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EDUCATIONAL PRODUCTS AND SERVICES AGREEMENT
BETWEEN CONNECTIONS ACADEMY OF IDAHO, LLC AND INSPIRE
ACADEMICS, INC.
(July 1, 2015)
This EDUCATIONAL PRODUCTS AND SERVICES AGREEMENT (“Agreement”), is
made and entered into by and between CONNECTIONS ACADEMY OF IDAHO, LLC, an
Idaho limited liability company (“Connections”) and INSPIRE ACADEMICS, INC., a non-
profit virtual charter school (the “School”) (individually a “Party” and collectively the “Parties”)
authorized or to be authorized by the Idaho Charter School Commission (“Authorizer”) pursuant
to the applicable Idaho law (the “Charter School Law”).
RECITALS
WHEREAS, the School has secured authorization from the Authorizer to operate a virtual
charter school pursuant to the Charter School Law;
WHEREAS, Connections has a proven record of providing innovative educational products and
services outside the traditional classroom and successfully managing the day-to-day operation of
virtual charter schools, including but not limited to providing the “Educational Products and
Services” as defined in Section 1.11 below;
WHEREAS, the School contracted with Connections pursuant to that certain Educational
Products and Service Agreement with an effective date of July 28, 2005 to provide such
Educational Products and Services to certain eligible students qualifying for enrollment and
public funder under the Charter School Law; and
WHEREAS, the School and Connections desire to enter into this Agreement whereby
Connections will continue to provide such Educational Products and Services in accordance with
the terms and conditions set forth below.
NOW THEREFORE, in consideration of the foregoing, of the covenants and agreements
contained in this Agreement, and for other good and valuable consideration, the sufficiency of
which is acknowledged, the Parties agree as follows:
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1. Definitions.
1.1 “Academic Year” shall mean the school year as defined by the School Calendar (as
defined in Section 1.22).
1.2 “Administrative Staff” shall include the employees holding the positions described in
Section 3.4.
1.3 “Affiliate” shall mean any entity controlling, controlled by, or under common control
with, Connections.
1.4 “Authorizer” shall mean the Idaho Charter School Commission.
1.5 “Budget” shall mean the operating budget for the School, as approved by the Governing
Board according to the provisions of Section 9.
1.6 “Caretaker” shall mean a parent or legal guardian of the Student or another adult
specifically designated by the Student’s parent or legal guardian, or the Student where over 18 or
emancipated, who will perform the responsibilities as defined in the School Handbook.
1.7 “Charter” shall mean the authorization to operate a charter school granted by the
Authorizer that specifies the School’s mission, program, goals, Students served, methods of
assessment, ways to measure success, or any such other provisions allowed or required by the
Charter School Law.
1.8 “Confidential Information” shall have the meaning set forth in Section 10 of this
Agreement.
1.9 “Computer Technology” shall mean (a) computer hardware, software, or both, that shall
meet or exceed any specifications required by law, for each eligible household in which one or
more Students reside; and (b) any computer hardware, software, or both, required by
Administrative Staff or Teachers.
1.10 “Course(s)” shall be comprised of a set of lessons and assessments including both
Tangible Instructional Materials and Intangible Instructional Materials (as defined in Sections
2.1 and 2.2, respectively), augmented by State specific materials and instruction provided by
Teachers through a variety of methods, including LiveLesson®, that collectively shall meet the
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educational content or other standards established by the State of Idaho in order to be recognized
for high school credit in grades 9-12 or for meeting educational requirements in grades K-8.
1.11 “Educational Products and Services” shall mean, collectively, the Educational
Products described in Section 2 and the Educational Services described in Section 3 below.
1.12 “Effective Date” shall be the date first written above.
1.13 “Eligible Students” shall have the meaning set forth in Section 5 of this Agreement.
1.14 “Enrolled” shall apply to a Student (as hereinafter defined) (a) who has completed all of
the requirements for admission to the School; has been notified of their acceptance in the School;
has not been expelled or withdrawn from the School or has not enrolled in another full-time
public or private school; and (b) for whom the enrollment requirements of the School have been
met.
1.15 “Governing Board” shall mean the Board of Directors of the School.
1.16 “Instructional Materials” shall mean, collectively, the Tangible Instructional Materials,
described in Section 2.1, and the Intangible Instructional Materials, described in Section 2.2
below.
1.17 “Intellectual Property” shall mean collectively, rights under patent, trademark,
copyright and trade secret laws, and any other intellectual property or proprietary rights
recognized in any country or jurisdiction worldwide now or in the future, including but not
limited to, moral rights and similar rights, and shall in all cases include marketing data and
materials and other related collateral developed by CA, regardless of whether such data,
materials and collateral are developed specifically for the School.
1.18 “Learning Coach” shall mean a Caretaker of the Student or another adult specifically
designated by the Student’s Caretaker, or the Student where over 18 or emancipated, who will
perform the responsibilities as defined in the Parent/Legal Guardian (Caretaker)
Acknowledgement, Designated Learning Coach Agreement or Eligible Student
Acknowledgement, respectively, and the School Handbook, which shall be reviewed and
approved annually by the Governing Board. Learning Coaches are not employees or contractors
of either the School or Connections and shall not receive any compensation for their services.
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1.19 “Performance Review” shall mean a review of Connections’ performance under this
Agreement, conducted at the Governing Board’s discretion; the design, performance criteria and
the methodology which shall be developed by the Governing Board in consultation with
Connections.
1.20 “Personalized Learning Plan” or “PLP” shall have the meaning set forth in Section 3.1
of this Agreement.
1.21 “Related Services” shall mean services related to the provision of speech therapy,
occupational therapy, physical therapy, counseling, social skill development, psycho-educational
evaluations, closed captioning, sign language interpreting, transition and job coaching, academic
support for the vision and hearing impaired, adapted physical education, assistive technology,
and other services of a similar nature.
1.22 “School Calendar” shall be the days when the Educational Services under this
Agreement will be delivered to Students, Teachers and Learning Coaches, as defined by the
School Handbook. The School will operate on the days established to be the School Calendar
for the Academic Year, except that Students may continue to report attendance during scheduled
school holidays to the extent permitted under Idaho law. The School Calendar for each
Academic Year is subject to prior approval by the Governing Board and shall meet any
regulatory requirements for days and hours of instruction required by law.
1.23 “School Handbook” shall mean the set of policies, rules and guidelines that are to be
followed by Students and their Caretakers. The initial School Handbook and any material
changes thereto shall be subject to the approval of the Governing Board.
1.24 “School Staff” shall mean Administrative Staff, Special Education Director, 504
Coordinator and Teachers, as more particularly defined in Section 3.4.
1.25 “Special Education Director” is that person employed to oversee the Special Education
Services defined in Section 1.26 and described in Section 4.2 (d) below. The Special Education
Director shall be Idaho licensed and shall be responsible for keeping informed of (and to inform
Connections of) any state legislative or regulatory enactments that impact the provision of
Special Education Services, as well as to supervise the special education Teachers and
implement a Connections approved model for special education instruction.
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1.26 “Special Education Protocols” shall mean the policies, procedures and protocols that
govern the provision of Special Education Services and shall, at minimum comply with
applicable state and federal law requirements.
1.27 “Special Education Services” shall mean all necessary special education programs and
services, including the development and implementation of IEPs and Section 504 plans, handling
administrative proceedings and specialized services, submitting state or federal reports, applying
for and administering supplemental funding, providing other Related Services and all other
administrative services associated with the delivery of services to Special Needs Students.
1.28 “Special Needs Students” shall mean Students (as hereinafter defined) who have been
identified as disabled under the Federal Individuals with Disabilities Education Improvement
Act, as amended (“IDEA”), or Section 504 of the Federal Rehabilitation Act of 1973.
1.29 “Student” shall mean a child who is enrolled in the School.
1.30 “Student Records” shall mean those “educational records,” as defined in the Family
Education Rights and Privacy Act (“FERPA”), 20 USC 1232g (a)(4)(A), which the School or
Connections is required to retain in accordance with state law.
1.31 “Teachers” are persons employed to provide educational instruction to Students.
1.32 “Term” shall have the meaning set forth in Section 6 of this Agreement.
