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BloomBoard Contract Final Copy

BloomBoard Contract Final Copy

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Published by Zachary Janowski
Contract between the Connecticut Association of Schools and BloomBoard to provide software to support teacher evaluation and observation in Connecticut. The contract is funded by the State Department of Education.
Contract between the Connecticut Association of Schools and BloomBoard to provide software to support teacher evaluation and observation in Connecticut. The contract is funded by the State Department of Education.

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Published by: Zachary Janowski on Sep 06, 2013
Copyright:Attribution Non-commercial

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03/24/2015

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 INDEPENDENT CONSULTANT/CONTRACTOR AGREEMENTI.
 
GENERAL:
This agreement (the “Agreement”)
, made as of June 1,
2013 (the “Effective Date”),
isbetween
BloomBoard, Inc,
having its business address at
 
274 Castro Street, Suite 204,
 
MountainView, California 94041
 
(“Consultant”
) and the Connecticut Association of Schools, having itsbusiness address at 30 Realty Drive, Cheshire, CT 06410 (
CAS
). It is agreed that the Consultantwill be considered an independent contractor and/or independent consultant with respect to allservices performed for
CAS
.
CAS
will control the general nature of the services to be performed, but
CAS
does not have the right to control the specific procedures for accomplishing these services. TheConsultant agrees to provide the services outlined below attached hereto.
CAS
and Consultant
together are the “Parties” and each individually is a “Party” to this Agreement.
In the event of aconflict between this Agreement and any referenced agreements herein, the terms and conditionsof this Agreement shall apply.
 II.
 
SERVICES PROVIDED:
Consultant shall provide
CAS
with the scope of work
(the “Services”)
as
outlined in the
 
CAS Request for Proposals for Strategic Initiatives Related to CT Educator
Evaluation and Support System”
 
(the “RFP“)
, a copy of which is attached hereto.
III.
 
PERIOD OF PERFORMANCE: CAS
agrees to retain Consultant and Consultant agrees to perform theServices under this Agreement beginning on the Effective Date and ending
June 28, 2013
(the
“Period of Performance”). The Parties can extend the Period of Performance only by a written
amendment to this Agreement executed by
CAS
and Consultant.
IV.
 
FEES: CAS
agrees to pay Consultant for the Services
and Consultant’s expenses
performed asoutlined in the RFP in an amount not to exceed
$1, 238,000 (One million, two hundred thirty-eightthousand dollars).
The amount payable by
CAS
under this Agreement can be modified only by awritten amendment signed and dated by the parties prior to any additional services to be performedby Consultant which would result in payments in excess of the fee amount specified herein.
Consultant’s fe
e will cover all salaries, fringe benefits, pensions and similar contributions and
benefits of the Consultant’s personnel engaged in the Services, and all of the Consultant’s expenses
incurred in the operation of its business, including all of the Consultant
’s
out-of-pocket expenses.
V.
 
TERMINATION GENERALLY AND TERMINATION FOR NON-APPROPRIATION OF FUNDS:
ThisAgreement may be terminated without penalty by either Party by giving thirty (30) days priorwritten notice to the other Party. In the event of such termination,
CAS
shall be liable only forpayment in accordance with the payment provisions of the Agreement for the Services actuallyperformed prior to the date of termination.
 
Notwithstanding any other provision of this Agreement,
CAS
shall not be obligated to pay for any of 
the Consultant’s Services
or expenses unless and until the Connecticut Department of Education
 
 INDEPENDENT CONSULTANT/CONTRACTOR AGREEMENT
provides funding to
CAS
for the Services and expenses to be provided under this Agreement. In theevent that such funds are not made available to
CAS
,
CAS
shall notify the Consultant in writing andthis Agreement shall terminate immediately. Under no circumstances shall
CAS
(i) be responsible topay the Consultant for the performance of Services or expenses unless and until the StateDepartment of Education provides funds for this Agreement, or (ii) be required to use its own fundsto pay the Consultant for the performance of Services or expenses.
VI.
 
INVOICES:
Consultant shall submit invoices to
CAS
for the Services and expenses on a monthlybasis.
CAS
shall pay the Consultant no later than the 15
th
day of the month following its receipt of the invoice. Under no circumstances will
CAS
accept or pay any invoice submitted by Consultantthat exceeds the maximum amount payable under this Agreement.
VII.
 
