and QScanW sheets avaIIable for art courseseormg avaIIable and tested [sept 1] DeliveWryandWRepWorting 7: iLoad tested and reported on plan and results (all new COAD components for this release] WCWOAD I .Load tested and reported on plan and results (all new Test Element Bank I components for this release) Test ElemWeWrItWBank ?Load tested and reported on plan and results (all new Assessment Delivery anowliehporting components . AssessmentrDeIiPow and Reporting; 22 DocuSign Envelope ID: Release 3 ?Work flow for managing Authoring and Revrewmg (1 district leader can %manage courses) - . . . ., COAA V. .. ;Order of l?Stl?UCtiOl?l abie to be uploaded II Test Eiement Bank Test elements Ito be tagged Order of instruction and Standards ETest Element Bank . Adaotive testing project plan developed and approved (Assessment Delive Assessment Delivery and Reporting Adaptive testing project. plan deveioped and. appravediCOAD). COAD Administered successfuily I I IEAssessment Delivery and Bring in element data from EQIC consortia and DOE II Element Bank II ?Feeding EOC data to the EQW II Assessment Delivery and Reporting LAPAA administration . .. .. .. - . . i Pp delzvered AA. schoo istafo (coAD) .. jcoAn Standards unpacked in the system (OCPS customized curriculum more discrete provided eiectromcatly by OCPS) Test Element Bank . Multimedia AA AA uptoadAd/scanned into the system EAbmt?f multrmedia '0 the system. gAbslity to score multimedia IfIilIeVs in the system I ELoad tested and reported on plan and results (all new COAD components :Load tested and reported on plan and Aesults (all new Test Element Bank . temponents forms Elemsnt . - .. .. toad tested and reported on olan and results (all new Assessment I I AVIIiIJelivery and Reporting components for this release) Assessment Delivery IeInd Reporting theblankquesnonsasdesrbed aalablefor COAD .. . Infrastructure 23 Certificate Of Completion Envelope Id: 7A6B0421EE954574A36D5DE444206130 Status: Completed Subject: Performance Matters 2-276664-01: Unify Source Envelope: Document Pages: 32 Signatures: 11 Envelope Originator: Certificate Pages: 7 Initials: 4 Gary Appenfelder AutoNav: Enabled 2601 Bransford Ave EnvelopeId Stamping: Enabled Nashville, TN 37204 Time Zone: (UTC-06:00) Central Time (US & Canada) gary.appenfelder@mnps.org IP Address: 96.4.9.1 Record Tracking Status: Original 12/8/2016 1:06:25 PM Signer Events Holder: Gary Appenfelder Location: DocuSign gary.appenfelder@mnps.org Signature Timestamp Woody Dillaha Sent: 12/19/2016 8:39:40 AM woody.dillaha@performancematters.com Viewed: 12/19/2016 8:54:39 AM President & Cofounder Signed: 12/19/2016 9:03:10 AM Security Level: Email, Account Authentication (None) Using IP Address: 71.43.247.30 Electronic Record and Signature Disclosure: Accepted: 12/19/2016 8:54:39 AM ID: ace55735-7678-4f00-bc17-201cf482d3fe Gary Appenfelder Sent: 12/19/2016 9:03:13 AM gary.appenfelder@mnps.org Viewed: 12/19/2016 9:14:55 AM Director of Purchasing Signed: 12/19/2016 9:15:19 AM Metro Nashville Public Schools Security Level: Email, Account Authentication (None) Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Toni Russell Sent: 12/19/2016 9:15:23 AM toni.russell@mnps.org Viewed: 12/19/2016 1:18:35 PM Security Level: Email, Account Authentication (None) Signed: 12/19/2016 3:55:01 PM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 12/19/2016 1:18:35 PM ID: 9fe2e082-8862-4c9f-a29c-cb3ce910e20c Kenneth Stark Sent: 12/19/2016 3:55:04 PM kenneth.stark@mnps.org Viewed: 12/19/2016 3:56:32 PM Security Level: Email, Account Authentication (None) Signed: 12/19/2016 3:57:38 PM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 12/19/2016 3:56:32 PM ID: b63c24a0-b6a7-4591-89b2-65656dfa75bc Signer Events Signature Timestamp Paul Changas Sent: 12/19/2016 3:57:42 PM paul.changas@mnps.org Viewed: 12/19/2016 5:00:05 PM Security Level: Email, Account Authentication (None) Signed: 12/19/2016 5:01:25 PM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 12/19/2016 5:00:05 PM ID: 43f40ccc-8095-454d-ba43-d93825e67c5f Monique Felder Sent: 12/20/2016 8:36:25 AM monique.felder@mnps.org Resent: 12/20/2016 10:37:13 AM Security Level: Email, Account Authentication (None) Viewed: 12/20/2016 11:29:22 AM Using IP Address: 96.4.9.1 Signed: 12/20/2016 11:29:38 AM Electronic Record and Signature Disclosure: Accepted: 12/20/2016 11:29:22 AM ID: 4ee9b827-07cc-47a3-83a6-b50cbdc2b709 Glenda Gregory Sent: 12/20/2016 11:29:42 AM Glenda.gregory@mnps.org Viewed: 12/20/2016 12:11:01 PM Security Level: Email, Account Authentication (None) Signed: 12/20/2016 12:11:21 PM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 10/3/2013 10:38:22 AM ID: 7aab87f9-6f08-4aa4-9d95-b16b2beb02a7 Chris Henson Sent: 12/20/2016 12:11:25 PM chris.henson@mnps.org Viewed: 12/20/2016 1:48:06 PM CFO Signed: 12/20/2016 1:48:35 PM Security Level: Email, Account Authentication (None) Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 10/6/2013 8:41:36 PM ID: 51a69a5d-a0b4-4155-bc59-1cfd0c183010 Anna Shepherd Sent: 12/20/2016 1:48:39 PM cameo.bobo@mnps.org Viewed: 12/20/2016 2:21:34 PM Board Chair Signed: 12/20/2016 2:21:52 PM Security Level: Email, Account Authentication (None) Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 12/20/2016 2:21:34 PM ID: ffa7eb1e-099a-4b0b-935b-d08395f58a7f Chinita White Sent: 12/20/2016 2:21:56 PM chinita.white@nashville.gov Viewed: 12/20/2016 3:20:25 PM Security Level: Email, Account Authentication (None) Signed: 12/21/2016 10:34:57 AM Using IP Address: 170.190.198.190 Electronic Record and Signature Disclosure: Accepted: 11/18/2013 11:18:21 AM ID: 46dcd694-ee3f-43ce-8974-163755b4219c Signer Events Signature Timestamp Talia Lomax-O'dneal Sent: 12/21/2016 10:35:01 AM talia.lomaxodneal@nashville.gov Viewed: 12/21/2016 11:33:15 AM Security Level: Email, Account Authentication (None) Signed: 12/21/2016 11:33:24 AM Using IP Address: 24.11.242.169 Electronic Record and Signature Disclosure: Accepted: 12/21/2016 11:33:15 AM ID: 272f76da-5dc0-46b0-84ee-4aff41264766 Sally Palmer sally.palmer@nashville.gov Security Level: Email, Account Authentication (None) Completed Sent: 12/21/2016 11:33:27 AM Viewed: 12/21/2016 1:11:00 PM Signed: 12/21/2016 1:18:05 PM Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Accepted: 12/21/2016 1:11:00 PM ID: 043c682a-0e4c-41f9-b404-ff8381f2920e Balogun Cobb Sent: 12/21/2016 1:18:09 PM Balogun.cobb@nashville.gov Viewed: 12/21/2016 2:22:38 PM Insurance Division Manager Signed: 12/21/2016 3:24:03 PM Security Level: Email, Account Authentication (None) Using IP Address: 170.190.198.144 Electronic Record and Signature Disclosure: Accepted: 12/16/2013 9:15:56 AM ID: f09ba54f-35ed-45e3-b42c-7144f4e60a8d Mark Murray, Legal Sent: 12/21/2016 3:24:08 PM mark.murray@nashville.gov Viewed: 12/22/2016 9:31:40 AM Metropolitan Attorney Signed: 12/22/2016 9:32:16 AM Security Level: Email, Account Authentication (None) Using IP Address: 170.190.198.144 Electronic Record and Signature Disclosure: Accepted: 12/22/2016 9:31:40 AM ID: 63e774a7-308e-4eaf-b0cf-c562a747a2b8 Shannon Hall Sent: 12/22/2016 9:32:20 AM Marlene.fuller@nashville.gov Viewed: 12/22/2016 9:38:05 AM Security Level: Email, Account Authentication (None) Signed: 12/22/2016 10:06:53 AM Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Accepted: 12/22/2016 10:06:34 AM ID: 1d4438c4-5daf-4ad5-b1b6-ce61d54f7a5d In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carbon Copy Events Status Peggy Winstead Timestamp Sent: 12/20/2016 12:11:26 PM peggy.winstead@mnps.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/17/2015 8:25:54 AM ID: 5a3940c8-e8fe-4588-91fb-30986b17d51b Sally Palmer Sent: 12/22/2016 9:32:20 AM Sally.Palmer@nashville.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/21/2016 1:11:00 PM ID: 043c682a-0e4c-41f9-b404-ff8381f2920e Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/22/2016 9:32:20 AM Certified Delivered Security Checked 12/22/2016 9:38:05 AM Signing Complete Security Checked 12/22/2016 10:06:53 AM Completed Security Checked 12/22/2016 10:06:53 AM Electronic Record and Signature Disclosure CONSUMER DISCLOSURE From time to time, Metro Nashville Public Schools (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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DocuSign Envelope ID: 9DBF09D4-B79C-4AB1-9FA5-2F50AAB41F0F BOARD OF EDUCATION CONTRACT AMENDMENT SUMMARY FROM: METROPOLITAN BOARD OF PUBLIC EDUCATION TO: Talia Lomax-O’dneal, Director Metropolitan Department of Finance Contract Number: 2-276664-01A1 Start Date: 11/30/2016 End Date: 6/30/2019 Contractor: Performance Matters LLC Address: Scottsdale, AZ PURPOSE OF CONTRACT: First amendment to the contract, removing the option for full district access in FY17.___________________________________________________________________________________ DOES THIS AMENDMENT REQUIRE FUNDS AUTHORIZATION BY THE MBPE? NO Board Approval Date: N/A IS THIS CONTRACT WITH A FEDERAL, STATE, OR PUBLIC AGENCY: INTERGOVERNMENTAL CONTRACT? NO IS THIS A REVENUE CONTRACT (BOARD OF EDUCATION WILL RECEIVE FUNDS)? NO GRANT SUMMARY (IF APPLICABLE) Grant Name: ___________________________ IF AMENDMENT: Amount expected to receive: $________ Business unit to which it will be deposited: ________________ Are matching funds required? YES/NO If yes, amount of obligation: $________ If yes, specify fund that is being obligated: ______________ Additional funding obligated: Account number: ___N/A_______ Fund number: ___N/A_______ MNPS Contact Person: Paul Changas Phone Number: 615-259-8425 Revised 8/30/2014 $ 0.00 Contract Agent: Gary Appenfelder Phone Number: 615-259-8533 DocuSign Envelope ID: 9DBF09D4-B79C-4AB1-9FA5-2F50AAB41F0F Contract Number: 2-276664-01A1 AMENDMENT NUMBER 1 TO METROPOLITAN BOARD OF PUBLIC EDUCATION CONTRACT WITH PERFORMANCE MATTERS LLC FOR PURCHASE OF PROFESSIONAL SERVICES This amendment is entered into by and between the Metropolitan Government of Nashville and Davidson County by and through the Metropolitan Board of Public Education (“MBPE” or “MNPS”) and Performance Matters LLC (“Contractor”). WITNESSETH WHEREAS, the parties desire to modify the terms and conditions and to add or delete certain other terms and conditions to their original agreement filed with the Metro Clerk’s Office on December 22, 2016, MBPE Contract Number 2-276664-01, hereinafter the “Contract”, the parties hereby agree as set forth below. 1. Effective April 3, 2017, Exhibit C (attached hereto) is hereby appended to and made a part of the Contract. 2. Subject to the modifications set forth in this Amendment, the above-referenced Contract between the parties is hereby ratified and confirmed. 3. This Amendment shall not be binding upon the parties until it has been signed first by the authorized representatives of Contractor, by the authorized representatives of the Metropolitan Government, and filed in the office of the Metropolitan Clerk. Page 1 of 2 Revised 7/28/2016 DocuSign Envelope ID: 9DBF09D4-B79C-4AB1-9FA5-2F50AAB41F0F Contract Number: 2-276664-01A1 THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY BY AND THROUGH THE METROPOLITAN BOARD OF PUBLIC EDUCATION: APPROVED: FILED IN THE OFFICE METROPOLITAN CLERK: OF _______________________________ Chair, MBPE _______________________________ RECOMMENDED: Date Filed: ______________________ _____________________________ Department Head, MNPS PERFORMANCE MATTERS LLC: _____________________________ Director of Purchasing, MNPS By: _____________________________ _____________________________ Executive Staff Member, MNPS Name: __________________________ APPROVED AS TO AVAILABILITY OF FUNDS: Title: ___________________________ Account Number ________________________________ Chief Financial Officer, MNPS ________________________________ Metropolitan Director of Finance APPROVED AS TO FORM AND LEGALITY: ________________________________ Metropolitan Attorney Page 2 of 2 Revised 7/28/2016 THE DocuSign Envelope ID: 9DBF09D4-B79C-4AB1-9FA5-2F50AAB41F0F Page 1 of 2 Service Change Request (“SCR”) Performance Matters LLC (“PM”) a Utah limited liability company, located at: 7730 South Union Park Avenue, Suite 500 Sandy, Utah 84047 Metropolitan Nashville Public Schools (“Customer”) located at: 2601 Bransford Avenue Nashville, TN 37204 SCR Effective Date April 3, 2017 SCR Number In97275 PM contact: Dr. Roderick Sams Client contact: Effective on the SCR Effective Date, this SCR is incorporated by this reference into the Subscription, Services and Hosting Agreement dated 12/22/2016 (“Agreement”) by and between the parties and is governed by the terms and provisions of that Agreement. Except as amended or supplemented by this SCR, the terms and conditions of the Agreement remain in full force and effect. 