2. Educational Products to be Provided by Connections.
During the Term, Connections shall provide or cause to be provided to the School the following
Educational Products at the prices set forth in Section 9, which may be adjusted from time to
time at the mutual agreement of both Parties:
2.1 Tangible Instructional Materials. A non-exclusive, non-transferable, royalty-free sub-
license to use tangible educational materials, which may include items such as textbooks, novels,
science kits, and other tangible educational materials provided during each applicable Academic
Year during the Term of this Agreement (“Tangible Instructional Materials”). The Tangible
Instructional Materials shall be reviewed and approved annually by the Governing Board. The
School acknowledges and agrees that Connections, its Affiliates, and/or their vendors are the
sole owners of the Tangible Instructional Materials and that any payments to Connections for the
use of the Tangible Instructional Materials shall be solely for the applicable Academic Year for
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each Student and/or Teacher who receives Tangible Instructional Materials in connection with
the provision by Connections of the Educational Products and Services under this Agreement.
This Agreement does not constitute a transfer of title or ownership rights by Connections to the
School, the Students, or Teachers of the Tangible Instructional Materials. All right, title, and
interest in and to the Tangible Instructional Materials and any content contained in the Tangible
Instructional Materials, including, but not limited to, copyright, patent, trade secret, and
trademark rights will remain with Connections, its vendors, or both, as the case may be.
Connections shall have the right to recover any reusable Tangible Instructional Materials at the
conclusion of each Academic Year or when the Student is no longer enrolled, whichever is
sooner. Connections may invoice Students for any Tangible Instructional Materials that are not
returned, unless prohibited by applicable law. Connections and the School shall cooperate to
ensure that Tangible Instructional Materials are, to the extent possible, recovered, and that no
Student or Learning Coach retains or obtains ownership of any such Tangible Instructional
Materials. To the extent that any Tangible Instructional Materials are listed in the School’s
Program Guide as being available in both physical and electronic form, Connections shall
provide the Tangible Instructional Materials in electronic form, except when a Student has an
IEP that requires that they be provided in physical form.
2.2 Intangible Instructional Materials. A non-exclusive, non-transferable, royalty-free, sub-
license to use intangible educational materials that may include items such as online lesson
content, lesson plans, Teachlet® tutorials and other intangible educational materials included in
any Courses listed in the School’s Program Guide during each applicable Academic Year during
the Term of this Agreement (“Intangible Instructional Materials”). The Intangible Instructional
Materials shall be reviewed and approved annually by the Governing Board. The School
acknowledges and agrees that Connections, its Affiliates, and/or their vendors are the sole
owners of the Intangible Instructional Materials and that any payments to Connections for the
use of the Intangible Instructional Materials shall be solely for the applicable Academic Year for
each Student or Teacher who receives Intangible Instructional Materials in connection with the
provision by Connections of the Educational Products and Services under this Agreement. This
Agreement does not constitute a transfer of title or ownership by Connections to the School, the
Students or Teachers of the Intangible Instructional Materials. All right, title, and interest in and
to the Intangible Instructional Materials and any content contained in the Intangible Instructional
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Materials, including, but not limited to, copyright, patent, trade secret, and trademark rights will
remain with Connections, its vendors, or both, as the case may be.
2.3 Computer Technology for Students. Upon request from the School, Connections, may
lease to the School for use by such eligible full-time Students as defined by the Governing Board
approved policy such Computer Technology that shall meet or exceed any specifications in the
Charter or required by law. Any Computer Technology provided by Connections will be the
exclusive property of Connections or its contractors and will be returned upon the termination of
this Agreement or when the Student is no longer enrolled, whichever is sooner. The Computer
Technology may be updated from time to time by Connections. To the extent that such
Computer Technology is not recovered, Connections may invoice the School, unless prohibited
by law, for any Computer Technology not returned.
2.4 Computer Technology For Teachers and Administrative Staff. For any Teachers and
Administrative Staff, Connections will provide and maintain in good working condition the
Computer Technology necessary to providing the Education Services. Any Computer
Technology provided by Connections will be the exclusive property of Connections or its
contractors and will be returned upon the termination of this Agreement or upon the termination
of employment, whichever is sooner. The School shall not be responsible for ensuring the return
of Computer Technology.
2.5 Office Products and Supplies. The School may engage Connections to provide office
supplies, office equipment, furniture, and office related products that are not purchased by the
School (“Office Products and Supplies”). The School acknowledges and agrees that
Connections and/or its vendors are the sole owners of any such Office Products and Supplies and
this Agreement does not constitute a transfer by Connections to the School of such Office
Products and Supplies provided under this Agreement until such time as the School has
reimbursed Connections for such Office Products and Supplies. If the School does not contract
with Connections to provide such Office Products and Supplies as described in this Section, then
the School shall be responsible for providing them at its own cost.
2.6 Education Management System. Connections will provide to the School a non-exclusive,
nontransferable, royalty-free, limited sub-license during the Term for the use of Connexus®, the Education Management System (“EMS”) by Administrative Staff, Teachers, Students,
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Caretakers and other individuals required to access the system in order to provide the
Educational Services specified in this Agreement. The EMS will include features and functions
required to meet the requirements of the Charter including: Assignment Management and
Tracking, Communication Tools and Reporting. Connections may update the features and
functions of the EMS from time to time. The School acknowledges and agrees that Connections,
its Affiliates, and/or their vendors are the sole owner of its EMS through which certain of the
Educational Services are delivered, and any content contained in the EMS is owned by
Connections, its Affiliates and/or their vendors. This Agreement does not constitute a transfer by
Connections to the School, Administrative Staff, Teachers, Students, or Caretakers of any
Intellectual Property rights in its EMS or any content contained in the EMS. All right, title, and
interest in and to the EMS and any content contained in the EMS, including, but not limited to,
copyright, patent, trade secret, and trademark rights will remain with Connections, its Affiliates,
and/or their vendors.
3. Educational Services.
During the Term, Connections shall provide or cause to be provided to the School the following
Educational Services for the fees set forth in Section 9, which may be adjusted from time to time
at the mutual written agreement of both Parties.
3.1 Personalized Learning Plan Protocol. The ability for teachers to create a Personalized
Learning Plan (“PLP”) for each Student, as required to meet or exceed any educational standards
established by the State of Idaho or required by the Charter.
3.2 Assessments. A series of assessments administered to Students to gauge mastery of core
concepts and readiness for the State of Idaho’s standardized tests including but not limited to: (a)
a placement evaluation; (b) an additional skills assessment for grades 3-8, designed to measure a
Student’s level against state standards, which will generally be administered to Students enrolled
during the first two (2) months of the Academic Year and those enrolled during the last two (2)
months of the Academic Year; (c) other quantitative and qualitative assessments that will vary
based on the grade and the Student’s progress, as shall be mutually agreed upon by the
Governing Board and Connections; (d) Progress Reports that shall be prepared for each Student
at least quarterly, and (e) any methods of pupil assessment required by the Charter.
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3.3 Standardized Tests. All Students shall be required to participate in the State of Idaho’s
standardized tests to the same extent as students enrolled in any other Idaho public school.
Connections shall be responsible for establishing a testing plan that provides reasonable access to
testing sites based on the Student’s residence that shall be included in the School Handbook as
approved by the Governing Board. Connections shall establish and administer the procedures
necessary for the delivery of such tests and shall provide to the Governing Board information
concerning the percentage of Students participating in the testing program to the extent that their
participation is legally required.
3.4 School Staff. The Governing Board is responsible for hiring School Staff (defined
below) and shall be responsible for overseeing the supervision and evaluation of School Staff,
under the direction of Connections consistent with the delegation of authority set forth below.
Subject to the Governing Board’s authority to rescind such delegation upon ninety (90) days
written notice, in order to fully leverage Connections experience providing comprehensive
support services to full time virtual K-12 virtual schools, the Governing Board delegates to
Connections, in consultation with the Lead School Administrator, all responsibilities associated
with the day to day recruiting, selection, training, supervision, oversight, discipline and dismissal
of Teachers and Administrative Staff, including Special Education Director, 504 coordinator and
clerical staff, and other such support positions as may be necessary to support School operations
(collectively “School Staff”). The Governing Board reserves the right through resolution by a
properly constituted Board to void or modify any decision made by Connections under its
delegation of authority set forth herein, which resolution may be effective retroactively to the
date of the decision being voided or modified. Prior to the adoption of any such resolution, the
Governing Board shall consult with Connections regarding any decision by which it intends to
rescind any or all of the authority delegated to Connections herein or to void or modify any
decision made by Connections pursuant to that delegation, and the reasons therefore. Any
rescission of the authority delegated to Connections set forth in this section, whether in whole or
in part, shall take effect no earlier than the close of the Academic Year in which such rescission
is communicated to Connections, unless, and then only to the extent, the parties agree in writing
to an earlier rescission date.
