Complete_with_Docusign_2024-25_pdEnroller_Ag.pdf

Parent document: Regular Meeting and Budget Hearing-06-26-2024.pdf

Text

DocuSign Envelope ID: A976D795-3AE8-4F 16-9BE3-E382784864D5

Agreement No: 2425-1605-05

AGREEMENT
BETWEEN

Northwest Educational Service District 189 AND Meridian School District
(Hereinafter referred to as NWESD) (Hereinafter referred to as District)
1601 R Ave, Anacortes, WA 98221 214 West Laurel Road

Address
(360) 299-4000 FAX (360) 299-4070 Bellingham WA 98226

City State Zip
NWESD Account: 1605-98-7000 Phone: 360-398-7111

In consideration of the promises and conditions contained herein, NWESD and the District do mutually agree
as follows:

|. PURPOSE

The purpose of this Agreement is to provide use of the pdEnroller application hosting and development services for
the 2024-25 school year.

ll. RESPONSIBILITIES OF NWESD

In accordance with this Agreement, the NWESD shall:

1.

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Be responsible for employment of necessary staff for the administration of pdEnroller. Said staff and/or
personnel shall not be considered employees of the district.

Provide verbal and/or written technical assistance and support for pdEnroller to identified district staff.
Send notifications of pdEnroller system updates.

Act as a liaison between the district and ESD 112 when trouble shooting issues or requesting system
updates.

Represent the regional and district needs on the pdEnroller Advisory Committee.

lil. RESPONSIBILITIES OF THE DISTRICT

In accordance with this Agreement, the District shall:

1.
2.

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Designate an individual(s) to be the liaison with NWESD.

Be responsible for the input and management of the District content for the District Member’s pdEnroller
website.

Maintain a clock hour approval process and advisory compliant with WAC 181-85-200.
Provide staff who will maintain and administer pdEnroller on a district level.
Provide a single point of contact for administrative authorizations and support.

Not disclose or make available any software or documentation associated with the Services to any parties
or persons not using the Services on behalf of the District. The District understands that pdEnroller
contains copyrighted material and agrees to safeguard all materials being provided under this Agreement
and shall not change, modify or alter any software without prior written permission, nor infringe on or violate
any vendor license agreement entered into on their behalf

IV. TERM OF THE AGREEMENT

The start date of this Agreement is the later of September 1, 2024 or the date that signatures have been obtained
from both parties to the Agreement. The end date of this Agreement is August 31, 2025. Termination is further
specified in the Termination section of this Agreement.


DocuSign Envelope ID: A976D795-3AE8-4F 16-9BE3-E382784864D5

Agreement No: 2425-1605-05
V. AGREEMENT OBLIGATION

1. Annual membership subscription:
$0.66 per student FTE ($1,900 minimum) and the District provides clock hours to staff for in-district
offerings. The District May 2024 FTE count was 1,741 for a total minimum fee of $1,900. This fee includes
an additional ten (10) hours annually of technical assistance, face-to-face training, and/or on-line training.

Face-to-Face or online training and technical assistance after the annual will be invoiced at $60 per hour.
NWESD will invoice the District. Invoices will be paid within thirty (30) days of receipt.
Vi. PAYMENT PROVISIONS

All payments to the NWESD shall be conditioned upon:

1. The District or its designee determines that the services or goods provided by the NWESD are satisfactory,
provided that such determination shall be made within a reasonable time and not be unreasonably
withheld; and

2. The NWESD timely submits to the District Fiscal Department satisfactory invoices detailing the services or
goods rendered for requested payment.

3. Any date(s) specified herein for payment(s) to the NWESD shall be considered extended as necessary to
process and deliver payment. Such extension will not be greater than thirty (30) days following delivery of
satisfactory services or goods and receipt of the appropriate invoices, whichever occurs later.