1. The Payment Remittance Address is 8860 East Chaparral Road, Suite 100, Scottsdale, AZ 85250. All payments should be directed to Accounts Receivable at this address. Any billing questions may be sent via email to . Description of SCR Change to Agreement: The following item is to be removed from the contract: Performance Matters Solutions – January 1, 2017 – June 30, 2017 6 months Software: Unify Analytics: 81,000 students Cost $60,750.00 Due Net 30 Pricing Terms • Pricing reflects current Performance Matters pricing. Pricing is valid until June 30, 2017. • Performance Matters software license fees are due annually Net 30 of the beginning of the annual term • Performance Matters services fees are due upon completion of delivery milestones established upon contract. • Performance Matters Training Fees are due Net 30 at the beginning of the annual term. Accepted and Agreed as of SCR Effective Date. Metropolitan Nashville Public Schools Performance Matters LLC Signed: Signed: Name: Name: Title: Title: Date: Date: Certificate Of Completion Envelope Id: 9DBF09D4B79C4AB19FA52F50AAB41F0F Status: Completed Subject: Performance Matters 2-276664-01A1: remove full district option for FY17 Source Envelope: Document Pages: 4 Signatures: 10 Envelope Originator: Supplemental Document Pages: 0 Initials: 3 Gary Appenfelder Payments: 0 2601 Bransford Ave Certificate Pages: 7 AutoNav: Enabled EnvelopeId Stamping: Enabled Nashville, TN 37204 Time Zone: (UTC-06:00) Central Time (US & gary.appenfelder@mnps.org Canada) IP Address: 96.4.9.1 Record Tracking Status: Original 4/4/2017 1:10:10 PM Signer Events Holder: Gary Appenfelder Location: DocuSign gary.appenfelder@mnps.org Signature Timestamp Gary Appenfelder Sent: 4/4/2017 1:22:39 PM gary.appenfelder@mnps.org Viewed: 4/4/2017 2:21:15 PM Director of Purchasing Signed: 4/4/2017 2:21:39 PM Metro Nashville Public Schools Security Level: Email, Account Authentication (None) Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Woody Dillaha Sent: 4/4/2017 2:21:40 PM woody.dillaha@performancematters.com Resent: 4/18/2017 11:37:28 AM President and Co-founder Resent: 5/2/2017 12:27:09 PM Performance Matters, LLC Security Level: Email, Account Authentication (None) Using IP Address: 12.130.117.211 Viewed: 5/2/2017 1:50:50 PM Signed: 5/2/2017 1:58:52 PM Electronic Record and Signature Disclosure: Accepted: 5/2/2017 1:50:50 PM ID: f2f80d71-0a10-4d21-86e5-c4b9e2e4ed8f Gary Appenfelder Sent: 5/2/2017 1:58:55 PM gary.appenfelder@mnps.org Viewed: 5/2/2017 4:48:21 PM Director of Purchasing Signed: 5/2/2017 4:48:41 PM Metro Nashville Public Schools Security Level: Email, Account Authentication (None) Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Paul Changas Sent: 5/2/2017 4:48:43 PM paul.changas@mnps.org Viewed: 5/7/2017 12:04:27 PM Security Level: Email, Account Authentication (None) Signed: 5/7/2017 12:04:42 PM Using IP Address: 69.180.240.246 Electronic Record and Signature Disclosure: Accepted: 5/7/2017 12:04:27 PM ID: 452dd12c-ec30-4f34-af8b-295f0bfc3889 Signer Events Signature Timestamp Jana Carlisle Sent: 5/7/2017 12:04:44 PM jana.carlisle@mnps.org Viewed: 5/8/2017 12:55:38 PM Security Level: Email, Account Authentication (None) Signed: 5/8/2017 12:56:02 PM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 5/8/2017 12:55:38 PM ID: 54747357-f24a-4781-8720-db7649ce4cca Glenda Gregory Sent: 5/8/2017 12:56:04 PM Glenda.gregory@mnps.org Viewed: 5/9/2017 8:03:01 AM Security Level: Email, Account Authentication (None) Signed: 5/9/2017 8:03:10 AM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 10/3/2013 10:38:22 AM ID: 7aab87f9-6f08-4aa4-9d95-b16b2beb02a7 Chris Henson Sent: 5/9/2017 8:03:12 AM chris.henson@mnps.org Viewed: 5/9/2017 8:46:42 AM CFO Signed: 5/9/2017 8:47:24 AM Security Level: Email, Account Authentication (None) Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 10/6/2013 8:41:36 PM ID: 51a69a5d-a0b4-4155-bc59-1cfd0c183010 Anna Shepherd Sent: 5/9/2017 8:47:27 AM cameo.bobo@mnps.org Viewed: 5/9/2017 2:52:13 PM Board Chair Signed: 5/9/2017 2:52:21 PM Security Level: Email, Account Authentication (None) Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 5/9/2017 2:52:13 PM ID: bcb487b5-c617-4945-9400-d908cdbb4141 Chinita White Sent: 5/9/2017 2:52:24 PM chinita.white@nashville.gov Viewed: 5/9/2017 3:08:04 PM Security Level: Email, Account Authentication (None) Signed: 5/9/2017 3:08:25 PM Using IP Address: 170.190.198.190 Electronic Record and Signature Disclosure: Accepted: 11/18/2013 11:18:21 AM ID: 46dcd694-ee3f-43ce-8974-163755b4219c Talia Lomax-O'dneal Sent: 5/9/2017 3:08:28 PM talia.lomaxodneal@nashville.gov Viewed: 5/9/2017 4:25:27 PM Security Level: Email, Account Authentication (None) Signed: 5/9/2017 4:25:44 PM Using IP Address: 12.204.223.242 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 5/9/2017 4:25:27 PM ID: 77ff1b52-3f58-4e6b-b96c-5e56efc81631 Signer Events Signature Timestamp Sally Palmer Completed Sent: 5/9/2017 4:25:46 PM sally.palmer@nashville.gov Security Level: Email, Account Authentication (None) Viewed: 5/10/2017 8:11:15 AM Signed: 5/10/2017 8:17:32 AM Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Accepted: 5/10/2017 8:11:15 AM ID: 1e6e7e66-e7dd-4d31-921b-5821ab0f7ac1 Mark Murray, Legal Sent: 5/10/2017 8:17:34 AM mark.murray@nashville.gov Viewed: 5/10/2017 12:00:24 PM Metropolitan Attorney Signed: 5/10/2017 12:00:36 PM Security Level: Email, Account Authentication (None) Using IP Address: 170.190.198.144 Electronic Record and Signature Disclosure: Accepted: 5/10/2017 12:00:24 PM ID: 7753f296-34db-4839-a014-d8e4c459195a Shannon Hall Sent: 5/10/2017 12:00:39 PM Marlene.fuller@nashville.gov Viewed: 5/10/2017 12:09:33 PM Security Level: Email, Account Authentication (None) Signed: 5/10/2017 12:09:41 PM Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Accepted: 5/10/2017 12:09:33 PM ID: ea0443f8-f4f1-4460-94b3-6aa7d8568cde In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Peggy Winstead Sent: 5/9/2017 8:03:12 AM peggy.winstead@mnps.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/17/2015 8:25:54 AM ID: 5a3940c8-e8fe-4588-91fb-30986b17d51b Sally Palmer Sent: 5/10/2017 12:00:39 PM Sally.Palmer@nashville.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/10/2017 8:11:15 AM ID: 1e6e7e66-e7dd-4d31-921b-5821ab0f7ac1 Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/10/2017 12:00:39 PM Envelope Summary Events Status Timestamps Certified Delivered Security Checked 5/10/2017 12:09:33 PM Signing Complete Security Checked 5/10/2017 12:09:41 PM Completed Security Checked 5/10/2017 12:09:41 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure CONSUMER DISCLOSURE From time to time, Metro Nashville Public Schools (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Metro Nashville Public Schools: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: gary.appenfelder@mnps.org To advise Metro Nashville Public Schools of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at gary.appenfelder@mnps.org and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from Metro Nashville Public Schools To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to gary.appenfelder@mnps.org and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Metro Nashville Public Schools To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to gary.appenfelder@mnps.org and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Browsers (for SENDERS): Browsers (for SIGNERS): Email: Screen Resolution: Enabled Security Settings: Windows2000? or WindowsXP? 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify Metro Nashville Public Schools as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Metro Nashville Public Schools during the course of my relationship with you. DocuSign Envelope ID: 0BFF9F33-4274-4361-9D30-251F27E4A01A A-38507 BOARD OF EDUCATION AMENDMENT FROM: TO: Talia Lomax-O’dneal, Director METROPOLITAN BOARD OF PUBLIC EDUCATION Metropolitan Department of Finance Contract Number: 2-276664-01A2 Contractor: Performance Matters 6/27/2018 Sourcing Method: Piggy-Back The School Board of Orange County, FL (RFP #1304078) Start Date: XXXXXXXXX 6/13/2018 End Date: 6/30/2019 Address: 8860 E. Chaparral Road, Suite 100 City: Scottsdale State: AZ Zip: 85250 Supplier Number: 276664 Supplier Email: legal@performancematters.com PURPOSE OF CONTRACT: Amendment #2 to extend the contract term to June 30, 2019 and increase compensation by $411,000 to reach a new not to exceed value of $1,005,275. Contract is for Contractor's Unify platform for student assessments and analysis. CONTRACT SPECIFICS: Does this engagement require fund authorization by the MBPE? Yes XXXXXXXX 6/26/2018 Board Approval Date: 6/12/2018 Is this an Intergovernmental Contract? No Is this a Revenue contract (Board of Education will receive funds)? No Is there DBE Participation? No Type of DBE (check all that apply): SBE MBE WBE SDV Value of DBE Participation: $ GRANT SUMMARY (IF APPLICABLE): Grant Name: Amount expected to receive: $ Business unit to which it will be deposited: Are matching funds required? No If yes, amount of obligation: $ If yes, specify fund that is being obligated: CONTRACT FINANCIAL SUMMARY: The additional funding obligated by the amendment: The not to exceed contract value is: $ $411,000 $1,005,275.00 BUDGET INFORMATAION: Account number: 80101055.502229.2170910 MNPS Contact Person: Paul Changas Phone Number: (615) 259-8425 Version 20180328 Fund number: 35131 Contract Agent: Kevin Edwards Phone Number: 615-259-8548 Contract Financial Summary DocuSign Envelope ID: 0BFF9F33-4274-4361-9D30-251F27E4A01A Contract Number: 2-276664-01A2 AMENDMENT NUMBER 2 TO METROPOLITAN BOARD OF PUBLIC EDUCATION CONTRACT WITH PERFORMANCE MATTERS LLC FOR PURCHASE OF PROFESSIONAL SERVICES This amendment is entered into by and between the Metropolitan Government of Nashville and Davidson County by and through the Metropolitan Board of Public Education (“MBPE” or “MNPS”) and Performance Matters LLC, 8860 E. Chaparral Road, Suite 100, Scottsdale, AZ 85250 (“Contractor”). WITNESSETH WHEREAS, the parties desire to modify the terms and conditions and to add or delete certain other terms and conditions to their original agreement filed with the Metro Clerk’s Office on December 22, 2016, MBPE Contract 2-276664-01 and its Amendments, collectively hereinafter the “Contract”, the parties hereby agree as set forth below. 1. Section 3 a) of the Contract has been removed and replaced with the following: The Contract term will begin November 30, 2016 and end June 30, 2019. 2. The total compensation in Section 5 e) of the Contract has been increased by $411,000 to reach a new not to exceed total of $1,005,275. Therefore, Section 5 e) has been removed and replaced with the following: Total compensation for this Contract shall not exceed $1,005,275. 3. Subject to the modifications set forth in this Amendment, the above-referenced Contract between the parties is hereby ratified and confirmed. 