3.5 Contracted Services. Connections shall (i) provide human resources services including,
but not limited to, recruiting, payroll, (including, but not limited to, facilitating paying the School
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Staff directly, and collecting and remitting taxes), benefits administration, supervision and
liability insurance; (ii) implement a performance based compensation program for all School
Staff designed to attract and retain qualified personnel; and (iii) require sufficient background
checks, including fingerprinting, as specified by law, for each employee or prospective
employee, and to otherwise meet any other applicable regulatory requirements.
3.6 Community Coordinators and Group Activities. Connections shall recruit individuals
willing to volunteer their services to coordinate community activities that allow Students to
apply their academic skills while interacting with other Students in their immediate geographic
area (“Community Coordinator”). These activities will be opportunities for support,
socialization and learning. Prior approval for these events must be obtained from the Lead
School Administrator, and permission slips or signatures must be collected for each Student.
The main communication tool for Community Coordinators will be the message boards, or other
such medium for such communications, maintained by Connections. The Community
Coordinator shall be responsible for posting timely and relevant information in these message
boards, or other such medium for such communications maintained by Connections, moderating
discussions and reporting any inappropriate or dangerous behavior to the Lead School
Administrator or his/her designee. Community Coordinators shall not be considered employees
or contractors of Connections or the School. Connections is not responsible for providing
transportation to these group activities or otherwise providing for the cost of such activities,
unless otherwise agreed or mandated by the individualized education plans (“IEP’s”). The local
Community Coordinator shall work with Teachers, Caretakers and Students to enrich the
learning experience and distribute information about their local community. Connections shall
be responsible for obtaining any background checks for each Community Coordinator, as
required under applicable law.
3.7 Educational Resource Center. Connections shall provide access to additional educational
support staff in the areas of special education, gifted education, curriculum and instructional
services, with such staff being available to School Staff, according to the terms of the School
Handbook and other policies and procedures established by Connections. Such resources will be
available via WebMail, email and toll-free telephone during School Calendar days, during the
hours of 9 a.m. to 6 p.m. Eastern Time.
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3.8 Instructional Staff Support and Development. All Teachers will receive access to all
Instructional Materials supplied to Students as necessary to conduct their teaching
responsibilities. School Staff will be trained in Connections protocols and other best practices.
In addition, as part of its fee for Educational Services paid to Connections, Connections will
make available to School Staff continuing professional development and other related training,
leadership development and peer to peer networking opportunities (collectively “Training”) that
support the School mission and delivery of the Educational Services and which shall be
sufficient, at minimum, to allow the respective School Staff to comply with applicable Idaho law
that specify Training requirements. All Connections sponsored Trainings are intended for
official School business only. All costs associated with such Training shall be paid out of the fee
for Educational Services paid to Connections, including related travel, housing, meal and
hospitality costs, except to the extent Connections notifies the School prior to the Training
opportunity of those costs the School will be required to cover, and shall fully comply with
applicable ethics laws and policies concerning payments made to a government entity.
3.9 Program Oversight. As part of Connections' Program responsibilities, and in order to
facilitate the School's ability to oversee Connections Program responsibilities (“Program
Oversight”), Connections shall make key personnel reasonably available for advisement and
consultation with members of the Governing Board, Authorizer, and/or Lead School
Administrator or his/her designee. Except to the extent otherwise agreed, reasonable expenses
incurred by Connections, including hospitality related expenses, in connection with Program
Oversight, shall be paid out of the fee for Educational Services paid to Connections.
3.10 Internet Subsidy. In the event that an Internet subsidy is approved for a household based
upon criteria established by the Governing Board and is included in the Fee Schedule,
Connections shall reimburse each Student's Caretakers for all or part of the cost of Internet
access at the rate specified in the Fee Schedule. Payment will be made in accordance with the
policy outlined in the School Handbook. Any Internet subsidy provided may be updated from
time to time with the approval of the Governing Board.
3.11 Technical Support and Maintenance. Connections shall provide technical support and
maintenance of Computer Technology provided by it to Students via email and toll-free
telephone during the School Calendar days, during the hours of 8 a.m. to 9 p.m. Eastern Time.
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Connections will only be responsible for providing repairs according to the policies outlined in
the School Handbook, as approved by the Governing Board. For Students using their own
Computer Technology, Connections shall provide initial technical support for non-Connections
supplied hardware and software to make sure that Students have the minimum requirements
necessary to participate in the Educational Services, and then shall continue to provide technical
support as necessary for the Students’ use of the EMS. Connections may contract with outside
vendors for the provision of all or any portion of the technical support and maintenance as
required herein.
3.12 Student Records. In furtherance of its enrollment obligations set forth in section 5.6
below, Connections shall receive from Caretakers all Student Records on the School’s behalf that
are submitted electronically through its secure, password-protected system (“Server”), and shall
provide maintenance of such Student Records in accordance with state, local and federal
requirements and consistent with commercially reasonable technical and organizational measures
intended to protect against (i) accidental or unauthorized destruction; (ii) accidental or intentional
loss or alteration; or (iii) unauthorized disclosure or access. The School may also independently
upload Student Records in its possession to the Server via a secure portal and shall have on-
demand access to all Student Records stored on the Server via a secure portal on an on-demand
basis. Connections shall maintain the confidentiality of all Students’ records in compliance with
applicable local, state, and federal laws, and pursuant to the confidentiality provisions set out in
Section 10 of this Agreement. Connections shall maintain such records as are required to
comply with all attendance rules and apportionment requirements specified by applicable law.
All Student Record information shall remain the property of the School and, to the extent not
immediately available through the School’s on-demand access, shall be provided to the School
via a secure means within five (5) business days of the School’s written request for such
information. To the extent permitted by law Connections may retain a copy of such records
subject to the confidentiality requirements of this Section until such time as the School provides
written notice requesting that specific records be returned or Destroyed. Connections shall certify
to the School within one year from the date it receives instructions as to what Student Records
are to be returned or “Destroyed”, unless the parties expressly agree to a longer time period, that
it has complied with the instructions of the School in connection with such notice. For purposes
of this section, “Destroyed” shall mean removing personally identifiable information from the
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Student Record stored on Connections’ production systems and/or deleting the Student Record in
its entirety from Connections’ production systems.
3.13 Services to Special Needs Students. Connections shall be responsible for (a) assisting the
School in the development of Special Education Protocols that will govern the manner in which
Special Education Services are provided; and (b) providing consultative support to the Special
Education Director in support of the Special Education Services provided by the School.
3.14 Office Facilities and Services.
(a) The School may contract with Connections to provide or maintain in good working
order one or more offices, capital equipment, or furniture and fixtures.
(i) Any office space provided or managed by Connections shall be ADA-
compliant and meet any other requirements of the Charter, Charter School Law, or other
applicable state or federal law. The locations, lease terms, and capital purchases required for all
facilities provided under this Agreement will be subject to the approval of the Governing Board.
Connections agrees that it will have no beneficial financial interest in any approved lease. All
leases negotiated on behalf of the School or entered into by Connections on behalf of the School
shall contain a cancellation clause consistent with the requirements of the Charter, unless
otherwise approved by the Governing Board. In addition, in the event that this Agreement is
terminated prior to its expiration, if Connections has entered into the facility lease for the School,
(A) Connections shall have the unilateral option to assign any lease obtained on behalf of the
School to the School, and the Governing Board shall accept any such assignment, subject to
landlord approval if such approval is required, and (B) any capital equipment or furniture and
fixtures owned by Connections and located in the facility may be purchased by the School at the
then-current tax records book value. If Connections has entered into the facility lease for the
School, Connections shall permit the School to hold public meetings of the School at such
offices, without payment of rent.
(ii) If the School does not elect to contract with Connections to provide or
manage its facilities and capital equipment, furniture and fixtures, then the School shall be
responsible for providing them at its own cost, and shall ensure that access to any facility that it
maintains shall be ADA-compliant. Further, liability insurance for any facility leased directly or
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managed by the School, and for any capital equipment or furniture and fixtures owned by the
School will be the responsibility of the School.
(b) The School may contract with Connections to provide telephone service, data lines,
including Internet access, and such other similar services used by personnel who are engaged
in providing Educational Services under this Agreement.
