INDEPENDENT CONSULTANT/CONTRACTOR AGREEMENT

I.

GENERAL: This agreement (the “Agreement”), made as of June 1, 2013 (the “Effective Date”), is between BloomBoard, Inc, having its business address at 274 Castro Street, Suite 204, Mountain View, California 94041 (“Consultant”) and the Connecticut Association of Schools, having its business address at 30 Realty Drive, Cheshire, CT 06410 (“CAS”). It is agreed that the Consultant will be considered an independent contractor and/or independent consultant with respect to all services 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. The Consultant 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 a conflict between this Agreement and any referenced agreements herein, the terms and conditions of this Agreement shall apply. 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. PERIOD OF PERFORMANCE: CAS agrees to retain Consultant and Consultant agrees to perform the Services 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. FEES: CAS agrees to pay Consultant for the Services and Consultant’s expenses performed as outlined in the RFP in an amount not to exceed $1, 238,000 (One million, two hundred thirty-eight thousand dollars). The amount payable by CAS under this Agreement can be modified only by a written amendment signed and dated by the parties prior to any additional services to be performed by Consultant which would result in payments in excess of the fee amount specified herein. Consultant’s fee 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.

II.

III.

IV.

V.

TERMINATION GENERALLY AND TERMINATION FOR NON-APPROPRIATION OF FUNDS: This Agreement may be terminated without penalty by either Party by giving thirty (30) days prior written notice to the other Party. In the event of such termination, CAS shall be liable only for payment in accordance with the payment provisions of the Agreement for the Services actually performed 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 the event that such funds are not made available to CAS, CAS shall notify the Consultant in writing and this Agreement shall terminate immediately. Under no circumstances shall CAS (i) be responsible to pay the Consultant for the performance of Services or expenses unless and until the State Department of Education provides funds for this Agreement, or (ii) be required to use its own funds to 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 monthly basis. CAS shall pay the Consultant no later than the 15th day of the month following its receipt of the invoice. Under no circumstances will CAS accept or pay any invoice submitted by Consultant that exceeds the maximum amount payable under this Agreement. 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 providers of the Services. Consultant shall also name CAS, its officers, directors, agents and employees as an additional insured, on a primary and non-contributory basis, under the insurance policies. Insurance shall 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 shall evidence all required coverage including CAS as an additional insured. Consultant shall provide CAS copies of any such insurance policies upon request.

VII.

VIII. DISCLOSURE OF INFORMATION: Consultant agrees to disclose to CAS any information discovered or derived in the performance of the Services required under this Agreement. Consultant shall not disclose to others any such information, any information received or derived in performance of this Agreement, or any information relating to CAS without the prior written approval of CAS, unless such information is otherwise available in the public domain. IX. QUALITY OF SERVICE: Consultant shall perform the Services with care, skill, and diligence in accordance with the applicable professional standards currently recognized by its profession, and shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all work product and/or Services furnished under this Agreement. If Consultant fails to meet applicable professional standards, Consultant shall, without additional compensation, correct or revise any errors or deficiencies in any work product and/or Services furnished under this Agreement.

INDEPENDENT CONSULTANT/CONTRACTOR AGREEMENT X. SEVERABILITY; NOTICE: In the event that any one or more of the provisions contained in this Agreement 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 other provisions shall remain in full force and effect. Any notice to be provided by one Party to another Party under this Agreement shall be made to the signatory of this Agreement at the address provided in Section I above. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any previous agreement or understanding. This Agreement may not be modified or extended except in writing executed by the Parties. GOVERNING LAWS; DISPUTES: The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of Connecticut. All disputes which arise in connection with, or in relation to, this Agreement, or any claimed breach thereof, shall be resolved, if not sooner settled, by litigation only in Connecticut or the Federal Court otherwise having subject matter jurisdiction over the dispute and not elsewhere, subject only to the authority of the court in question to order changes of venue. To this end, Consultant waives any rights it may have to insist that litigation related to this Agreement be had in any venue other than the above courts, and covenants not to sue CAS in any court other than the above courts with respect to any dispute related to this Agreement.

XI.

XII.