Vil. CONTRACT MANAGERS:

NWESD Agreement Manager District Agreement Manager
Name: David Forsythe Name: Adrienne Somera

Address: 1601 R Avenue Address: 214 West Laurel Road
Anacortes, WA 98221 Bellingham WA 98226

Phone: 360-299-4021 Phone: 360-398-7111
Fax: 360-299-4070 Fax: 360-398-8966
Email Address: dforsythe@nwesd.org Email Address: asomera@meridian.wednet.edu

Vill. ©NONDISCRIMINATION/ANTI-HARASSMENT

In performing its obligations under this agreement, the District shall comply with the NWESD, state and federal
guidelines and regulations regarding nondiscrimination and harassment involving any employee/student on the
basis of race, color, sex, religion, ancestry, national origin, creed, marital status, age, sexual orientation, honorably
discharged veteran or military status, or the presence of any sensory, mental, or physical disability or use of a
trained dog or service animal by a person with a disability in employment, services, or any other regards.

IX. GOVERNING LAW/VENUE

The parties agree NWESD will serve as the administrator for this cooperative undertaking and as such will govern
and direct the operation of pdEnroller services. A separate legal or administrative entity is not being formed. As
the Administrator, NWESD shall act in accordance with the terms of this Agreement and NWESD’s adopted policies
and procedures.

The terms of this Agreement shall be construed and interpreted in accordance with the laws of the state of
Washington, without regard to conflicts of laws principles. In the event that legal action or arbitration is commenced
to resolve a dispute related to this Agreement, the venue of such action or arbitration shall be in Skagit County,
Washington.


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Agreement No: 2425-1605-05
X. INDEMNIFICATION/HOLD HARMLESS

The District indemnifies and shall defend and hold the NWESD, its employees, agents and representatives,
harmless from and against all third-party claims, actions, liens, suits or proceedings asserted against the NWESD
that are related to the District’s obligations or performance under this Agreement. The District shall timely
reimburse the NWESD for all costs, expenses, damages, losses, liabilities or obligations, including reasonable
attorney's fees, incurred by the NWESD as a result of such third-party claims, actions, liens, suits or proceedings.

Xl. TERMINATION

This Agreement may be terminated by the NWESD or District at any time, without reason, upon written notification
thereof to the other party. The notice shall specify the date of termination and shall be conclusively deemed to
have been received by the other party as of midnight of the second day following the date of its posting in the
United States mail addressed as first noted herein. In the event of termination, the NWESD shall be entitled to an
equitable proration of the total compensation provided herein for uncompensated services that have been
performed as of the date of termination, and to the reimbursement of expenses incurred as of the date of
termination, but solely to the extent such expenses are reimbursable under this Agreement.

XII. OTHER ASSURANCES

In performing its obligations under this Agreement, each party shall promptly comply with all laws, ordinances,
orders, rules, regulations and requirements of the federal, state, county or municipal governments or any of their
departments, bureaus, boards, commissions or officials concerning the subject matter of this Agreement (the
“Laws”). This provision applies to Laws currently existing or applicable to a party’s duties under this Agreement
during the term of this Agreement.

Xill. ASSIGNMENT

Neither this Agreement nor any interest therein may be assigned by the District without first obtaining the written
consent of the NWESD.

XIV. DEFAULT

The District shall be in default of this Agreement upon the occurrence of any of the following:

1. Any covenant, representation or warranty made by the District was false or misleading when made or
subsequently becomes so;

2. The District fails to perform any of its obligations under the Agreement, and unless otherwise specifically
stated elsewhere in this Agreement, such failure continues for thirty (30) calendar days after the District
receives a notice to cure from the NWESD or its designee;

3. The District files a petition in bankruptcy or other similar proceeding, makes any assignment for the benefit
of creditors, or is the subject of an involuntary bankruptcy petition, receivership or other insolvency
proceeding; or

4. After the termination of the Agreement, the District continues to use any of the NWESD’s intellectual
property.

XV. BREACH/DEFAULT WAIVER

No delay or failure on the part of the NWESD to exercise any rights under the Agreement shall operate as a waiver
of the NWESD’s agreementual rights. Also, the NWESD’s waiver or acceptance of a partial, single or delayed
performance of any term or condition of the Agreement shall not operate as a continuing waiver or a waiver of any
other breach of an Agreement term or condition. No waiver shall be binding unless: it is in writing and signed by the
party waiving the breach.