3.15 Financial and Other Reporting. Connections will provide treasury and accounting reports
for all Connections activities under this Agreement, and for any other School activities as may be
reasonably requested by the School. Under the direction of the School, Connections will be
responsible for providing to the Governing Board any such reports as are required by law and/or
the Charter, including a report of budgeted and actual expenses, and will act as the School’s
agent in providing any information required by the Authorizer, School, Idaho Department of
Education, the U.S Department of Education or any of their respective auditors. All such
information shall be provided in a secure manner, in accordance with applicable state and federal
law and consistent with commercially reasonable technical and organizational measures intended
to protect against (i) accidental or unauthorized destruction, (ii) accidental or intentional loss or
alteration, or (iii) unauthorized disclosure or access. Information on the performance of the
School and its Students shall be provided to the Governing Board, as required by this Agreement
or upon request after reasonable advance notice to enable the Governing Board to monitor
Connections’ performance. Connections specifically acknowledges its responsibility to make
information concerning the operation and management of the School available to the Governing
Board in order to enable it to fully satisfy its obligations under the Charter. Connections shall
also respond to requests for public records, subject to the ultimate control of the School.
Financial and other data will be available to the Governing Board separately from Connections’
operations or any other schools managed by Connections.
3.16 Management of Computer Technology. In the event that the School leases any Computer
Technology from Connections, Connections shall provide for the management of such Computer
Technology. In the event that the School purchases its own Computer Technology, it shall
separately contract with Connections for the management of such Computer Technology, unless
the School agrees in writing to provide management services comparable to those provided by
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Connections and to assume all liability related to any failure by the School to provide such
management services.
3.17 Management of Instructional Materials. Connections will provide for the management of
the Instructional Materials, which shall involve procurement, contracting, storage, fulfillment,
and other services required to obtain and deliver such Instructional Materials.
3.18 Other Management Services. Connections will provide the administrative support
necessary to deliver the Educational Products and Services (as described in Sections 2 and 3,
respectively) for which it will be entitled to a management fee as defined in Section 9.
Connections will have the right to add applicable charges for any new or additional services not
previously provided for under this Agreement to the Fee Schedule described in Section 9 with
proper notice and approval from the Governing Board or its designee.
3.19 Non-delegable Duties. Notwithstanding anything to the contrary in this Agreement, if
any service, responsibility, duty, power or authority delegated by the Governing Board to
Connections pursuant to this Agreement may not be so delegated under applicable law, such
delegation shall be null and void and the Parties shall adjust the financial terms of this
Agreement accordingly.
3.20 Other. Connections will be responsible to provide such other services not specifically
described herein but which are required by the Charter. Connections will have the right to add
applicable charges for any new or additional services not previously provided for under this
Agreement or the Fee Schedule described in Section 9 with proper notice and approval from the
Governing Board or its designee. To the extent that any of the terms, conditions, or provisions of
the Charter conflict or are inconsistent with the provisions of any other paragraph or section of
this Agreement, whether or not such inconsistency is expressed or noted herein, the provisions of
such other section or paragraph of such Charter shall in all instances prevail over the provisions
of this Agreement, subject to adjustment of the Fee Schedule to account for any new or
additional services not covered by the Fee Schedule.
3.21 New Services. With respect to the provision of new or additional services not otherwise
provided for under the Agreement or the Fee Schedule, Connections shall not be responsible for
providing any such new or additional services until such time as Connections and the Governing
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Board or its designee agree to the compensation to be paid to Connections for providing such
additional products and services, as reflected in a modified fee schedule.
4. School Responsibilities.
4.1 Compliance with Law. The School and the Governing Board shall be responsible for
adopting any necessary policies to comply with state law and regulation in oversight of the
School and to promptly inform Connections of any obligations or deficiencies in the School's
operations, as well as conducting all such oversight activities as are required by the Charter
School Law or other applicable law, including meeting any requirements in the Charter,
conducting all required Governing Board meetings in accordance with any applicable open
meeting laws, and acting in compliance with its Charter and the School’s bylaws.
4.2 Employment of School Staff.
(a) Lead School Administrator. The Governing Board shall employ the Lead School
Administrator who may also be designated as the “Principal” or, if there is more than one
Principal, the “Executive Director.” Throughout this Agreement, the position of “Principal” or
“Executive Director” is referred to as the “Lead School Administrator.” In the event there is not
a sufficient number of Students to require a full time Lead School Administrator, then a Teacher
may be designated to act as Lead School Administrator until such time as there are a sufficient
number of Students. Pursuant to its delegation of authority set out in Section 3.4, Connections in
consultation with the Governing Board will develop and implement a plan to recruit and select
the Lead School Administrator, which shall be subject to approval by the Governing Board.
While the Governing Board shall be responsible for determining the compensation arrangement
for the Lead School Administrator, the Governing Board shall consult with Connections in
determining the compensation arrangement for this position due to its impact on the School
budget.
(i) Responsibility. The Lead School Administrator shall be the primary
interface between Connections and the School and shall be responsible for assuring the delivery
of the Educational Services. The Lead School Administrator works with Connections on the day
to day recruiting, selection, training, supervision, oversight, discipline and dismissal of School
Staff. The Lead School Administrator shall aim to build consensus among all stakeholders, and
hence shall have responsibilities that shall include, but not be limited to, reporting regularly to
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the Governing Board, supervising administrative personnel, inspiring Teachers to teach, Students
to learn, and Learning Coaches to engage in their Student’s learning. The Teachers shall report to
the Lead School Administrator or such individual as shall have been designated by him or her,
and the Lead School Administrator shall work collaboratively with the Connections VP of
Schools, or his/her designee, who will provide day-to-day direction to the Lead School
Administrator, all under the oversight of the Governing Board. The Lead School Administrator
shall comply with Connections practices and protocols in the delivery of the Educational
Services and shall report to Connections as to the operations of the School.
(ii) Evaluation and Replacement of Lead School Administrator. The
Governing Board maintains the responsibility for evaluating the Lead School Administrator, and
will consult with Connections in said evaluation. The Lead School Administrator shall be
evaluated annually based on standards that are adopted by the Governing Board, in consultation
with Connections. Connections shall receive a copy of the results of that evaluation. The
standards used may be changed from time to time by the Governing Board, who shall consult
with Connections prior to adoption of such change. Connections shall bring to the Governing
Board’s attention concerns about, as well as requests and recommendations related to, the
performance and employment of the Lead School Administrator. All such concerns, requests and
recommendations shall be made in writing, with specificity. Both the Governing Board and
Connections shall preserve the confidentiality with respect to any such written concerns,
requests, and/or recommendations, except as required by law.
(iii) Subject to applicable law, the Governing Board shall have the right to
replace the Lead School Administrator in the event that the Governing Board is dissatisfied with
his or her performance. Prior to such removal, the Governing Board shall give Connections
thirty (30) days written prior notice of such removal, including the reasons for such removal.
Additionally, Connections shall have the right to request that the Governing Board replace the
Lead School Administrator, in the event that Connections is dissatisfied with his or her
performance. Connections shall notify the Governing Board of its request in writing, including
the basis for the request, such as evidence that the Lead School Administrator has failed to
comply with employee or school policies or has caused or will cause harm to the School. Upon
receipt of such request, the Governing Board shall promptly take steps to replace the Lead
School Administrator within ninety (90) days, or such time as shall be mutually agreed on by the
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Parties, or the Governing Board shall notify Connections that the Lead School Administrator will
not be replaced. Any replacement of the Lead School Administrator will be done so as to
minimize the disruption to Students and the educational environment. If Connections has a
concern about the Governing Board’s action or lack of action relating to the termination or
retention of the Lead School Administrator or other School related matter, Connections may
refer the matter to the Governing Board’s Counsel of Record for review and analysis, or take
such other action available to Connections under the terms of this Agreement and/or applicable
law.
(b) Teachers. The Governing Board will employ one or more persons designated
as Teachers, with final authority over matters relating to hiring, compensation, and termination,
as well as employment policies and procedures as set forth in the Governing Board approved
employee handbook. Teachers shall be licensed pursuant to Idaho teacher licensing and Charter
School Law requirements.
(i) Hiring, Supervising, Evaluating and Disciplining. The Governing Board
delegates to the Lead School Administrator, under the supervision of Connections, the
responsibility for assigning, supervising, evaluating, and disciplining Teachers, and for
recommending to the Governing Board the hiring and dismissal of Teachers, subject to the
Governing Board’s authority to override any action taken by the Lead School Administrator in
connection with such delegation. The Lead School Administrator shall carry out his/her
delegated responsibilities in accordance with the law, the Charter, and Governing Board-adopted
policies and procedures.