XIII. OTHER CONTRACTING OBLIGATIONS: Consultant understands and agrees that it must comply with other legal requirements as the Connecticut Department of Education or CAS may determine to be applicable as a result of contracting requirements or standards applicable to the Connecticut Department of Education specifically or state agencies generally, including provisions referenced in the 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 may be required to evidence compliance with such legal requirements. If compliance with such other requirements or standards imposes substantial costs on Consultant, Consultant may submit a change order to the Project Proposal. If CAS does not approve such change order, Consultant may terminate this Agreement upon thirty (30) days prior notice to CAS. XIV. INDEMNIFICATION; LIMITATION OF LIABILITY: Consultant shall save harmless, indemnify, and in the event of claim notification or suit will immediately defend CAS and any related or subsidiary entities, their officers, employees, and volunteers, from and against all third party claims, including paying 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 or on the account of any damage or injury to any person or persons or property, including the

INDEPENDENT CONSULTANT/CONTRACTOR AGREEMENT Consultant’s employees or their property, caused or occasioned, or alleged to have been caused or occasioned in whole or in part by the Consultant, including any subcontractor, its employees or agents.

Neither party shall be liable to the other Party for indirect, incidental, punitive, special or consequential damages arising out of this Agreement, even if the Party has been informed of the possibility of such damages, including but not limited to, loss of profits, loss of revenues, loss of business opportunity, or similar losses of any kind. However, this limitation shall not apply to damages of any kind related to criminal, intentional, reckless, or grossly negligent conduct or omissions on the part of either Party. The limitations on liability in this Section XIV shall not apply to indemnification obligations or a breach of confidentiality obligations or negligent acts or willful misconduct.

XV.

CONSULTANT NOT EMPLOYEE: It is the intention of the parties that the performance by Consultant of its duties and obligations for CAS shall be that of an independent contractor, and nothing herein shall create or imply an agency or employment relationship between CAS and the Consultant. This Agreement shall not be deemed to constitute a joint venture or partnership between the parties. CAS agrees that as an independent contractor, CAS will not provide insurance coverage for it and it is not covered under CAS workers’ compensation insurance. Consultant also agrees that it will not be treated or seek to be treated as an employee of CAS for any purpose. Consultant assumes all responsibility for payment of any income taxes relative to earnings associated with the services performed for CAS and will pay any accompanying self-employment taxes. Consultant may also be entitled to claim various work-related tax deductions which are normally denied to employees. CAS will not provide liability, disability and health insurance for Consultant. In the event that CAS is required to make any payment to any State or Federal agency by reason of such agency’s finding that the Consultant is or was an employee of CAS, the Consultant agrees to pay CAS an amount equal to all payments including any interest and penalties associated with the payment. These payments include but are not limited to federal income taxes, Connecticut income taxes, self-employment taxes, unemployment compensation insurance and worker’s compensation.

XVI. INDEPENDENCE: Per CAS policies, any consultant placing an order or recommending a vendor must disclose any relationship with that vendor which would not be considered an “arms-length” or independent transaction. This disclosure must be made in writing to the Executive Director for an evaluation. The Executive Director will respond to this disclosure in writing.

INDEPENDENT CONSULTANT/CONTRACTOR AGREEMENT For a transaction to be considered “arms-length” or independent”, a consultant should not be influenced, dependent upon, guided or controlled by a vendor into choosing that vendor, or item to purchase; nor should it appear to a third party that the consultant made a purchasing decision which appears to be based upon a personal relationship between the consultant and vendor. The following are examples when a transaction is NOT considered arms-length or independent: (1) when there exists a personal relationship between the consultant and a vendor, (2) when there exists the potential for a personal benefit to the consultant, or (3) the parties to a business deal are dependent upon one another for “something” other than the purchase itself.

INDEPENDENT CONSULTANT/CONTRACTOR AGREEMENT

By signing this Agreement, the Consultant declares that it fully understands the terms of this Agreement and will be considered an Independent Contractor/Consultant by CAS. This Agreement is subject to the terms and conditions of CAS Guidelines to Ethical Spending which is attached hereto and made a part hereof. CONSULTANT CAS

_________________________________ BloomBoard

805-10 CAS Program Number

___________________________________ Address

_________________________________ Tax ID Number

_________________________________ Consultant Signature & Date

______________________________ Executive Director Signature & Date

AS PROGRAM NUMBER: 805-10 Copies of this Agreement will be retained by Consultant and CAS.