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Agreement No: 2425-1605-05
XVI. REMEDIES FOR DEFAULT

If the District is in default of this Agreement, the NWESD may pursue any or all of the following remedies, which
may be cumulative:

1. Immediately terminate the Agreement;

Injunctive relief without proof of actual damage and without posting a bond pending resolution by court
action or arbitration;

3. Liquidated damages to protect against the immeasurable damage to the NWESD's business and goodwill
of $50.00 for each day that the District improperly or without permission uses the NWESD’s intellectual
property;

4. Consequential and incidental damages to the NWESD from the District’s default; and

5. Recover reasonable attorneys’ fees and costs for any arbitration or litigation brought to enforce the
NWESD's rights under this Agreement.

XVII. SEVERABILITY

If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that
extent to be deemed omitted and the balance of the Agreement shall remain enforceable.

XVIII. HEADINGS

The headings of each section of this Agreement are provided only to aid the reader. If there is any inconsistency
between the heading and the content of the paragraph or the context of the agreement, the content or context will
prevail.

XIX. INTEGRATION/MODIFICATION

This Agreement constitutes a fully integrated document containing the full, final and binding agreement of all parties
signatory and all persons claiming by or through a signator, and supersedes all other negotiations, offers or
counteroffers relating to the subjects treated in this Agreement. The parties may amend this Agreement only upon
a writing bearing the actual signatures of the names of all the parties or their respective, authorized representatives.

XX. NOTICES

Any notice given under this Agreement shall be in writing from one party to another, given only by one of the
following methods: (i) personal delivery, (ii) United States first class and certified mail, return receipt requested,
with postage prepaid to the recipient’s business address provided on the front page of this Agreement; or (iii) e-mail
to the recipient’s email address given in the Agreement Managers section. Notice shall be deemed to occur in the
case of the use of the mail, when the notice is postmarked. Notice shall be deemed received on the date of
personal delivery, on the second day after it is deposited in the mail or on the day sent by e-mail. A party may
change the place notice is to be given by a notice to the other party. For efficiency, the parties agree that
documents sent by electronic means shall be considered and treated as original documents.

XXI. FORCE MAJEURE

A party to this Agreement is not liable to the other party for failing to perform its obligations if such failure is a result
of Acts of God (including fire, flood, earthquake or other natural disaster), war, government
sanction/order/regulation, riot, terrorist attack, labor dispute, or other similar contingency beyond the reasonable
control of the parties. Force Majeure does not include computer events, such as denial of service attacks or those
that may occur as a result of a third party. Each party shall have backup computer systems to allow it to continue
to perform its obligations under the Agreement. If a party asserts Force Majeure as an excuse for failure to perform
its agreementual obligations, then it must prove that it took reasonable steps to minimize delay or damages caused
by foreseeable events, that it substantially fulfilled all non-excused obligations and that the other party was timely
notified of the likelihood of or actual occurrence of such an event.


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Agreement No: 2425-1605-05
XXII. DISPUTE RESOLUTION

If a dispute regarding this agreement arises between the District and the NWESD, then the District will appoint
someone to represent it, the NWESD will appoint someone to represent it, and those two parties will appoint
someone as a third representative. Decisions will be made by a vote of the majority of the representatives. The
dispute committee shall be limited to resolving issues pursuant to the terms of this Agreement, and its decision(s)
shall be final.

XXIll. | SIGNATURES/APPROVALS

The undersigned represent and warrant that they are authorized to enter into this Agreement on behalf of the

parties.

Larry Francois, Superintendent Date James Everett, Superintendent Date
Northwest Educational Service District 189 Meridian School District

Reviewed:

Gi
Program Manager

1 G
Fiscal

District Contact