(ii) Board Directed Action. The Governing Board may, at any time, request
that the Lead School Administrator promptly investigate and take action to address any
complaints or concerns regarding the performance or conduct of any Teacher. The Lead School
Administrator shall provide a prompt report to the Governing Board and Connections on any and
all actions taken in response to such a request. In the event the Lead School Administrator fails
to take timely action to respond to the complaints or concerns raised and make a report, or in the
event the actions taken by the Lead School Administrator are deemed inadequate, the Governing
Board may instruct Connections to remove or replace a Teacher and specify the time and manner
in doing so. Connections shall reasonably and promptly respond to such instruction upon receipt
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of written notice from the Governing Board. Any such written notice shall set forth the basis on
which the Governing Board is relying in requiring any Teacher removals. If Connections has a
concern about the legality of any Governing Board action (including what Connections believes
is a failure to act), including in connection with the removal of a Teacher, Connections may refer
the matter to the Governing Board’s counsel of record for review and analysis.
(c) Administrative Staff. The Governing Board will employ one or more persons
designated as Principals or Assistant Principal, as the case may be, as well as a 504 Coordinator
and such clerical staff or other support positions as the Governing Board as may be required to
support School operations (collectively “Administrative Staff”). The Governing Board shall
have final authority over matters relating to compensation, benefits and termination, as well as
employment policies and procedures as set forth in the Governing Board approved employee
handbook. The Governing Board delegates to the Lead School Administrator, under the
supervision of Connections, the responsibility for assigning, supervising, evaluating, and
disciplining Administrative Staff, and for recommending to the Governing Board the hiring and
dismissal of Administrative Staff, subject to the Governing Board's authority to override any
action taken by the Lead School Administrator in connection with such delegation. The Lead
School Administrator shall carry out his/her delegated responsibilities in accordance with the
law, the Charter, and Governing Board-adopted policies and procedures.
(d) Special Education Director. In furtherance of Section 4.3 below and in
consultation with Connections, the Governing Board shall employ a properly credentialed
individual for the position of Special Education Director who shall be responsible for overseeing
the provision of Special Education Services, including developing and implementing the Special
Education Protocols, overseeing all personnel involved in the provision of Special Education
Services, including the School's Section 504 coordinator, and all outside contractors retained for
such purposes. The Special Education Director may also act as a Teacher, and/or the 504
coordinator, to the extent qualified to do so, in addition to their other responsibilities. The
Governing Board shall have final authority over matters relating to compensation, benefits and
termination, as well as employment policies and procedures as set forth in the Governing Board
approved employee handbook. The Governing Board delegates to the Lead School
Administrator, under the supervision of Connections, the responsibility for assigning,
supervising, evaluating, and disciplining the Special Education Director, and for recommending
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to the Governing Board the hiring and dismissal of the Special Education Director, subject to the
Governing Board’s authority to override any action taken by the Lead School Administrator in
connection with such delegation. The Lead School Administrator shall carry out his/her
delegated responsibilities in accordance with the law, the Charter, and Governing Board-adopted
policies and procedures.
4.3 Special Education Services.
(a) The School will adopt Special Education Protocols that comply with state and
federal law. In consultation with Connections, the Special Education Protocols will be subject
to review and revision from time to time throughout the Term. The Special Education Protocols
and all modifications to the Special Education Protocols are subject to Connections’ approval.
The Special Education Director will fully and consistently implement such Special Education
Protocols in the provision of Special Education Services and will accept guidance from
Connections with respect to providing Special Needs Students with a free and appropriate
education (“FAPE”).
(b) Subject to applicable law, the Governing Board shall have the right to replace the
Special Education Director in the event that the Governing Board is dissatisfied with his or her
performance. Prior to such removal, the Governing Board shall give Connections thirty (30)
days written prior notice of such removal, including the reasons for such removal. Additionally,
Connections shall have the right to request that the School replace the Special Education Director
in the event that Connections is dissatisfied with his or her performance, and so notifies the Lead
School Administrator in writing. In the event that the School refuses to comply with
Connections’ request to replace the Special Education Director, the School shall have 60 days to
develop a plan that fully and consistently implements the Special Education Protocols, as well as
addresses any other areas of concern identified by Connections related to the provision of Special
Education Services (“Special Education Remediation Plan”). The Special Education
Remediation Plan shall be developed in consultation with Connections, the form and substance
of which shall be mutually agreed upon by the parties. It is the Special Education Director’s
responsibility to fully and consistently implement the Special Education Remediation Plan.
(c) It is understood and agreed by both Parties that during any period of time that the
School fails to: (i) adopt Special Education Protocols approved by Connections; (ii) timely and
consistently implement the Special Education Remediation Plan referenced in 4.3(b) above; or
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(iii) take corrective action with regard to any issue(s), matter(s), or concern(s) related to Special
Education Services brought to the School’s attention by Connections, Connections and its agents,
employees, and assigns, will not be deemed to have engaged in any wrongdoing, misconduct,
negligence, or default under Section 14.1 of this Agreement, with respect to Special Education
Services.
4.4 Other Services. To the extent there are products and services not included in the
Education Products and Services and the School elects to contract with a third party other than
Connections for such products or services, it shall be the School’s responsibility to ensure that
such products or services are provided consistent with the Budget and in accordance with any
requirements of Charter School Law or other applicable law and any requirements in the Charter.
4.5 Insurance. The School shall comply with any insurance provisions as set forth in Section
15.
5. Eligible Students.
5.1 Admission Requirements. Any child qualified under the laws of Idaho for admission to a
public school is eligible to become a Student under this Agreement subject to any applicable
limitations in law and subject to verification of their residency or other requirements established
by law. Connections will not charge tuition and shall not charge any other fees unless approved
by the Governing Board.
5.2 Number. The Governing Board may establish a maximum number of Students to be
enrolled during each Academic Year and Connections shall not exceed that number without
specific approval from the Governing Board, and the Authorizer, if applicable. In addition,
Connections may limit the number of Students in each grade served under this Agreement to
conform to the Budget and lottery policy approved by the Governing Board.
5.3 Priority. Connections agrees to follow the admissions preferences as laid out in the
Charter and school policy adopted by the Governing Board, including any policy or procedures
for conducting a lottery. Any limit on the number of Students who may enroll shall be
communicated to interested Caretakers and students prior to their enrollment, including any
procedure for conducting a lottery. Once enrolled, Students will not be required to reapply in
subsequent Academic Years, but will need to complete information confirming their intent to
return, in accordance with the terms of the School Handbook.
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5.4 Recruiting and Community Education. Subject to Governing Board review, Connections
will be responsible for developing a plan for periodic community informational meetings and
correspondence as required to recruit Students and to inform other interested parties about the
School.
5.5 Public Website. Connections will maintain a public web site on behalf of the School that
will contain any information required by the law.
5.6 Enrollment. The School delegates to Connections responsibility for accepting Students
into the School. However, the School has no responsibility to pay Connections for any Students
who are admitted who are not eligible. Connections shall maintain a list of the Enrolled Students
on behalf of the School and shall provide such list to the Governing Board promptly upon
request. The list shall include all required information for the Student Records.
5.7 Full-time Status. Students shall be permitted to enroll in the School exclusively on a full-
time basis. Dual or part-time enrollment will not be permitted except by prior written agreement
by Connections and the School or as otherwise required by law, and neither Party shall have any
obligation to accept a dual or part-time enrollment or provide any payment for services provided
by other parties.
5.8 Disenrollment. A Student may withdraw from the School at any time during the
Academic Year. To the extent permitted by Idaho law and consistent with the procedures set
forth therein, Students may also be withdrawn who do not, or whose Caretaker(s) do not, comply
with the terms of the School Handbook. Connections will use its reasonable best efforts to
collect any information required by law concerning a withdrawn Student’s next school.
Connections will report on the status of withdrawals and to the Governing Board at each
regularly scheduled Governing Board meeting or whenever requested by the Governing Board.
Connections will be responsible for reimbursing any state and federal funds that it has received
to the extent funding is disallowed as a result of a Student’s withdrawal.
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6. Term and Termination.
6.1 Initial Term. The term of this Agreement shall commence upon the Effective Date and
shall expire the earlier of, on a date coterminous with the Charter, or June 30, 2020. (the “Initial
Term”).