4. This Amendment shall not be binding upon the parties until it has been signed first by the authorized representatives of Contractor, by the authorized representatives of the Metropolitan Government, and filed in the office of the Metropolitan Clerk. Page 1 of 2 Revised 7/28/2016 DocuSign Envelope ID: 0BFF9F33-4274-4361-9D30-251F27E4A01A Contract Number: 2-276664-01A2 THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY BY AND THROUGH THE METROPOLITAN BOARD OF PUBLIC EDUCATION: APPROVED: CONTRACTOR: PeopleAdmin, Inc. MBPE Board Chair Firm/Organization Signature Mayor John H. Blaha Name RECOMMENDED: CEO Title Director of Procurement 5/15/2018 12:02 PM CDT Date Department Head N/A Executive Staff Member APPROVED AS TO AVAILABILITY OF FUNDS: 80101055.502229.2170910 Account #: _____________________________ Chief Operating Officer Metropolitan Director of Finance APPROVED AS TO FORM AND LEGALITY: FILED IN THE OFFICE OF THE METROPOLITAN CLERK: Metropolitan Clerk 7/11/2018 7:35 AM CDT Metropolitan Attorney Date Filed Page 2 of 2 Revised 7/28/2016 Certificate Of Completion Envelope Id: 0BFF9F33427443619D30251F27E4A01A Status: Completed Subject: Performance Matters LLC 2-276664-01A2 Source Envelope: Document Pages: 3 Signatures: 9 Envelope Originator: Certificate Pages: 4 Initials: 7 Kevin Edwards AutoNav: Enabled 2601 Bransford Ave EnvelopeId Stamping: Enabled Nashville, TN 37204 Time Zone: (UTC-06:00) Central Time (US & Canada) Kevin.Edwards@mnps.org IP Address: 96.4.9.1 Record Tracking Status: Original 5/15/2018 10:04:05 AM Signer Events Holder: Kevin Edwards Location: DocuSign Kevin.Edwards@mnps.org Signature Timestamp Jeff Gossage Sent: 5/15/2018 10:25:35 AM Jeff.Gossage@mnps.org Viewed: 5/15/2018 10:37:51 AM Director, Procurement Department Signed: 5/15/2018 10:39:12 AM MNPS Security Level: Email, Account Authentication (None) Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign John H. Blaha Sent: 5/15/2018 10:39:13 AM legal@peopleadmin.com Viewed: 5/15/2018 12:02:12 PM CEO Signed: 5/15/2018 12:02:32 PM PeopleAdmin, Inc. Security Level: Email, Account Authentication (None) Using IP Address: 207.235.33.2 Electronic Record and Signature Disclosure: Not Offered via DocuSign Gary Pope Sent: 5/15/2018 12:02:34 PM Gary.Pope@mnps.org Viewed: 5/16/2018 9:36:07 AM Security Level: Email, Account Authentication (None) Signed: 5/16/2018 9:36:54 AM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign Glenda Gregory Sent: 5/16/2018 9:36:56 AM Glenda.Gregory@mnps.org Viewed: 5/16/2018 12:29:02 PM Security Level: Email, Account Authentication (None) Signed: 5/16/2018 12:30:34 PM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign Paul Changas Sent: 5/16/2018 12:30:36 PM Paul.Changas@mnps.org Viewed: 5/16/2018 3:46:50 PM Executive Director, Research/Evaluation Signed: 5/16/2018 3:47:21 PM Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Using IP Address: 96.4.9.1 Signer Events Signature Timestamp Completed Sent: 5/16/2018 3:47:23 PM Not Offered via DocuSign Kevin Edwards kevin.edwards@mnps.org Contracting Agent Metro Nashville Public Schools Viewed: 6/13/2018 6:59:53 AM Signed: 6/13/2018 6:59:55 AM Using IP Address: 96.4.9.1 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kevin Edwards kevin.edwards@mnps.org Completed Viewed: 6/27/2018 8:15:01 AM Signed: 6/27/2018 8:15:29 AM Contracting Agent Metro Nashville Public Schools Sent: 6/13/2018 9:09:20 AM Using IP Address: 96.4.9.1 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kevin Edwards kevin.edwards@mnps.org Completed Contracting Agent Metro Nashville Public Schools Sent: 6/27/2018 8:18:50 AM Viewed: 6/27/2018 8:19:00 AM Signed: 6/27/2018 8:19:03 AM Using IP Address: 96.4.9.1 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Chris Henson Sent: 6/13/2018 6:59:56 AM chris.henson@mnps.org Resent: 6/27/2018 8:15:31 AM CFO Resent: 6/27/2018 8:19:05 AM Security Level: Email, Account Authentication (None) Using IP Address: 107.77.233.140 Signed using mobile Viewed: 6/13/2018 8:44:03 AM Signed: 6/27/2018 8:56:03 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Anna Shepherd Sent: 6/27/2018 8:56:05 AM cameo.bobo@mnps.org Viewed: 6/27/2018 10:51:38 AM Board Chair Signed: 6/27/2018 10:51:46 AM Security Level: Email, Account Authentication (None) Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign Richard Swiger Sent: 6/27/2018 10:51:48 AM Richard.Swiger@nashville.gov Viewed: 6/29/2018 9:30:49 AM Security Level: Email, Account Authentication (None) Signed: 6/29/2018 9:36:27 AM Using IP Address: 170.190.198.190 Electronic Record and Signature Disclosure: Not Offered via DocuSign Talia Lomax-O'dneal Sent: 6/29/2018 9:36:29 AM donna.foster@nashville.gov Viewed: 6/29/2018 9:47:45 AM Security Level: Email, Account Authentication (None) Signed: 6/29/2018 9:48:40 AM Using IP Address: 170.190.198.100 Signer Events Signature Timestamp Completed Sent: 6/29/2018 9:48:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sally Palmer sally.palmer@nashville.gov Security Level: Email, Account Authentication (None) Viewed: 6/29/2018 3:25:46 PM Signed: 6/29/2018 3:29:39 PM Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Not Offered via DocuSign Carly Elliott Sent: 6/29/2018 3:29:41 PM carly.elliott@nashville.gov Viewed: 7/10/2018 9:21:41 AM Security Level: Email, Account Authentication (None) Signed: 7/10/2018 9:21:51 AM Using IP Address: 170.190.198.144 Electronic Record and Signature Disclosure: Not Offered via DocuSign Richard Riebeling Sent: 7/10/2018 9:21:55 AM richard.riebeling@nashville.gov Viewed: 7/10/2018 9:22:52 AM Security Level: Email, Account Authentication (None) Signed: 7/10/2018 9:23:01 AM Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Not Offered via DocuSign David Briley Sent: 7/10/2018 9:23:03 AM david.briley@nashville.gov Viewed: 7/10/2018 4:52:04 PM Security Level: Email, Account Authentication (None) Signed: 7/10/2018 4:52:18 PM Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Not Offered via DocuSign Elizabeth Waites Sent: 7/10/2018 4:52:21 PM Marlene.fuller@nashville.gov Viewed: 7/11/2018 7:35:47 AM Metropolitan clerk Signed: 7/11/2018 7:35:55 AM Security Level: Email, Account Authentication (None) Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carbon Copy Events Status Sally Palmer Timestamp Sent: 7/10/2018 9:21:54 AM Sally.Palmer@nashville.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jackie Taylor Sent: 7/11/2018 7:35:57 AM jackie.taylor@mnps.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/11/2018 7:35:57 AM Certified Delivered Security Checked 7/11/2018 7:35:57 AM Signing Complete Security Checked 7/11/2018 7:35:57 AM Completed Security Checked 7/11/2018 7:35:57 AM Payment Events Status Timestamps DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 BOARD OF EDUCATION CONTRACT SUMMARY FROM: METROPOLITAN BOARD OF PUBLIC EDUCATION TO: Talia Lomax-O'dneal, Director Metropolitan Department of Finance Contract Number: 2-276664-00 Start Date: 11/30/2016 End Date: 6/30/2019 Contractor: Performance Matters LLC Address: Scottsdale, AZ PURPOSE OF CONTRACT: Contractor-hosted web-based software platform for managing and scheduling professional development, and employee growth management._____________________________________ DOES THIS CONTRACT/AMENDMENT REQUIRE FUNDS AUTHORIZATION BY THE MBPE? YES Board Approval Date: 11/29/2016 IS THIS CONTRACT WITH A FEDERAL, STATE, OR PUBLIC AGENCY: INTERGOVERNMENTAL CONTRACT? NO IS THIS A REVENUE CONTRACT (BOARD OF EDUCATION WILL RECEIVE FUNDS)? NO GRANT SUMMARY (IF APPLICABLE) Grant Name: ___________________________ IF CONTRACT: Amount expected to receive: $________ Business unit to which it will be deposited: ________________ Are matching funds required? YES/NO If yes, amount of obligation: $________ If yes, specify fund that is being obligated: ______________ Amount obligated for current fiscal year: Account number: __________ Fund number: __________ $ 0 (FY 2016-2017) $ 845,651 (future years) Contract Agent: Gary Appenfelder Phone Number: 615-259-8533 Revised 8/30/2014 DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 Contract Number: 2- -00 CONTRACT BETWEEN THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY BY AND THROUGH THE METROPOLITAN BOARD OF PUBLIC EDUCATION AND PERFORMANCE MATTERS LLC FOR PURCHASE OF SERVICES This contract ("Contract") is entered into by and between Metropolitan Government of Nashville and Davidson County by and through the Metropolitan Board of Public Education ("MBPE" or "MNPS") and Performance Matters LLC, 8860 E. Chaparral Road, Suite 100, Scottsdale, AZ 85250 ("Contractor"). This Contract consists of the following: a) b) c) This document Exhibit A: Pricing, Exhibit B: Contract between Shelby County Public Schools and TrueNorthLogic (Performance Matters) dated June 30, 2016. In the event of conflicting provisions, all documents shall be construed according to the following priorities: a) any properly executed amendment or change order to this Contract, (most recent with first priority), b) this document (including Exhibit A), c) Exhibit B. 1. Terms and Conditions. In addition to the terms listed in this document, the terms in Exhibit B apply and are incorporated by reference into this contract unless there is a conflict of terms. In the event of any such conflict, the terms of this document shall prevail. 2. Duties and Responsibilities of Contractor. a) Contractor agrees to provide MNPS and MNPS-identified authorized users ("Authorized Users") a subscription that includes access to and usage of a Contractor-hosted, MNPS-branded website on the internet (the "Site") and Contractor's internet-based K12 professional growth and data management products ("Products") as described in Exhibit A. The Site will include certain proprietary software and Products of Contractor and will contain certain content and data entered by MNPS. Contractor will provide ongoing support and maintenance services for the Site and Products, including application software required to support the Products and enhancements when generally made available. In conjunction with the subscription, Contractor will also provide (a) Implementation Services, (b) Hosting Services, (c) Software and Products, and (d) Training Services, each as set forth in detail in Exhibit A. Contractor will provide MNPS access to and a limited license to use the Products and proprietary software for the number of users, the subscription term and at the cost specified in Exhibit A. All Software licenses are non-exclusive and non-transferable, and shall terminate on the same date as this Contract. Revised 10/27/2016 Page 1 of 8 DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 Contract Number: 2- -00 3. b) Contractor will provide MNPS with specific data formatting and content requirements for the MNPS Data that will be imported onto Contractor's platform (the "Data Import Requirements"). MNPS will provide Contractor with all employees and other authorized user information at its own expense and in the format set forth in Data Import Requirements to perform the Implementation Services. MNPS is responsible for insuring that the MNPS Data to be imported complies with the Data Import Requirements. In the event MNPS' implementation requires Contractor to process custom import files that differ from the Data Import Requirements, additional charges will apply and will be itemized in an SCR for approval by the parties prior to import services being performed. c) Services provided under this Contract will be ordered and supplied on an as needed basis only. Nothing in this Contract shall be construed as a minimum guarantee of services to be ordered from Contractor. Term. a) The term of this Contract will begin November 30, 2016 and end June 30, 2019 ("Initial Term"). b) The term of this Contract may be extended by mutual agreement between the parties and execution of an Amendment to this Contract in accordance with section 25 herein. c) In no event shall the term of this Contract exceed five (5) years. 4. Delivery/Commencement of Services. Commencement of services under this Contract will begin at a date within the Term of this Contract and as mutually agreed upon by the parties. All delivery of services shall be made pursuant to a written purchase order issued by MNPS, which assumes no liability for any services delivered without such purchase order. 