INDEPENDENT CONSULTANT/CONTRACTOR AGREEMENT

APPENDIX A OTHER REQUIREMENTS & PROVISIONS: A. In agreeing to this Agreement, Consultant does hereby declare, affirm, and warrant that it does comply and shall comply with Executive Order No. Three of Governor Thomas J. Meskill promulgated June 16, 1971, and that this Agreement may be canceled, terminated or suspended by the State Labor Commissioner for violation of or non-compliance with said Executive Order No. Three or any state or federal law concerning non-discrimination, notwithstanding that the labor commissioner is not a party to this agreement. The parties to this Agreement, as part of the consideration hereof, agree that said Executive Order No. Three is incorporated herein by reference and made a part hereof. The parties agree to abide by said Executive Order and agree that the state labor commissioner shall have continuing jurisdiction in respect to contract performance in regard to non-discrimination until the Agreement is completed or terminated prior to completion.

B. The Consultant on behalf of itself and its subcontractors, agrees, as part of consideration hereof, that this Agreement is subject to the Guidelines and Rules issued by the state labor commissioner to implement Executive Order No. Three, and that he will not discriminate in his employment practices or policies, will file all reports as required, and will fully cooperate with the State of Connecticut and the State labor commissioner. C. Consultant agrees that it will indemnify and hold harmless CAS and its respective officers, agents and employees, from any loss, costs, damages, expenses, judgments and liability whatsoever kind or nature howsoever the same may be caused resulting directly or indirectly by any act or omission of the contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable resulting in bodily injury including sickness and death, personal injury or damage to property directly or indirectly, including the loss of use resulting there from.

INDEPENDENT CONSULTANT/CONTRACTOR AGREEMENT

Project Budget
Offers are required to complete the following table and include in their cost proposal.

Tasks Preparation of initial Work Plan Onsite technical integration meeting with CAS personnel and all other stakeholders Production of a detailed scope of work, costs and deliverables with timelines that are approved by CAS staff for each of the modules. Onsite project team meeting with CAS staff and other stakeholders Onsite technical integration meeting with CAS technical personnel and all other stakeholders Dedicated Project Management and Implementation Support Design, Configure and Develop where necessary a webbased system that includes all CAS Required Modules BloomBoard Perpetual Licenses - includes ongoing functionality for four-level rating system, High-quality observations of performance and practice, Other evaluation components, Evaluation-based professional development, State review and approval of evaluation and support systems developed by districts. Such functionalities are provided either on a hosted or software delivery basis and are subject to the Bloomboard Terms and Conditions which are attached hereto and incorporated hereby as Appendix B into this Agreement. Multiple student learning indicators - Configuration and Customization Train CAS personnel to use the web-based system. Initial Onsite Training of CAS Staff Ongoing / Periodic Webinar-Based Training of CAS Staff Onsite Train-the-Trainer Implementation / Training for each of the RESCs (one day initially and one day as a follow-up after rollout) Ongoing / Periodic Webinar-Based Training of CAS/

Units

Timeline

Costs

1 Day

April 2013

$5,000

2 Days 1 Day 1 FTE

Aril 2013 April 2013 Ongoing

$10,000 $5,000 $125,000

Perpetual Licenses

April 2013

$850,000

6 weeks

May 2013

$150,000

2 Days Perpetual 2 Days per RESC Perpetual

June 2013 and Sept 2013 Ongoing June 2013 and Sept 2013 Ongoing

$6,000 Free

$36,000 Free

INDEPENDENT CONSULTANT/CONTRACTOR AGREEMENT
Train-the-Trainer personnel Ongoing / Periodic Webinar-Based Training of Local District personnel Support CAS in making the system available online to districts statewide and in disseminating instructions for its use; Beta test and make refinements Individual district-level onboarding webinar to help CAS facilitate initial implementation Creation of additional online CAS training tutorials, implementation guides, and support materials Automated Creation of user-level goals (and linked tutorials Train CAS staff in how to make changes and to sustain the system over time; Ongoing / Periodic Webinar-Based Training of CAS Staff Subtotal Value – Total Cost The BloomBoard Match BloomBoard Credits allocated to the marketplace for all participating districts (allocation is based on # of teachers within each school) Ongoing – BloomBoard Credits do not expire yearover-year Perpetual Timeline Ongoing Free $1,197,000 Value Annual 1 Week Annual Ongoing June 2013 Ongoing Free $10,000 Free Perpetual Ongoing Free

$850,000

Additional BloomBoard Credits

41,000

TOTAL

$1,238,000

INDEPENDENT CONSULTANT/CONTRACTOR AGREEMENT APPENDIX B TERMS AND CONDITIONS

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