6.2 Early Termination. Except as specifically provided for herein, this Agreement can only
be terminated before its expiration as follows:
(a) By both Parties if they agree in writing to the termination;
(b) By either Party, if one Party materially breaches this Agreement and fails to cure
such breach within thirty (30) days following written notification of such breach from the other
Party;
(c) By either Party, if the payments to which Connections is entitled under Section 9
of this Agreement are materially reduced as a result of a change in funding provided to the
School or applicable law impose requirements that are materially different from those previously
provided under this Agreement and Connections is unwilling or unable to make the required
changes;
(d) By either Party, if the Charter is terminated or if the School is no longer
authorized by the Authorizer as required by applicable Idaho law;
(e) By the School, if the Governing Board determines at the end of an Academic
Year that the Educational Products and Services do not meet the requirements for a computer-
based virtual or charter school, as defined by applicable laws, but only if Connections is unable
to cure such deficiency after being given reasonable notice thereof and the opportunity to cure
any alleged failure to meet such requirements;
(f) By the School, if the Governing Board determines, after a Performance Review,
in the School’s sole reasonable discretion, that this Agreement should be terminated for failure to
perform, but only if Connections is unable to cure such deficiency after being given reasonable
notice thereof specifying in detail the deficiency and the opportunity to cure any alleged
deficiency in performance. The determination as to whether Connections has cured the
deficiency shall be made in the sole reasonable discretion of the School; provided, however, that
such determination shall be made by the School by no later than March 1 of the then current
Academic Year;
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(g) By Connections, if there are unresolvable differences between the Parties relating
to what Connections, in its sole discretion, considers to be conduct that reflects materially and
unfavorably upon Connections’ reputation with respect to the manner in which School carries
out its responsibilities under the terms of this Agreement and Connections provides the School
with thirty (30) days written notice of its intent to terminate during which such time the Parties
shall work in good faith to alleviate to Connections satisfaction the circumstances giving rise to
such unresolvable differences. Any rescission of authority by the Governing Board under
Section 3.4 shall give rise to the right to terminate by Connections under this Section 6.9; or
(h) In the event that the Parties fail to agree on a Budget in accordance with Section
9.
6.3 Notice of Termination. In the event of termination of this Agreement prior to its
expiration, written notice by certified or registered mail, return receipt requested, no later than
March 1 of the then current Academic Year shall be provided and shall list the reason(s) for
termination and the effective date of the termination. Termination shall only occur at the end of
an Academic Year except if such termination is the result of Sections (b).
6.4 Obligations on Termination. In the event this Agreement is terminated by either Party for
any reason:
(a) Connections shall assist and cooperate with the School in the transition of the
provision of Educational Products and Services from Connections to the School, or another
service provider, so as to minimize the disruption to the Students;
(b) Each Party will promptly (not later than thirty (30) days after the effective date of
termination) return to the other Party all Confidential Information, property and material of any
type belonging to the other Party, including but not limited to, electronic versions, hard copies
and reproductions and will not retain copies of any such property or material except as may be
expressly permitted in this Agreement or required by applicable law;
(c) All access to the EMS and other Educational Products and Services shall be
discontinued;
(d) Connections shall provide to the School copies of all Student Records not
otherwise in the School’s possession at no additional cost; and
(e) The School shall pay Connections all amounts due and owing for products and
services provided under this Agreement through the effective date of termination.
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7. Representation Regarding Non-discrimination.
Connections, the School and the Governing Board will not discriminate against any person on
the basis of race, creed, color, sex, national origin, religion, ancestry, sexual orientation or
disability, or any other basis prohibited by federal or Idaho law.
8. Health and Safety.
Connections specifically acknowledges that it shall not do anything to interfere with and shall
assist the School in its responsibility to adhere to the following standards regarding health and
safety:
(a) Reporting child abuse or neglect of which it has reasonable suspicion, as required
by state law;
(b) Adopting policies prohibiting the use of drugs, alcohol, weapons and tobacco on
school grounds or at school events; and
(c) Complying with all state immunization laws.
9. Financial Terms.
9.1 Payments. The following shall represent the financial responsibilities between the
Parties.
(a) During each year of the term, as compensation for the Educational Products and
Services provided by Connections under the terms of this Agreement, as more particularly
described in Sections 2 and 3, Connections shall be paid in accordance with the schedule of fees
for services (the “Fee Schedule”), a copy of which is attached as Exhibit A. To the extent that
the Fee Schedule includes any fees that are based on a “percentage of revenue,” such fees shall
be assessed against funds received by the School from all governmental sources received by the
School from whatever source, whether from state, local, or federal government agencies,
including but not limited to Title I funds, grants, income, or other funding sources (the
“Revenues” and together with all Revenues in a given Academic Year, collectively “Total
Revenues”).
9.2 Any costs required by the Charter not specifically included in this Agreement shall be the
responsibility of the School.
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9.3 The Parties may agree to have Connections act as its payment agent for various other
expenditures not included in the Fee Schedule. Connections will be entitled to reimbursement
for these expenses on a monthly basis as they are incurred upon the submission of appropriate
documentation.
9.4 Connections will invoice the School monthly according to the Fee Schedule. Payment
will be due within five (5) business days of action by the Governing Board which shall use its
best efforts to review and approve invoices within thirty (30) days of receipt. Connections may
charge interest at the rate of one and one half percent (1.5%) per month for any invoices over
sixty (60) days unless such failure to pay is the result of funds being withheld from the School
due to a failure by Connections to perform under the terms of this Agreement, or if the School
has insufficient funds to pay the invoice as the result of outstanding receivables, deferred
payment by the State or Charter Authority of funding due, or if the School is disputing any
charges. The School shall notify Connections of the basis for any dispute within five (5) days of
determination of such dispute and shall work to resolve the dispute within thirty (30) days. All
amounts other than any amount in dispute shall be paid according to the terms herein. Funds
shall also be subject to adjustment based on any adjustments to Student counts as a result of an
audit by the State of Idaho. Any differences in amounts that were previously paid under this
Agreement as a result of such audits shall only be applied to or against the next payment or
payments otherwise due under this Section, or if no payment is due, Connections shall refund
such amount to the School within thirty (30) days.
9.5 To the extent that any adjustments as a result of a state audit are the result of
Connections’ failure to adequately perform its responsibilities under this Agreement or the
Charter, Connections will be required, as requested by the Governing Board, to either: (i) return
any required funds to the School in the amount determined by the state funding authority, or (ii)
to the extent that funds are withheld from future payments to the School, reduce payments
otherwise due to Connections by the amount that funding is withheld.
9.6 Protection Against Deficits. In the event that as of June 30 of any year during the Term,
Total Revenues are less than the School’s expenditures, including payments to Connections as
well as those incurred and paid by the School, but excluding any payments for capital
expenditures (the “Total Expenditures”), and in the event that the School does not have positive
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Net Assets (as defined in its annual audited financial statements) sufficient to offset the
difference between Total Revenues and Total Expenditures, to the extent that any expenditures in
excess of Total Revenues were included in the balanced budget or were subsequently approved
by both Parties in an amended budget, Connections shall issue a credit or make a cash payment
to the School to the extent required to maintain positive Net Assets at least equal to Ten
Thousand Dollars ($10,000) as of each June 30 during the Term of this Agreement. To the
extent that the Net Assets at the end of any June 30 exceeds Ten Thousand Dollars ($10,000),
and in the event that credits have previously been issued and not repaid, Connections shall be
entitled to the repayment of any such credits without interest.
9.7 Budgets. No later than the earlier of June 1 or fourteen (14) working days prior to any
deadline specified in the Charter or other regulatory mandate, Connections agrees that it will
present to the School a balanced budget (i.e., not resulting in a cumulative net asset deficit) for
the following fiscal year. The Budget shall be in reasonable detail, shall meet all regulatory
reporting requirements and shall be based on the Fee Schedule. In the event that the Governing
Board and Connections do not agree with the proposed balanced budget, the Parties agree to
work together in good faith to resolve any disagreements by the earlier of June 30 or such date as
is required in any regulatory requirement or the Charter for budget submission.
9.8 Breakdown of Charges. No later than September 30 of each year during the Term,
Connections will provide to the School a breakdown of its charges including a breakdown
between Tangible and Intangible Instructional Materials, and amounts charged for staff
compensation, EMS, Computer Technology, etc. This shall not change the amounts due to
Connections by the School, but shall provide the School with support for the charges for the
products and services provided by Connections.