5. Compensation. a) b) Contractor shall to be paid at the fees and rates contained in Exhibit A, based upon the following schedule of payments and receipt of invoice. i) $118,060 upon start of System Setup and Configuration, ii) $29,515 upon completion of Site Implementation and successful MNPS acceptance testing (testing methodology to be mutually agreed upon, iii) First year annual subscription fees upon completion of Site Implementation and successful MNPS acceptance testing, based on the actual number of employees/observers determined by MNPS and calculated as follows: 1) $11.66 per employee for PD Management System, 2) $17.83 per employee for Evaluation, 3) $105 per observer for Calibration, The Subscription Fees defined in section 5.a)iii) above shall be payable annually upon the anniversary of the first year subscription fees payment, recalculated based on any changes to the actual numbers of employees and/or observers. The subscription fees may increase a maximum of 3% annually at the expiration of the Initial Term. Revised 10/27/2016 Page 2 of 8 DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 Contract Number: 2- -00 6. c) Invoices are to be submitted to the MNPS Director of Talent Management, Department of Human Resources for review and approval. Payment of invoices may be withheld if documentation is not sufficient. Payment will be authorized only for the approved portion of each invoice. MNPS may request additional documentation or explanation regarding services at any time and Contractor shall respond to such requests promptly with such additional information as MNPS may require. d) There will be no other charges or fees for the performance of this Contract. MNPS will make payments within 30 days of receipt of invoice. e) Total compensation for this Contract shall not exceed $845,651 unless adjusted by Amendment to this Contract. Contractor Performance Evaluation. a) The MNPS Director of Talent Management, Department of Human Resources will be responsible for performing and documenting Contractor's performance evaluation during the term of this Contract. b) Contractor performance will be evaluated based on: i) Timeliness and effectiveness of initial system implementation ii) Ease of use and effectiveness of the system functional features iii) Responsiveness to issues and customer support. 7. MNPS Right to Inspect. MNPS shall have the right to inspect any facility or project site, upon reasonable notice to Contractor, where the products/services provided under this Contract are to be produced/performed. 8. Taxes. MNPS shall not be responsible for any taxes that are imposed on Contractor. Furthermore, Contractor understands that it cannot claim exemption from taxes by virtue of any exemption that is provided to MNPS. 9. License. a) Contractor warrants and represents that it is the owner of or otherwise has the right to and does hereby grant MNPS a license to use any software provided for the purposes for which the software was obtained. Contractor grants to MNPS a limited, nonexclusive, non-transferable license to access and use software and Product(s) for the number of users and for the subscription term specified in Exhibit A. This license is solely for MNPS' internal educational and training purposes. b) MNPS represents and warrants that MNPS has appropriate rights to any data and content MNPS uploads or enters into the Site or a Product ("Customer Data"). Contractor will adopt, implement and maintain commercially reasonable security measures and procedures (including, firewalls, passwords, encryption, commercially available virus protection, access and use of adequate back-up computer servers, and periodic back-up of data) on a continuing basis. 10. Copyright, Trademark, Service Mark, or Patent Infringement. a) Contractor shall, at its own expense, be entitled to and shall have the duty to defend any suit which may be brought against MNPS to the extent that it is based on a claim that the products or services furnished infringe a copyright, Trademark, Service Mark, or patent. Revised 10/27/2016 Page 3 of 8 DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 Contract Number: 2- -00 Contractor shall further indemnify and hold harmless MNPS against any award of damages and costs made against MNPS by a final judgment of a court of last resort in any such suit. MNPS shall provide Contractor immediate notice in writing of the existence of such claim, and full right and opportunity to conduct the defense thereof, together with all available information and reasonable cooperation, assistance and authority to enable Contractor to do so. No costs or expenses shall be incurred for the account of Contractor without its written consent. MNPS reserves the right to participate in the defense of any such action. Contractor shall have the right to enter into negotiations for and the right to effect settlement or compromise of any such action, but no such settlement or compromise shall be binding upon MNPS unless approved by the Metropolitan Department of Law Settlement Committee and, where required, the Metropolitan Council. b) c) If the products or services furnished under this Contract are likely to, or do become, the subject of such a claim of infringement, then without diminishing Contractor's obligation to satisfy the final award, Contractor may at its option and expense: i) Procure for MNPS the right to continue using the products or services, or ii) Replace or modify the alleged infringing products or services with other equally suitable products or services that are satisfactory to MNPS, so that they become non-infringing, or iii) Remove the products or discontinue the services and cancel any future charges pertaining thereto, provided, however, that Contractor will not exercise option b.iii. until Contractor and MNPS have determined that options b) i) and b) ii) are impractical. Contractor shall have no liability to MNPS, however, if any such infringement or claim thereof is based upon or arises out of: i) The use of the products or services in combination with apparatus or devices not supplied or else approved by Contractor, or ii) The use of the products or services in a manner for which the products or services were neither designated nor contemplated, or iii) The claimed infringement in which MNPS has any direct or indirect interest by license or otherwise, separate from that granted herein. 11. Termination for Breach. Should either party fail to fulfill in a timely and proper manner its obligations under this Contract or if it should violate any of the terms of this Contract, the other party shall have the right to immediately terminate this Contract if the breaching party has not corrected the cause of the breach to the satisfaction of the other party within thirty (30) days of written notification of the breach by the other party. It shall also be considered a breach of Contract if a party becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in bankruptcy is filed with respect to that party and is not dismissed within thirty (30) days. Contractor may temporarily suspend the Service or remove the applicable MNPS Data, or both, if Contractor in good faith believes that MNPS has violated any Applicable Law as part of using Contractor's System. 12. Termination for Funding. In the event MNPS, in its sole discretion, does not or cannot obtain or continue the funding for this Contract from any source or sources at an aggregate level sufficient to allow for payment for the Work, MNPS may exercise one of the following alternatives: (1) terminate this Contract effective upon a date specified in a Termination Notice; Revised 10/27/2016 Page 4 of 8 DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 Contract Number: 2- -00 or (2) continue this Contract by reducing, through written notice to Contractor, the amount of this Contract and the scope of work, consistent with the nature, amount, and circumstances of the loss of funding. Any termination or reduction of this Contract pursuant to this subsection shall not affect any obligations or liabilities of either Party accruing prior to such termination or reduction. MNPS shall not face any liability or penalty as a result of such termination or reduction of this Contract. If MNPS terminates this Contract due to lack of funding, MNPS agrees not to acquire similar services from a third party for the remainder of the Term of the Contract. 13. Termination for Convenience. MNPS may terminate this Contract at any time upon thirty (30) days written notice to Contractor. Contractor shall be paid in full for all authorized expenditures and services satisfactorily provided to date, but in no case shall MNPS be liable to Contractor for compensation for any service which has not been rendered. A termination for convenience shall not be a breach of this Contract by MNPS. The final decision as to the amount, for which MNPS shall be liable, shall be determined by MNPS. Contractor shall not have any right to any actual general, special, consequential, incidental, or any other damages whatsoever of any description or amount for MNPS' exercise of its right to terminate for convenience. 14. Effect of Termination. Upon termination or expiration of this Contract, (a) Contractor will end MNPS' Subscription, and terminate MNPS' access to the Site, Services, Products, and related software, (b) MNPS will immediately pay any fees due and owing prior to the termination date, and (c) upon written request of MNPS, Contractor will make the Site and any Product available for MNPS to export MNPS data for 60 days after termination. 15. Compliance with Laws. Contractor agrees to comply with any applicable federal, state and local laws and regulations. 16. Notices and Designation of Agent for Service of Process. Notice of assignment of any rights to money due to Contractor under this Contract MUST be mailed or hand delivered to the attention of the DIRECTOR OF FINANCIAL OPERATIONS, FINANCIAL OPERATIONS, METROPOLITAN BOARD OF PUBLIC EDUCATION, 2601 BRANSFORD AVENUE, NASHVILLE, TN 37204, with a copy to the recipient for MNPS notices listed below. a) All other notices to MNPS shall be mailed or hand delivered to: Department: Purchasing Attention: Director of Purchasing Address: 2601 Bransford Avenue Nashville, TN 37204 Phone: (615) 259-8400 E-mail address: purchasing@mnps.org b) Notices to Contractor shall be sent to: Contractor: Performance Matters LLC Address: 7730 Union Park Avenue, Suite 500 Sandy, UT 84047 Phone: ( ) E-mail address: legal@performancematters.com c) Contractor's Federal Tax ID # 87-0647151. Revised 10/27/2016 Page 5 of 8 DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 Contract Number: 2- -00 17. Maintenance of Records. Contractor shall maintain documentation for all charges against MNPS. The books, records, and documents of Contractor, insofar as they relate to work performed or money received under the Contract, shall be maintained for a period of five (5) full years from the date of final payment and will be subject to audit, at any reasonable time and upon reasonable notice by MNPS or its duly appointed representatives. The records shall be maintained in accordance with generally accepted accounting principles. 18. Insurance. During the term of this Contract, Contractor shall maintain comprehensive general liability insurance, automobile liability insurance, and, if necessary, commercial umbrella insurance, each with limits not less than one million dollars ($1,000,000.00), each occurrence. The METROPOLITAN BOARD OF PUBLIC EDUCATION, 2601 BRANSFORD AVENUE, NASHVILLE, TN 37204 shall be included as an additional insured on the comprehensive general liability policy. Commercial general liability shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to MNPS. There shall be no endorsement or modification to make insurance excess over other available insurance. Contractor shall maintain workers' compensation insurance with statutory limits as required by the State of Tennessee or other applicable laws and employers' liability insurance with limits of not less than five hundred thousand dollars ($500,000). A certificate of insurance, in a form satisfactory to MNPS, evidencing said coverage shall be provided to MNPS prior to commencement of performance of this Contract. Throughout the term of this Contract, Contractor shall provide an updated certificate of insurance upon expiration of the current certificate. MNPS is part of a metropolitan form of government as set out under the Governmental Tort Liability Act in T.C.A. ? 