INSURANCE:
Consultant shall, at its own expense, obtain and keep in force during the duration of 
this Agreement, Comprehensive General Liability, Automobile Liability, Worker’s Compensation,Employer’s Compensation and Umbrella Liability insurance policies in the amounts set forth in the
RFP covering the Consultant and its officers, employees, agents, sub-consultants and other providersof the Services. Consultant shall also name
CAS
, its officers, directors, agents and employees as anadditional insured, on a primary and non-contributory basis, under the insurance policies. Insuranceshall be written with carriers approved in the State of Connecticut and with a minimum
Best’s Rating
of A-. Consultant shall direct its insurer to provide a Certificate of Insurance to
CAS
as evidence of the required coverage. The Certificate of Insurance shall specify that
CAS
shall receive thirty (30)days advance written notice of cancellation or non-renewal. The Certificate of Insurance shallevidence all required coverage including
CAS
as an additional insured. Consultant shall provide
CAS
 copies of any such insurance policies upon request.
VIII.
 
DISCLOSURE OF INFORMATION:
Consultant agrees to disclose to
CAS
any information discoveredor derived in the performance of the Services required under this Agreement. Consultant shall notdisclose to others any such information, any information received or derived in performance of thisAgreement, or any information relating to
CAS
without the prior written approval of 
CAS
, unlesssuch information is otherwise available in the public domain.
 IX.
 
QUALITY OF SERVICE:
Consultant shall perform the Services with care, skill, and diligence inaccordance with the applicable professional standards currently recognized by its profession, andshall be responsible for the professional quality, technical accuracy, completeness, and coordinationof all work product and/or Services furnished under this Agreement. If Consultant fails to meetapplicable professional standards, Consultant shall, without additional compensation, correct orrevise any errors or deficiencies in any work product and/or Services furnished under thisAgreement.
 
 INDEPENDENT CONSULTANT/CONTRACTOR AGREEMENTX.
 
SEVERABILITY; NOTICE:
In the event that any one or more of the provisions contained in thisAgreement shall be held to be invalid, illegal, or unenforceable in any respect, then such invalidity,illegality, or unenforceability shall not affect any other provisions of this Agreement, and all otherprovisions shall remain in full force and effect. Any notice to be provided by one Party to anotherParty under this Agreement shall be made to the signatory of this Agreement at the addressprovided in Section I above.
XI.
 
ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the Parties andsupersedes any previous agreement or understanding. This Agreement may not be modified orextended except in writing executed by the Parties.
 XII.
 
GOVERNING LAWS; DISPUTES:
The validity, interpretation, and performance of this Agreementshall be governed by the laws of the State of Connecticut. All disputes which arise in connectionwith, or in relation to, this Agreement, or any claimed breach thereof, shall be resolved, if notsooner settled, by litigation only in Connecticut or the Federal Court otherwise having subjectmatter jurisdiction over the dispute and not elsewhere, subject only to the authority of the court inquestion to order changes of venue. To this end, Consultant waives any rights it may have to insistthat litigation related to this Agreement be had in any venue other than the above courts, andcovenants not to sue
CAS
in any court other than the above courts with respect to any disputerelated to this Agreement.
 XIII.
 
OTHER CONTRACTING OBLIGATIONS:
Consultant understands and agrees that it must comply withother legal requirements as the Connecticut Department of Education or
CAS
may determine to beapplicable as a result of contracting requirements or standards applicable to the ConnecticutDepartment of Education specifically or state agencies generally, including provisions referenced inthe RFP, related to non-discrimination, and provisions referenced in Appendix A attached hereto.Consultant agrees to provide upon request such certifications, affidavits or other information as maybe required to evidence compliance with such legal requirements. If compliance with such otherrequirements or standards imposes substantial costs on Consultant, Consultant may submit achange order to the Project Proposal. If CAS does not approve such change order, Consultant mayterminate this Agreement upon thirty (30) days prior notice to CAS.
 XIV.
 
INDEMNIFICATION; LIMITATION OF LIABILITY:
Consultant shall save harmless, indemnify, and inthe event of claim notification or suit will immediately defend
CAS
and any related or subsidiaryentities, their officers, employees, and volunteers, from and against all third party claims, includingpaying for loss, costs, damage, expense, claims or demands
, including reasonable attorneys’ fees
and defense costs, arising out of or caused or alleged to have been caused in any manner by the
Consultant’s performance of Services, work or use of facilities
, including all suits, claims or actions of every kind or description brought against
CAS
either individually or jointly with the Consultant for oron the account of any damage or injury to any person or persons or property, including the

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