9.9 Sales Tax. The School shall provide Connections with support that it is tax exempt. To
the extent that the School is not tax exempt, the School shall be responsible for federal, state, or
local taxes assessed, if any, based on the Educational Products and Services provided to the
School under this Agreement. If any sales and use taxes are assessed on purchases made from
Connections, Connections will provide a credit to the School equal to the amount of the sales or
use taxes paid by the School.
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9.10 In the event of a rescission of delegation of authority to Connections which gives rise to a
termination of the use of any of the Licensed Marks, including the School’s trade name, as
provided in Section 11.3, the parties agree to negotiate and mutually agree to new compensation
terms for services provided by Connections based on the relationship of the parties at that time.
10. Confidential Information.
10.1 Confidential Information Defined. As used in this Agreement, “Confidential
Information” means all information and any idea in whatever form, tangible or intangible,
pertaining in any manner to the business of a disclosing Party (or any of its affiliates) or to a
disclosing Party’s customers or business partners unless it must be disclosed by applicable law.
It is acknowledged that the following information will be included, without limitation, in the
definition of Confidential Information, whether in written or verbal form, and including
electronic data recorded or retrieved by any means: (1) educational content, curricula, teaching
outlines, lesson plans, testing processes, and procedures; (2) Student Records and other Student-
related personal information; (3) information regarding business strategy and operations such as
business plans, marketing strategies, outreach plans and sales information, pricing information
and customer and prospect lists, the identities and locations of vendors and consultants providing
services or materials to or on behalf of the disclosing Party; (4) information regarding product
development such as product designs and concepts, development methods, computer software,
inventions and other work product; (5) financial information such as budget and expense
information, economic models, pricing, cost and sales data, operating and other financial reports
and analysis; (6) human resource information such as compensation policies and schedules,
employee recruiting and retention plans, organization charts, disciplinary records and other
personnel data; (7) the terms of this Agreement; and (8) other similar non-public information that
may provide the disclosing Party with a strategic advantage or could harm the disclosing Party if
publicly disclosed.
10.2 Obligation to Protect. To the extent permitted by law, the School shall maintain the
confidentiality of the Confidential Information. Receiving Party agrees to use and disclose
Confidential Information only as required in performing its obligations under this Agreement and
for no other purpose and to hold all such Confidential Information in the strictest confidence, and
except with the prior written authorization of the disclosing Party, not to (a) disclose it to any
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person, firm or corporation, or (b) use it for the benefit of anyone other than for the disclosing
Party. Notwithstanding the foregoing, the School shall be permitted to make such disclosures
and retain such materials as is required for the School to comply with applicable laws, and in
accordance with Section 3.12. Connections shall make such information and facilities available
to authorized School personnel, Authorizer, Idaho and/or federal regulatory authorities, and any
other person, as required to comply with applicable laws, and in accordance with Section 3.12.
10.3 Protection of Student Records. The Parties acknowledge and agree that under Idaho Law
and 20 U.S.C. § 1232g, the Family Educational Rights and Privacy Act (“FERPA”) including
any regulations promulgated thereunder, each Party has certain obligations with regard to
maintaining the security, integrity and confidentiality of “education records”, as that term is
defined by FERPA. The Parties agree that they shall perform their obligations under this
Agreement in compliance with FERPA and any regulations promulgated thereunder. The Parties
designate the staff, employees and volunteers who are providing educational or administrative
services to the Student as agents of the School having a legitimate educational interest and thus
entitled to access to educational records under FERPA. The Parties shall also maintain Student
Records in accordance with any other applicable state, local and federal laws, as well as the
Model Student Data Privacy and Security Policy adopted by the Idaho State Board of Education,
which can be found at, http://www.connectionsacademy.com/Libraries/INSPIRE_Documents/
INSPIRE-Student-Data- Privacy-and-Security-Policy.pdf and in accordance with Section 3.12.
Any proven failure to maintain Student Records in accordance with any such law and/or
policy may result in the imposition of a monetary penalty in an amount provided for in such
respective law and/or policy.
10.4 Remedy for Breach. The Parties acknowledge that monetary damages may not be a
sufficient remedy for unauthorized disclosure of Confidential Information and that a disclosing
Party may be entitled, without waiving any other rights or remedies, to such injunctive or
equitable relief as may be deemed proper by a court of competent jurisdiction.
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11. Ownership of Intellectual Property and Tangible Personal Property Supplied by
Connections.
11.1 Intellectual Property. School agrees that Connections or its licensor is the sole owner of
the EMS and Connections, its affiliates, and/or its contracted vendors are the owners of any
Intellectual Property, Intangible Instructional Materials and other content contained in the EMS
(“Content”) made available pursuant to Section 2.2. The School will acquire no rights in
trademarks, patents, copyrights or trade secrets or other Intellectual Property related to the EMS,
the Intangible Instructional Materials, the Content, or the Education Products and Services by
reason of the School’s use of the same in connection with this Agreement. The School grants,
and agrees to cause its employees and agents to grant, to Connections and its successors and
assigns, the non-exclusive perpetual, irrevocable, worldwide and royalty-free license to use
(including to provide Educational Products and Services), modify, market and create derivative
works based upon any instructional or other copyrightable materials created by employees and
agents of the School, without identifying or seeking the consent of the School or any of its
employees or agents. Any such derivative works created shall be the sole property of
Connections and its transferees.
11.2 Tangible Personal Property. This Agreement does not constitute a sale or other transfer
to the School of any Educational Products supplied by Connections pursuant to Section 2. All
right, title, and interest in and to such Educational Products will remain with Connections.
11.3 Trademarks. Connections or its Affiliates are the owner of various trademarks, service
marks, logos, or trade names used in its business of providing Educational Products and
Services, as specified
at http://www.connectionsacademy.com/Libraries/PDFs/CACommonLawTrademarks.pdf and
including the School trade name Inspire Connections Academy (collectively, the “Licensed
Marks”). Connections grants to the School a non-exclusive, non-transferable, royalty-free sub-
license to use the Licensed Marks during the term of this Agreement solely in connection with
the performance of this Agreement and subject to pre-approval of such use by Connections. The
School agrees to make reasonable efforts to use the Licensed Marks in accordance with any
trademark usage guidelines provided by Connections, the most up to date version of which can be
found at http://www.connectionsacademy.com/terms-of-use/trademark-guidelines.aspx.
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31
Connections retains all right, title and interest in and to the Licensed Marks and any related
proprietary rights not expressly granted to the School hereunder. All goodwill attributable to the
Licensed Marks will inure exclusively to the benefit of Connections. In the event of a rescission
of delegation of authority to Connections under Section 3.4 or in the event of a termination of
this Agreement, the School shall terminate use of the Licensed Marks, including the School’s
trade name, and amend any publicly recorded and unrecorded documents to remove the name
“Connections Academy”, the Connections Academy logo and any other Licensed Marks that
may be contained therein within the earlier of sixty (60) days after the effective date of the
rescission or termination, or prior to the first day of the Academic Year following such rescission
or termination, unless otherwise agreed to by the Parties.
11.4 Protection of Goodwill and Academic Integrity of the Program. The Parties recognize
that Connections has invested substantial money and resources in developing a nationally
recognized virtual education program under the “Connections Academy” brand and that it has an
inherent interest in protecting the goodwill generated in connection therewith, as well as the
academic integrity of the Program. The Parties also recognize that the School has a vested
interest in Connections protecting such goodwill, as well as the academic integrity of the
Program in connection with its mission to advance the education interests of its Students.
Accordingly, as part of its management responsibilities Connections is hereby authorized to
perform ongoing and periodic reviews of School records documenting the manner in which the
Program is delivered to Students, including documentation of interaction between Teachers
and/or Administrative Staff with Students, Learning Coaches and Caretakers and to report to the
Governing Board, Administrative Staff and/or Teachers any deviations from established
Connections policies, procedures and protocols, federal or state legal requirements, or
established best practices, or other deficiencies Connections takes note of in connection with
such ongoing or periodic review.