29-20-101, et seq., and as such has its liability limits defined by law. MNPS carries no insurance and is self-insured in an adequately funded Self-Insurance Program, up to the limits as set out by the statute. 19. School District Statutory Immunity. Any other term, covenant, or condition of this Contract to the contrary notwithstanding, the School District, its officers, employees and agents, and the members of the Board of Education, retain their statutory governmental, official, and any other immunity provided pursuant to the laws of the State of Tennessee, including under T.C.A. 29-20-101 et seq., and do not waive the defenses of governmental and official immunity derived from such laws. The School District does not waive for itself or its officers, employees, agents, or for members of the Board of Education, any other defenses or immunities available to it or any of them. 20. Contingent Fees. Contractor hereby represents that Contractor has not been retained, or retained any persons, to solicit or secure a MNPS contract upon an agreement or understanding for a contingent commission, percentage, or brokerage fee, except for retention of bona fide employees or bona fide established commercial selling agencies for the purpose of securing business. Breach of the provisions of this paragraph is, in addition to a breach of this Contract, a breach of ethical standards which may result in civil or criminal sanction and/or debarment or suspension from being a contractor or subcontractor under MNPS contracts. 21. Gratuities and Kickbacks. It shall be a breach of ethical standards for any person to offer, give or agree to give any employee or former employee, or for any employee or former employee to solicit, demand, accept, or agree to accept from another person a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, or preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or in any other advisory capacity in any proceeding or application, request for ruling, Revised 10/27/2016 Page 6 of 8 DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 Contract Number: 2- -00 determination, claim, or controversy or other particular matter, pertaining to any program requirement of a contract or subcontract or to any solicitation or proposal therefore. It shall be a breach of ethical standards for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor, higher tier subcontractor, or a person associated therewith, as an inducement for the award of a subcontract or order. Breach of the provisions of this paragraph is, in addition to a breach of this Contract, a breach of ethical standards which may result in civil or criminal sanction and/or debarment or suspension from being a contractor or subcontractor under MNPS contracts. 22. Non-Discrimination. It is the policy of MNPS not to discriminate on the basis of age, race, sex, color, national origin, or disability in its hiring, promotion, demotion, dismissal or laying off, and employment practices, or in admission to, access to, or operation of its programs, services, and activities. With regard to all aspects of this Contract, Contractor certifies and warrants that it will comply with this policy. No person shall be excluded from participation in, be denied benefits of, be discriminated against in the admission or access to, or be discriminated against in treatment or employment in MNPS' contracted programs or activities, on the grounds of handicap and/or disability, age, race, color, religion, sex, national origin, or any other classification protected by federal or Tennessee State Constitutional or statutory law; nor shall they be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of contracts with MNPS or in the employment practices of MNPS' Contractors. Accordingly, all Contractors entering into contracts with MNPS shall, upon request, be required to show proof of such non-discrimination and to post in conspicuous places that are available to all employees and applicants, notices of nondiscrimination. 23. Compliance with the Americans with Disabilities Act. Contractor will provide assurances that it does not discriminate on the basis of disability in admission to, access to, or operations of its program, services, or activities, including hiring or employment practices. The Contractor will insure that qualified applicants and participants with disabilities in its services, programs, or activities have communication access that is equally effective as that provided to people without disabilities. Information shall be made available in accessible formats and auxiliary aids and services shall be provided upon the reasonable request of a qualified person with a disability. 24. Entire Contract. This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and shall govern the respective duties and obligations of the parties. 25. Modification of Contract. This Contract may be modified only by written amendment executed by all parties and their signatories hereto. 26. Effective Date. This Contract shall not be binding upon the parties until it has been signed first by the Contractor and then by the authorized representatives of MNPS and the Metropolitan Government and has been filed in the office of the Metropolitan Clerk. When it has been so signed and filed, this Contract shall be effective as of the date first written above. Revised 10/27/2016 Page 7 of 8 DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 Contract Number: 2- -00 THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY BY AND THROUGH THE METROPOLITAN BOARD OF PUBLIC EDUCATION: APPROVED: FILED IN THE OFFICE METROPOLITAN CLERK: OF THE ________________________________ Chair, MBPE RECOMMENDED: Date Filed: ______________________ ________________________________ Department Head, MNPS ________________________________ Director of Purchasing, MNPS PERFORMANCE MATTERS LLC: ________________________________ Executive Staff Member, MNPS APPROVED FUNDS: AS TO By: _________________________________ AVAILABILITY OF Title: ________________________________ Account Number ________________________________ Chief Financial Officer, MNPS ________________________________ Metropolitan Director of Finance APPROVED AS TO INSURANCE: ________________________________ Metropolitan Director of Insurance APPROVED AS TO FORM AND LEGALITY: ________________________________ Metropolitan Attorney Revised 10/27/2016 Name: _______________________________ Page 8 of 8 DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 TRUENOR-02 KHADTAREPR DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/8/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT Willis Towers Watson Certificate Center NAME: PHONE FAX (A/C, No, Ext): (877) 945-7378 (A/C, No): (888) E-MAIL ADDRESS: certificates@willis.com PRODUCER Willis of New Jersey, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 37230-5191 INSURER(S) AFFORDING COVERAGE 467-2378 NAIC # INSURER A : Transportation Insurance Company 20494 20443 INSURER B : Continental Casualty Company INSURER C : American Casualty Company of Reading, PA 20427 INSURED Performance Matters LLC 7730 South Union Park Avenue Suite #500, 5th Floor Sandy, UT 84047 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR A ADDL SUBR INSD WVD TYPE OF INSURANCE X POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE X OCCUR X B 6011429914 04/30/2016 01/01/2017 GEN'L AGGREGATE LIMIT APPLIES PER: X LOC POLICY X PROJECT LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ OTHER: A $ 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 $ AUTOMOBILE LIABILITY X ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X UMBRELLA LIAB B 6011429914 04/30/2016 01/01/2017 SCHEDULED AUTOS NON-OWNED AUTOS ONLY X COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ 1,000,000 BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X EXCESS LIAB DED C X RETENTION $ OCCUR B 6011145358 CLAIMS-MADE 04/30/2016 01/01/2017 EACH OCCURRENCE $ AGGREGATE $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below $ X Y/N N 3,000,000 3,000,000 WC611430013 04/30/2016 01/01/2017 N/A PER STATUTE OTHER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ 1,000,000 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Metropolitan Nashville Public Schools is included as an Additional Insured as respects to General Liability when required by written contract CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Metropolitan Nashville Public Schools 2601 Bransford Avenue Nashville, TN 37204 ACORD 25 (2016/03) (C) 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 Contract Number: 2- -00 Exhibit A EXHIBIT A FEES, IMPLEMENTATION REQUIREMENTS and PRICING District Pricing Summary: a. Standard system concurrency user rate is 10% of all portal users. b. The Products are provided with "AS IS" functionality available on the Effective Date of this Agreement. c. No custom work is included in the listed price. 1. SITE IMPLEMENTATION FEES. The Site Implementation Fees are based on the standard hours required by PM to perform the Baseline Site setup. Any additional hours needed to complete the Baseline Site setup will be addressed in a SCR to be agreed upon and executed by the parties. Implementation fees are detailed in the chart below: Site Implementation Services System set-up and configuration of Evaluation, PD, and Calibration Tools Hours 340 Fee $49,900.00 NA $97,675.00 Site Implementation - See attached Service Descriptions (based on 4 Evaluation Plans) $147,575.00 Total of all Site Implementation Services: 2. TRAINING SERVICES. Training Services Quantity Onsite Kick Off Onsite Training Days - $2,400 each Bundle of 3 Training Videos Fee 1 17 1 Total of all Training Services: 0.00 0.00 0.00 $0.00 3. SUBSCRIPTION FEES. Annual Subscription Fee rates listed in the chart below are for the Initial Term of the Contract and include hosting services. Calculated fees in the chart are based on estimated numbers of employees and observers. Actual fees are to calculated using the rates shown below and actual numbers of employees and observers determined by MNPS Product PD Management System - 11,200 Users @ $11.66 Evaluation - 11,200 Users @ $17.83 Calibration - 500 Observers @ $105 Subscription Term 7/1/2017 - 6/30/2018 Total Subscriptions Subscription Fee $130,592.00 $199,696.00 $52,500.00 $382,788.00 DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 Subscription. Services and Hosting Agreement This Subscription. Services and Hosting Agreement ("Agreement") is by and between iAssessment, ltC, a Utah limited liability company also known as Truenorthlogic, located at 8180 South 700 East, Suite 2S0, Sandy, Utah 84070 ('TNl") and Shelby County Board of Education, operating as Shelby County Schools ("Customer" or "SCS") located at 160 S. Hollywood Street Memphis, TN 38112. This Agreement is effective as of the last date of signature ("Effective Date"). The Agreement consists of this Agreement and the Exhibits, and any documents attached to or incorporated by reference into the Agreement {the "Other Documents"}. In the event of any conflict or ambiguity, the following order of precedence controls the Agreement: (1) the Agreement; (2) Other Documents. 1. SUBSCRIPTION. This Agreement provides Customer access to and usage of the TNl-hosted Customer Site and TNL's internet-based K-12 professional growth system including application software required to support the Products. 2. TNl PRODUCTS AND SERVICES. a. Implementation Services. TNL will provide Implementation Services for the implementation, operation, and maintenance of a Customer-branded website on the World Wide Web portion of the Internet ("Site"). The Site will include certain proprietary software of TNl and certain content provided by Customer. b. Hosting Services. TNl will provide Hosting Services to Customer for the Site, any software applications and Products as specified and described in Exhibit A. The Products will be hosted by TNL on the TNl platform, c, Products. TNl will provide Customer access to and use of Products for the number of users, the term and at the cost specified in Exhibit A. d. Training Services. TNL will provide Site and Product training and/or documentation and videos for the Customer as detailed in Exhibit A. Training will be scheduled as mutually agreed by the parties and must be completed during the term of the Agreement, and any renewal terms. 3. TNlOBLIGATIONS. a. The Customer Site will be updated and maintained including bug fixes. Customer will be notified by the TNL Project Team regarding scheduled system maintenance, product patch release dates and associated information. TNl warrants that the Products will perform in accordance with the specifications and functionality described in TNL's response to Customer's Request for Proposals ("RFP Response"), which RFP Response is incorporated into this Agreement by reference, and will not materially degrade during the term of the Agreement, b. TNL will provide any Customer requested updates, revisions and enhancements for the Site per an executed Service Change Request form (USCRJ/) in the form attached as Exhibit B. Each SCR is an amendment to the Agreement, and must be executed by the parties prior to work commencing. c. TNL will provide ongoing support and maintenance services for the Professional Growth System induding application software required to support the Products with all bug fixes and enhancements when generally made available. 4. CUSTOMER OBLIGATIONS, During the term of the Agreement, Customer agrees to: a. be responsible for Site end-user registration, maintenance of passwords and accounts for end-user access, and to keep its passwords secure and confidential; b, be solely responsible for customer Data and all activity in its account and on the Site; c. use commercially reasonable efforts to prevent unauthorized access to its account, and notify TNL promptly of any such unauthorized access; d. use the Site, Products and Services only in accordance with TNL's written technical guides and applicable law. Customer may allow authorized third parties to access the Product and Site in compliance with the terms of this Agreement, so long as the access is for the sale benefit of Customer; and TNt SI,bIWpUon Ar,ml 101S 100? ilpproved DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 e. be responsible for compliance by such Customer-authorized third parties with applicable law and this Agreement. S. FEES. a. Payment Terms. Customer will pay all fees net thirty (30) days of receipt of invoice. b. Taxes. Except to the extent that Customer provides TNL with a valid tax exemption certificate authorized by the appropriate taxing authority, Customer must pay any taxes, impositions, or other charges imposed or levied by any governmental authority, including any sales, use, value-added, or withholding taxes, in connection with the Invoice (except for any TNL income or TNL employee taxes). 6. INTELLECTUAL PROPERTY, OWNERSHIP AND LICENSES. a. License to Use Products. TNL grants to Customer access to and use of each Product for the number of users and for the term specifled in Exhibit A, solely for Customer's internal educational and training purposes. b. CUstomer Data. All data and content uploaded or entered into the Site or a Product by Customer remains the property of Customer, as between TNl and Customer ("Customer Data"). Customer grants TNl the right to use the Customer Data solely for purposes of performing under this Agreement and in accordance with applicable state and federal law, During the term of this Agreement, Customer may export its Customer Data to the extent allowed by functionality within the Site and the Product. Customer warrants and represents that Customer has appropriate rights to any Customer Data added to the Site or any Product. 1. Extraction of Customer Data. CUstomer may periodlcally request an extract of raw data as necessary for its business operations, TNl shall, within five (S) business days of Customer's request, provide Customer, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to TNLL an extract of the Customer Data in the format specified by Customer. TNL and Customer will agree upon a reporting format for Customer Data required on a frequent basiS. 2. Backup and Recovery of Customer Data, As a part of the Services, TNL is responsible for maintaining a backup of Customer Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Unless otherwise described in an Exhibit A, TNl shall maintain a contemporaneous backup of Customer Data that can be recovered within two (2) hours at any point in time. Additionally, TNL shall store a backup of Customer Data in an off-site "hardened" facility no less than daily, maintaining the security of Customer Data, the security requirements of which are further described herein, Any backups of CUstomer Data shall not be considered in calculating storage used by Customer. 3. Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected to compromise the security, confidentiality, or integrity of Customer Data or the physical, technical, administrative, or organizational safeguards put in place by TNL that relate to the protection of the security, confidentiality, or integrity of Customer Data, TNL shall, as applicable: (a) notify Customer as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Customer in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials reqUired to comply with applicable law or as otherwise required by Customer; (c) in the case of personally identifiable information, such as an individual's social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother's maiden name, email address, etc, ("PII"), at Customer's sole election, (i) notify the affected individuals who comprise the PI! as soon as practicable but no later than is required to comply with applicable law, or, in the absence of any legally required notification period, within five (S) calendar days of the occurrence; Of, (ii) reimburse CUstomer for any costs in notifying the affected individuals; (d) in the case of PIl, proVide third-party credit and identity monitoring services to each of the affected individuals who comprise the PI! for the period required to comply with applicable law, Of, in the absence of any legally required monitoring services, for no less than twelve (12) months follOWing the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Customer's obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Customer for any and all Claims (as defined herein), including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Customer in connection with the occurrence; (g) be responsible for recreating lost Customer Data in the manner and on the 1NL S"bluiption Ag,nt 2D1S.llJ{)& approved DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 schedule set by CUstomer without charge to Customer; and, (h) provide to Customer a detailed plan within ten (10) calendar days of the occurrence describing the measures TNl will undertake to prevent a future occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of TNl's representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps TNl has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by TNl. This Section shall survive the termination of this Agreement. c. Restrictions. Customer may not (i) sell, resell, rent or lease the Professional Growth System, Site, Products, or any deliverable under this Agreement, or use the Professional Growth System, Site, Products or any deliverables in a service provider capacity; (ii) use the Professional Growth System, Site, Products or any deliverables to store or transmit infringing, unsolicited marketing em ails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Professional Growth System, Site, Products or any deliverables or attempt to gain unauthorized access to the Professional Growth System, Site, Products, any deliverables or their related systems or networks; (iv) use the Professional Growth System, Site, Products or any deliverables for any use other than for internal Customer educational purposes; (v) reproduce, frame, mirror, modify, translate, enhance, decompile, disassemble, copy, download or reverse engineer the Professional Growth System, Site, Products or any deliverables, or modify, create derivative works based on the Professional Growth System, Site, Products or any deliverables; or (vi) access the Professional Growth System, Site, Products or any deliverables to build a competitive service or product, or copy any feature, function or graphic for competitive purposes. Any such materials placed on the Professional Growth System, Site, Products or any deliverables which do not satisfy the foregoing requirements shall be deemed to be a material breach of this Agreement and may be removed by TNl. d. Products. All audio, video and other content, curriculum, documentation, and software (including without limitation applets, animations, and application software) required to support the Site, Services or Products provided by TNL as part of the Subscription are licensed to Customer as follows: TNL grants Customer a non-exclusive, non-transferable license during the term of the Agreement to access and use the Site, Services or Products for internal educational and training purposes solely in connection with this Agreement. e. Artistic and Content Control. Except as expressly provided otherwise under the Agreement, Customer shall have exclusive artistic and editorial control over the Site, including the Site design and integration of Customer Content. Any changes made to the artistic and editorial content of the Site following Customer's initial acceptance of the Site, will be subject to a SCR executed by the parties. f. TNl's Reservation of Rights. The content, documentation, code, software, workflow processes, user interface, website, designs l design concepts, know-how, methodologies, Products and other items provided by TNl under this Agreement are the proprietary property of TNl and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with TNl. Customer may not remove or modify any proprietary marking or restrictive legends in the Professional Growth System, Site, Products or any deliverables. TNL reserves all rights unless expressly granted in this Agreement. 7. MUTUAL CONFIDENTIALITY. a. Definition of Confidential Information. Confidential Information means all non-public information including Personally Identifiable Information ("PII") as defined by applicable law, disclosed by a party {"Discloser"} to the other party ("Recipient"), whether orally or in writing, that is deSignated as confidential or that reasonably shOUld be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). TNL's Confidential Information includes without limitation the Product, its user interface design and layout, pricing information, the Services or any deliverables. b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any ConfidentIal Information of the Discloser for any purpose outside the scope of this Agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and TNl SlIblcrtpllon Agll\llOlS 101)3 ~rpruv~d DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 contractors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this Agreement. c. Exclusions, Confidential Information excludes information that: (1) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide the non? disclosing party with advance notice to seek a protective order, except that, where disclosure is required by SCS under the State of Tennessee's Open Records Act, SCS shall have no obligation to provide TNL with advanced notice. 8. INDEMNIFICATION. a. TNL will defend or settle any third party claim against Customer to the extent that such claim alleges that TNL technology used to provide the Site, Services or Products Violates a copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies TNl of the claim in writing, cooperates with TNL in the defense, and allows TNl to solely control the defense or settlement of the claim. TNL will pay infringement claim defense costs, TNlHnegotiated settlement amounts, and court awarded damages incurred as part of its obligations under this Agreement. If such a claim appears likely, then TNl may modify the Site, Services or Products, procure the necessary rights, or replace the infringing part of the Site, Services or Products with a functional equivalent. If TNl determines that none of these are reasonably available, then TNL may terminate access to the Site, Services or Products, without any liability to SCS, and refund any prepaid and unused fees, TNL has no obligation for any claim, in whole or in part, arising from information, items or technology not provided by TNL or for any third party web services not owned by TNL. THIS SECTION CONTAINS CUSTOMER'S EXCLUSIVE REMEDIES AND TNL'S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. 9. WARRANTY AND WARRANTY EXCLUSION. a. Compliance Warranty. Each party will comply with, and will cause each of its employees, agents, and contractors to comply with all laws applicable to its performance under this Agreement, including without limitation the Family Educational Rights and Privacy Act ("FERPA") and the Children's Online Privacy Protection Act ("COPPA"). TNL will implement reasonable and typical administrative, technical, and physical safeguards in an effort to secure its facilities and systems from unauthorized access and to secure the Customer Confidential Information (defined above) and data. b. TNL Service Warranty. TNL warrants that commercially reasonable efforts will be made to maintain the online availability of the Site, Services or Products. CUSTOMER'S EXCLUSIVE REMEDY AND TNL'S ENTIRE LIABILITY UNDER THIS WARRANTY WILL BE FOR TNL TO REPAIR THE NON-CONFORMING SERVICES OR PRODUCT. OR IF TNL CANNOT MAKE SUCH REPAIR WITHIN A REASONABLE PERIOD OF TIME. THEN TNL MAY TERMINATE ACCESS TO THE SITE, SERVICES OR PRODUCTS AND REFUND THE PORTION OF THE FEE ATIRIBUTABLE TO SUCH NON-CONFORMING SERVICE. c. DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, ALL LICENSED MATERIAL IS PROVIDED "AS IS" AND WITH ALL FAULTS. EXCEPT FOR THE ABOVE WARRANTIES. THE SITE, SERVICES AND PRODUCTS ARE PROVIDED ON AN "AS-IS" AND "WHEN AVAILABLE" BASIS. ALL OTHER REPRESENTATIONS AND WARRANTIES CONCERNING THE LICENSED MATERIAL. THE SITE. SERVICES OR PRODUCTS ARE HEREBY EXPRESSLY DISCLAIMED TO THE EXTENT ALLOWED BY LAW, INCLUDING ANY WARRANTY OF MERCHANTABIlITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY THAT THE OPERATION OR CONNECTIVITY OF THE SITE, SERVICES OR PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SITE, SERVICES OR PRODUCTS WILL BE fREE OF ALL POSSIBLE METHODS OF UNAUTHORIZED ACCESS, ATIACK, OR INTRUSION. d. Express Warranties. TNL represents and warrants that: (i) it is in the business of providing the Services and Products; (ii) it is the lawful licensee or owner of the Services and Products (excluding any Customer Data therein) and has all the necessary rights in the Services and Products to grant the use of the Services and Products to Customer; DocuSign Envelope ID: A38AE2FD-9521-48B1-BEF4-1FBF0B2AB0E2 (iii) it has the expertise to perform the Services and Products in a competent, workmanlike, and professional manner and in accordance with the highest professional standards; (iv) it will use its best efforts to ensure that no computer viruses, maJware, or similar items (collectively, a "Virus") are introduced into Customer's computing and network environment by the Services and Products, and that, where it transfers a Virus to Customer through the Services and Products, it shall reimburse Customer the actual cost incurred by Customer to remove or recover from the Virus, including the costs of persons employed by Customer; (v) in the case of Customer's reasonable dispute of any TNL invoice, it shall not withhold the performance of Services and Products, including, without limitation, access and use of the Services and Products, technical support, maintenance, and extract of Customer Data; and, (vi) the Services and Products will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the Response, 10. LIMITATIONS OF LIABILITY. a. EXClUSION OF INDIRECT DAMAGES. TNL IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT Of OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS Of DELAY; LOSS Of DATA, RECORDS OR INFORMATION; AND LOST PROFITS), EVEN IF IT KNOWS OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. b. TOTAL LIMIT ON LIABILITY. EXCEPT FOR TNL'S INTELLECTUAL PROPERTY INDEMNITY OBLIGATION IN SECTION 8 AND CLAIMS FOR PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE ARISING OUT OF TNL'S NEGLIGENCE, TNL'S TOTAL LIABILITY FOR CONRACT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY 11. TERM AND TERMINATION. a, Term, The term of this Agreement shall commence on the Effective Date and shall continue for the dUration specified on the order (Term), Renewal orders shall be subject to the same terms and conditions of this Agreement unless either party agrees otherwise in writing, Renewal is subject to funding as provided for in Section l1(f) below, b, Mutual Termination for Material Breach, Except for non-payment, if either party is in material breach of this Agreement, the other party may terminate this Agreement at the end of a written 30-day notice/cure period, if the breach has not been cured. d, Suspension for Violations of Law. TNL may temporarily suspend the Service or remove the applicable Customer Data, or both, if TNl in good faith believes that Customer has violated a law as part of using the Subscription, a Service or a Product. e, Effect of Termination. Upon termination or expiration of the Agreement: L TNL will end Customer's Subscription, and terminate Customer's access to the Site, Services, Products, and related software. 2. Customer will immediately pay any fees due and owing prior to the termination date. 3, Upon written request of Customer, TNL will make the Site and any Product available for Customer to export customer data for 90 days after termination, f. Funding-Out Clause, This Agreement is subject to the appropriation and availability of funds. In the event that the funds are not appropriated or are otherwise unavailable, SCS reserves the right to terminate this Agreement Agreement upon written notice to TNL Said termination shall not be deemed a breach of this Agreement by SCS. Upon receipt of written notice, TNL shall cease all work associated with this Agreement In the event of termination, TNl shall be entitled to compensation for all satisfactory and authorized Services completed as of the termination date, Upon such termination, TNL shall have no right to recover from SCS any actual, general, special, incidental, consequential, or any other damages whatsoever of any description or amount. g, Non-oavment of Fees TNL may terminate the Agreement and Customer's access to the Site, Services, Products and associated software for Customer's non-payment of amounts owed upon notice and a thirty (30) day right to cure, lNl Submip!i,; re: term:; ~jET 30 TrLe~ort~::Fl>ic: :~hw~(e D.!,Y5 f,lOM DATE SU5\?lITT?D;. fee:~ ;:ore (';I..'~ ~r 1'lL T~~s~~.person Shelby County BOE? Amendmenllo add audit provision 2016.0620.doc~ Date iAsscssmcnt LLC Signed: ~ ~W"UvL ,')/.//-<- _ Name: ~aM~ \-\o.e...-, Title: C "'?O Date: /P ! 2- ~1 11 1t? Page 1 Certificate Of Completion Envelope Id: A38AE2FD952148B1BEF41FBF0B2AB0E2 Status: Completed Subject: Performance Matters 2-276664-00: PD Management Source Envelope: Document Pages: 23 Signatures: 11 Envelope Originator: Certificate Pages: 7 Initials: 5 Gary Appenfelder AutoNav: Enabled 2601 Bransford Ave EnvelopeId Stamping: Enabled Nashville, TN 37204 Time Zone: (UTC-06:00) Central Time (US & Canada) gary.appenfelder@mnps.org IP Address: 96.4.9.1 Record Tracking Status: Original 12/8/2016 12:48:09 PM Signer Events Holder: Gary Appenfelder Location: DocuSign gary.appenfelder@mnps.org Signature Timestamp Woody Dillaha Sent: 12/13/2016 9:14:00 PM woody.dillaha@performancematters.com Resent: 12/16/2016 1:48:46 PM President & Cofounder Viewed: 12/14/2016 7:28:39 AM Security Level: Email, Account Authentication (None) Using IP Address: 107.77.231.122 Signed: 12/16/2016 2:03:00 PM Electronic Record and Signature Disclosure: Accepted: 12/14/2016 7:28:39 AM ID: 8a9fa48a-ad01-496b-98f8-1ae4a6d8278d Gary Appenfelder Sent: 12/16/2016 2:03:02 PM gary.appenfelder@mnps.org Viewed: 12/16/2016 3:59:19 PM Director of Purchasing Signed: 12/16/2016 3:59:33 PM Metro Nashville Public Schools Security Level: Email, Account Authentication (None) Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Doug Renfro Sent: 12/16/2016 3:59:35 PM douglas.renfro@mnps.org Viewed: 12/16/2016 4:38:59 PM ID Lead Signed: 12/17/2016 7:13:12 AM Martin Professional Development Center Security Level: Email, Account Authentication (None) Using IP Address: 108.222.196.138 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 8/8/2015 7:12:47 AM ID: 90cb419c-c34c-47d8-8a66-2790850b8310 Toni Russell Sent: 12/17/2016 7:13:14 AM toni.russell@mnps.org Viewed: 12/20/2016 8:39:20 AM Security Level: Email, Account Authentication (None) Signed: 12/20/2016 10:03:19 AM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 12/20/2016 8:39:20 AM ID: cd9b0ec5-83bb-4b75-ba8a-bab97a0aa358 Signer Events Signature Timestamp Kenneth Stark Sent: 12/20/2016 10:03:21 AM kenneth.stark@mnps.org Viewed: 12/20/2016 10:03:59 AM Security Level: Email, Account Authentication (None) Signed: 12/20/2016 10:47:10 AM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 12/20/2016 10:03:59 AM ID: 467308e3-15ac-4667-9306-5c5497348512 Deborah Story Sent: 12/20/2016 10:47:13 AM deborah.story@mnps.org Viewed: 12/20/2016 1:55:27 PM Security Level: Email, Account Authentication (None) Signed: 12/27/2016 8:34:29 AM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Monique Felder Sent: 12/27/2016 8:34:31 AM monique.felder@mnps.org Viewed: 12/27/2016 11:51:36 AM Security Level: Email, Account Authentication (None) Signed: 12/27/2016 11:53:12 AM Using IP Address: 50.190.119.92 Electronic Record and Signature Disclosure: Accepted: 12/27/2016 11:51:36 AM ID: cb6b214f-9532-44d6-a3d1-7ba9b56c285d Glenda Gregory Sent: 12/27/2016 11:53:15 AM Glenda.gregory@mnps.org Viewed: 12/27/2016 12:12:48 PM Security Level: Email, Account Authentication (None) Signed: 12/27/2016 12:13:42 PM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 10/3/2013 10:38:22 AM ID: 7aab87f9-6f08-4aa4-9d95-b16b2beb02a7 Chris Henson Sent: 12/27/2016 12:13:45 PM chris.henson@mnps.org Viewed: 12/27/2016 12:50:54 PM CFO Signed: 12/27/2016 12:51:17 PM Security Level: Email, Account Authentication (None) Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Accepted: 10/6/2013 8:41:36 PM ID: 51a69a5d-a0b4-4155-bc59-1cfd0c183010 Anna Shepherd Sent: 12/27/2016 12:51:19 PM annie.pugh@mnps.org Resent: 12/28/2016 12:00:10 PM Security Level: Email, Account Authentication (None) Resent: 12/28/2016 12:00:29 PM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Viewed: 12/28/2016 12:01:02 PM Signed: 12/28/2016 12:01:45 PM Signer Events Signature Timestamp Chinita White Sent: 12/28/2016 12:01:48 PM chinita.white@nashville.gov Viewed: 12/28/2016 2:41:16 PM Security Level: Email, Account Authentication (None) Signed: 12/28/2016 2:48:18 PM Using IP Address: 170.190.198.190 Electronic Record and Signature Disclosure: Accepted: 11/18/2013 11:18:21 AM ID: 46dcd694-ee3f-43ce-8974-163755b4219c Talia Lomax-O'dneal Sent: 12/28/2016 2:48:20 PM talia.lomaxodneal@nashville.gov Viewed: 12/28/2016 3:18:29 PM Security Level: Email, Account Authentication (None) Signed: 12/28/2016 3:18:40 PM Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Accepted: 12/28/2016 3:18:29 PM ID: a87850e8-d137-447f-930c-151d72a7e58c Sally Palmer sally.palmer@nashville.gov Security Level: Email, Account Authentication (None) Completed Sent: 12/28/2016 3:18:43 PM Viewed: 12/28/2016 3:29:59 PM Signed: 12/28/2016 3:34:10 PM Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Accepted: 12/28/2016 3:29:59 PM ID: 13fd1721-0df1-47d0-9609-fcd888c3c215 Balogun Cobb Sent: 12/28/2016 3:34:13 PM Balogun.cobb@nashville.gov Resent: 1/4/2017 7:25:40 AM Insurance Division Manager Viewed: 1/4/2017 8:39:39 AM Security Level: Email, Account Authentication (None) Using IP Address: 170.190.198.144 Signed: 1/4/2017 8:42:02 AM Electronic Record and Signature Disclosure: Accepted: 12/16/2013 9:15:56 AM ID: f09ba54f-35ed-45e3-b42c-7144f4e60a8d Mark Murray, Legal Sent: 1/4/2017 8:42:05 AM mark.murray@nashville.gov Viewed: 1/4/2017 9:34:43 AM Metropolitan Attorney Signed: 1/4/2017 9:35:37 AM Security Level: Email, Account Authentication (None) Using IP Address: 170.190.198.144 Electronic Record and Signature Disclosure: Accepted: 1/4/2017 9:34:43 AM ID: 42842a0d-203e-4852-9a8e-3b73544d6b46 Shannon Hall Sent: 1/4/2017 9:35:40 AM Marlene.fuller@nashville.gov Viewed: 1/4/2017 9:38:18 AM Security Level: Email, Account Authentication (None) Signed: 1/4/2017 9:38:29 AM Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Accepted: 1/4/2017 9:38:18 AM ID: eadfaa49-ff62-47f0-b61a-5bfebd5a7d50 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Peggy Winstead Sent: 12/27/2016 12:13:45 PM peggy.winstead@mnps.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/17/2015 8:25:54 AM ID: 5a3940c8-e8fe-4588-91fb-30986b17d51b Sally Palmer Sent: 1/4/2017 9:35:40 AM Sally.Palmer@nashville.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/28/2016 3:29:59 PM ID: 13fd1721-0df1-47d0-9609-fcd888c3c215 Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/4/2017 9:35:40 AM Certified Delivered Security Checked 1/4/2017 9:38:19 AM Signing Complete Security Checked 1/4/2017 9:38:29 AM Completed Security Checked 1/4/2017 9:38:29 AM Electronic Record and Signature Disclosure CONSUMER DISCLOSURE From time to time, Metro Nashville Public Schools (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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DocuSign Envelope ID: EA6D4FDA-AF03-416D-9AD5-590DC7BCF193 A-38506 BOARD OF EDUCATION AMENDMENT FROM: TO: Talia Lomax-O'dneal, Director METROPOLITAN BOARD OF PUBLIC EDUCATION Metropolitan Department of Finance Contract Number: 2-276664-00A1 Contractor: Performance Matters Sourcing Method: Piggy-Back Shelby County Schools (RFP#03/22/2016) Start Date: 6/13/2018 End Date: 6/30/2019 Address: 8860 E. Chaparral Road, Suite 100 City: Scottsdale State: AZ Zip: 85250 Supplier Number: 276664 Supplier Email: legal@performancematters.com PURPOSE OF CONTRACT: Amendment #1 to extend the contract term to June 30, 2019 and increase compensation by $160,000 to reach a new not to exceed value of $690,004. Contract is for Contractor's TrueNorthLogic personalized professional development management platform. CONTRACT SPECIFICS: Does this engagement require fund authorization by the MBPE? Yes XXXXXXXX 6/26/2018 Board Approval Date: 6/12/2018 Is this an Intergovernmental Contract? No Is this a Revenue contract (Board of Education will receive funds)? No Is there DBE Participation? No Type of DBE (check all that apply): SBE MBE WBE SDV Value of DBE Participation: $ GRANT SUMMARY (IF APPLICABLE): Grant Name: Amount expected to receive: $ Business unit to which it will be deposited: Are matching funds required? No If yes, amount of obligation: $ If yes, specify fund that is being obligated: CONTRACT FINANCIAL SUMMARY: The additional funding obligated by the amendment: The not to exceed contract value is: $ $160,000 $690,004.00 BUDGET INFORMATAION: Account number: 80101655.502229.2203910 MNPS Contact Person: Doug Renfro Phone Number: 615-298-8456 Version 20180328 Fund number: 35131 Contract Agent: Kevin Edwards Phone Number: 615-259-8548 Contract Financial Summary DocuSign Envelope ID: EA6D4FDA-AF03-416D-9AD5-590DC7BCF193 Contract Number: 2-276664-00A1 AMENDMENT NUMBER 1 TO METROPOLITAN BOARD OF PUBLIC EDUCATION CONTRACT WITH PERFORMANCE MATTERS LLC FOR PURCHASE OF GOODS/SERVICES This amendment is entered into by and between the Metropolitan Government of Nashville and Davidson County by and through the Metropolitan Board of Public Education ("MBPE" or "MNPS") and Performance Matters LLC, 8860 E. Chaparral Road, Suite 100, Scottsdale, AZ 85250 ("Contractor"). WITNESSETH WHEREAS, the parties desire to modify the terms and conditions and to add or delete certain other terms and conditions to their original agreement filed with the Metro Clerk's Office on January 4, 2017, MBPE Contract 2-276664-00, collectively hereinafter the "Contract", the parties hereby agree as set forth below. 1. Section 3 a) of the Contract has been removed and replaced with the following: The Contract term will begin November 30, 2016 and end June 30, 2019. 2. The total compensation in Section 5 e) of the Contract has been increased by $160,000 to reach a new not to exceed total of $690,004. Therefore, Section 5 e) has been removed and replaced with the following: Total compensation for this Contract shall not exceed $690,004. 3. Subject to the modifications set forth in this Amendment, the above-referenced Contract between the parties is hereby ratified and confirmed. 4. This Amendment shall not be binding upon the parties until it has been signed first by the authorized representatives of Contractor, by the authorized representatives of the Metropolitan Government, and filed in the office of the Metropolitan Clerk. Page 1 of 2 Revised 7/28/2016 DocuSign Envelope ID: EA6D4FDA-AF03-416D-9AD5-590DC7BCF193 Contract Number: 2-276664-00A1 THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY BY AND THROUGH THE METROPOLITAN BOARD OF PUBLIC EDUCATION: APPROVED: CONTRACTOR: PeopleAdmin, Inc. MBPE Board Chair Firm/Organization Signature Mayor John H. Blaha Name RECOMMENDED: CEO Title Director of Procurement 5/16/2018 | 8:20 AM CDT Date Department Head Executive Staff Member APPROVED AS TO AVAILABILITY OF FUNDS: 80101655.502229.2203910 Account #: _____________________________ Chief Operating Officer Metropolitan Director of Finance APPROVED AS TO FORM AND LEGALITY: FILED IN THE OFFICE OF THE METROPOLITAN CLERK: Metropolitan Clerk 7/5/2018 | 10:30 AM CDT Metropolitan Attorney Date Filed Page 2 of 2 Revised 7/28/2016 Certificate Of Completion Envelope Id: EA6D4FDAAF03416D9AD5590DC7BCF193 Status: Completed Subject: Performance Matters LLC 2-276664-00A1 Source Envelope: Document Pages: 3 Signatures: 10 Envelope Originator: Certificate Pages: 4 Initials: 7 Kevin Edwards AutoNav: Enabled 2601 Bransford Ave EnvelopeId Stamping: Enabled Nashville, TN 37204 Time Zone: (UTC-06:00) Central Time (US & Canada) Kevin.Edwards@mnps.org IP Address: 96.4.9.1 Record Tracking Status: Original 5/15/2018 9:51:33 AM Signer Events Holder: Kevin Edwards Location: DocuSign Kevin.Edwards@mnps.org Signature Timestamp Jeff Gossage Sent: 5/15/2018 10:03:56 AM Jeff.Gossage@mnps.org Viewed: 5/15/2018 10:38:21 AM Director, Procurement Department Signed: 5/15/2018 10:38:42 AM MNPS Security Level: Email, Account Authentication (None) Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign John H. Blaha Sent: 5/15/2018 10:38:43 AM legal@peopleadmin.com Viewed: 5/16/2018 8:20:10 AM CEO Signed: 5/16/2018 8:20:19 AM PeopleAdmin, Inc. Security Level: Email, Account Authentication (None) Using IP Address: 207.235.33.2 Electronic Record and Signature Disclosure: Not Offered via DocuSign Gary Pope Sent: 5/16/2018 8:20:20 AM Gary.Pope@mnps.org Viewed: 5/16/2018 9:07:26 AM Security Level: Email, Account Authentication (None) Signed: 5/16/2018 9:09:10 AM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign Glenda Gregory Sent: 5/16/2018 9:09:11 AM Glenda.Gregory@mnps.org Viewed: 5/16/2018 12:48:53 PM Security Level: Email, Account Authentication (None) Signed: 5/16/2018 12:49:01 PM Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign Doug Renfro Sent: 5/16/2018 12:49:03 PM Douglas.Renfro@mnps.org Viewed: 5/16/2018 3:44:33 PM ID Lead Signed: 5/16/2018 3:44:46 PM Martin Professional Development Center Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Using IP Address: 108.222.196.213 Signer Events Signature Timestamp Not Offered via DocuSign Monique Felder Sent: 5/16/2018 3:44:48 PM Monique.Felder@mnps.org Viewed: 5/16/2018 8:18:54 PM Security Level: Email, Account Authentication (None) Signed: 5/16/2018 8:19:31 PM Using IP Address: 69.137.99.100 Electronic Record and Signature Disclosure: Not Offered via DocuSign Kevin Edwards kevin.edwards@mnps.org Completed Viewed: 6/13/2018 7:00:40 AM Signed: 6/13/2018 7:00:42 AM Contracting Agent Metro Nashville Public Schools Sent: 5/16/2018 8:19:33 PM Using IP Address: 96.4.9.1 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kevin Edwards kevin.edwards@mnps.org Completed Contracting Agent Metro Nashville Public Schools Sent: 6/13/2018 9:10:28 AM Viewed: 6/27/2018 8:13:46 AM Signed: 6/27/2018 8:13:53 AM Using IP Address: 96.4.9.1 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Chris Henson Sent: 6/13/2018 7:00:43 AM chris.henson@mnps.org Resent: 6/27/2018 8:13:55 AM CFO Viewed: 6/13/2018 8:48:13 AM Security Level: Email, Account Authentication (None) Using IP Address: 107.77.233.140 Signed: 6/27/2018 8:18:16 AM Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Anna Shepherd Sent: 6/27/2018 8:18:17 AM cameo.bobo@mnps.org Viewed: 6/27/2018 10:52:00 AM Board Chair Signed: 6/27/2018 10:52:06 AM Security Level: Email, Account Authentication (None) Using IP Address: 96.4.9.1 Electronic Record and Signature Disclosure: Not Offered via DocuSign Richard Swiger Sent: 6/27/2018 10:52:08 AM Richard.Swiger@nashville.gov Viewed: 6/29/2018 9:38:48 AM Security Level: Email, Account Authentication (None) Signed: 6/29/2018 9:44:30 AM Using IP Address: 170.190.198.190 Electronic Record and Signature Disclosure: Not Offered via DocuSign Talia Lomax-O'dneal Sent: 6/29/2018 9:44:32 AM donna.foster@nashville.gov Viewed: 6/29/2018 9:46:35 AM Security Level: Email, Account Authentication (None) Signed: 6/29/2018 9:47:17 AM Using IP Address: 170.190.198.100 Signer Events Signature Timestamp Completed Sent: 6/29/2018 9:47:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sally Palmer sally.palmer@nashville.gov Security Level: Email, Account Authentication (None) Viewed: 6/29/2018 3:08:28 PM Signed: 6/29/2018 3:17:52 PM Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Not Offered via DocuSign Carly Elliott Sent: 6/29/2018 3:17:55 PM carly.elliott@nashville.gov Viewed: 7/2/2018 10:57:55 AM Security Level: Email, Account Authentication (None) Signed: 7/2/2018 10:58:01 AM Using IP Address: 63.153.21.56 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Richard Riebeling Sent: 7/2/2018 10:58:05 AM richard.riebeling@nashville.gov Viewed: 7/5/2018 6:54:29 AM Security Level: Email, Account Authentication (None) Signed: 7/5/2018 6:54:38 AM Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Not Offered via DocuSign David Briley Sent: 7/5/2018 6:54:40 AM david.briley@nashville.gov Viewed: 7/5/2018 10:23:00 AM Security Level: Email, Account Authentication (None) Signed: 7/5/2018 10:23:13 AM Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Not Offered via DocuSign Elizabeth Waites Sent: 7/5/2018 10:23:16 AM Marlene.fuller@nashville.gov Viewed: 7/5/2018 10:29:53 AM Metropolitan clerk Signed: 7/5/2018 10:30:18 AM Security Level: Email, Account Authentication (None) Using IP Address: 170.190.198.100 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carbon Copy Events Status Sally Palmer Timestamp Sent: 7/2/2018 10:58:04 AM Sally.Palmer@nashville.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jackie Taylor Sent: 7/5/2018 10:30:20 AM jackie.taylor@mnps.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/5/2018 10:30:20 AM Certified Delivered Security Checked 7/5/2018 10:30:20 AM Signing Complete Security Checked 7/5/2018 10:30:20 AM Completed Security Checked 7/5/2018 10:30:20 AM Payment Events Status Timestamps