12. Aggregating Data. Student specific data, including corresponding Caretaker data, is the
property of the School, Student and/or the Caretaker (“Student Information”), unless and to the
extent that Connections obtains such Student Information from a source other than the School,
including directly from Student (if emancipated minor or over the age of minority) or such
Student's Caretaker. Connections will not use any such School owned Student Information for
any non-school related purpose without obtaining the written permission of such Student or
DocuSign Envelope ID: 5D98F06B-B19C-4FD5-8299-46FAE172602D
32
Student's Caretaker (as the case may be). Connections may freely aggregate School owned
Student Information so long as such aggregated use does not reveal identifying characteristics
that would enable a third party to determine the identity of any individual Student, including that
Student's Caretaker. All such aggregated data shall be the property of Connections. Connections
may freely use all such aggregated data and identify its source as being Inspire Academies, Inc.
without the consent of the School. In addition, Connections shall, from time to time, provide to
the School Student Information in an electronic format requested by the School to the extent
Connections’ systems and capabilities permit. Upon receipt of such request from the School,
Connections will work with the School to formulate queries, formats and designs that will
generate Student Information in a manner most useful to the School, based on the School’s
objectives and Connections’ existing capabilities.
13. Indemnification.
13.1 Indemnification by Connections of the Governing Board. To the extent not covered by
insurance or not barred by any state legislation, Connections shall defend, indemnify and hold
the Governing Board and their respective agents and employees harmless against and from all
costs, expenses, damages, injury or loss (including reasonable attorney’s fees) to which the
Governing Board and their respective agents and employees may be subject by reason of any
wrongdoing, misconduct, negligence, or default by Connections, its agents, employees, or
assigns in the execution or performance of this Agreement. This indemnification shall not apply
to any liability claims or demands resulting from the negligence or wrongful act or omission of
any Governing Board director, officer, agent, or employee. This indemnification, defense and
hold harmless obligation on behalf of Connections shall survive the termination of this
Agreement. The School shall have the right, at its own expense, to participate in the defense of
any suit, without relieving Connections of any of its obligations hereunder.
13.2 Indemnification by the School. To the extent not covered by insurance or not barred by
any state legislation, the School shall defend, indemnify and hold Connections and their
respective agents and employees harmless against and from all costs, expenses, damages, injury
or loss (including reasonable attorney’s fees) to which Connections and their respective agents
and employees may be subject by reason of any wrongdoing, misconduct, negligence, or default
by the School, its agents, employees, or assigns in the execution or performance of this
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33
Agreement. This indemnification shall not apply to any liability claims or demands resulting
from the negligence or wrongful act or omission of any Connections officer, agent, or
employee. This indemnification, defense and hold harmless obligation on behalf of the School
shall survive the termination of this Agreement. Connections shall have the right, at its own
expense, to participate in the defense of any suit, without relieving the School of any of its
obligations hereunder.
13.3 Indemnification Procedure. The indemnified Party will: (a) promptly notify the
indemnifying Party in writing of any claim, loss, damages, liabilities and costs, and for third
party claims, (b) allow the indemnifying Party to control the defense, and (c) reasonably
cooperate with the indemnifying Party in the defense and any related settlement negotiations. In
addition to any defense provided by the indemnifying Party, the indemnified Party may, at its
expense, retain its own counsel. If the indemnifying Party does not promptly assume the
indemnified Party’s defense against any third party claim, the indemnified Party reserves the
right to undertake its own defense at the indemnifying Party's expense.
14. Limitation of Liabilities.
14.1 In no event will the School, or its directors, officers, employees, or agents, be responsible
or liable for the debts, acts or omissions of Connections, its directors, officers, employees, or
agents.
14.2 In no event will Connections and their respective employees or agents be responsible or
liable for the debts, acts or omissions of the School, its directors, officers, employees, or agents.
15. Insurance.
15.1 Connections Insurance. Connections will maintain and keep in force no less than
substantially such amounts of insurance as are provided for in Exhibit B to cover insurable risks
associated with operations under this Agreement, whether such operations are conducted by
Connections, or by any subcontractor or anyone directly or indirectly employed by any of them.
Such coverage will include worker’s compensation insurance for any Connections employees
provided under the terms of this Agreement. The School may request to be included as an
“additional insured” on the Commercial General Liability and Automobile Liability policies at
DocuSign Envelope ID: 5D98F06B-B19C-4FD5-8299-46FAE172602D
34
no additional charge. Any charges associated with such insurance shall be included in the Fee
Schedule.
15.2 School Insurance. The School shall maintain and keep in force insurance at no less than
the minimum levels required by the Charter, applicable law, or both. Further, the School may
elect to maintain additional coverage, in which event Connections shall arrange for the requisite
coverage on behalf of the School and include the cost in the Fee Schedule. Connections shall be
included as an “additional insured” as to any such coverage. The School will also maintain and
keep in force Director and Officer's Insurance in the amount required by the Authorizer or by the
Charter, but in no event less than One Million Dollars ($1,000,000) in the aggregate.
15.3 Liability Insurance. Liability insurance for any facility leased directly and/or managed by
the School and any capital equipment or furniture and fixtures owned by the School will be the
responsibility of the School.
16. Notices.
Any notice, demand, or request from one Party to the other Party hereunder shall be deemed to
have been sufficiently given or served for all purposes as of the date it is delivered by hand,
received by overnight courier, or within three (3) business days of being sent by registered or
certified mail, postage prepaid to the Parties at the following addresses:
If to the School: Inspire Academics, Inc. 600 N. Steelhead Way, Suite 164Boise, ID 83702 Attn: Chair, Board of Directors
If to Connections:
Connections Academy of Idaho, LLCc/o Connections Education LLC Attention: President 1001 Fleet St, 5th Floor Baltimore, MD 21202
Cc:Connections Education LLC Attention: School Legal Affairs1001 Fleet St, 5th Floor Baltimore, MD 21202
DocuSign Envelope ID: 5D98F06B-B19C-4FD5-8299-46FAE172602D
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17. Miscellaneous.
17.1 Severability. If any provision of this Agreement is held to be invalid or unenforceable, it
shall be ineffective only to the extent of the invalidity, without affecting or impairing the validity
and enforceability of the remainder of the provision or the remaining provisions of this
Agreement. If any provision of this Agreement shall be or become in violation of any federal,
state, or local law, such provision shall be considered null and void, and all other provisions shall
remain in full force and effect.
17.2 Successors and Assigns. The terms and provisions of this Agreement shall be assignable
by either Party only with the prior written permission of the other, which consent shall not be
unreasonably withheld; provided that a change in control of Connections or its managing
member, notice of which shall be provided by Connections to Governing Board, shall not be
deemed a violation of this Agreement.
17.3 Complete Agreement; Modification and Waiver. This Agreement constitutes the entire
agreement between the Parties with respect to the matter contained herein and supersedes all
prior and contemporaneous agreements, warranties and understandings of the Parties. There are
no agreements, representations or warranties of any kind except as expressly set forth in this
Agreement. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both Parties. No waiver of any provision of this Agreement will be
effective unless it is in writing and signed by the Party to be charged with such modification, and
no such waiver will constitute a waiver of any other provision(s) or of the same provision on
another occasion.
17.4 Force Majeure. If any circumstance should occur that is not anticipated or is beyond the
control of a Party or that delays or renders impossible or impracticable performance as to the
obligations of such Party, the Party’s obligation to perform such services shall be postponed for a
period equal to the time during which such circumstance shall extend, or, if such performance
has been rendered impossible by such circumstance, shall be cancelled.
17.5 No Third Party Rights. This Agreement is made for the sole benefit of the Parties.
Except as otherwise expressly provided, nothing in this Agreement shall create or be deemed to
create a relationship among the Parties or any of them, and any third party, including a
relationship in the nature of a third party beneficiary or fiduciary.
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36
17.6 Professional Fees and Expenses. Each Party shall bear its own expenses for legal,
accounting, and other fees or expenses in connection with the negotiation of this Agreement.
17.7 Resolution of Disputes. Any dispute arising out of or relating to this Agreement shall be
resolved in accordance with the procedures specified in this subsection 17.7.
(a) Negotiation. The parties agree to negotiate in good faith all disputes arising out
of or relating to the rights and obligations of the Parties, as set forth in this Agreement and/or
established by applicable law. Any dispute not resolved within the normal course of business
shall be referred to the VP of Schools, for Connections, and the Board Chairperson, for the
School or his/her designee, for discussions related to the nature of the dispute and an agreed
course of action as to how to resolve the dispute or to other such persons within the organization
of Connections and the School as the Parties mutually deem appropriate.
(b) Mediation. In the event the parties are unable to fully resolve a dispute through
negotiation, each Party agrees to submit all unresolved disputes to nonbinding mediation
pursuant to processes and procedures mutually agreed upon by the Parties. In the event the
Parties are unable to agree to such processes and procedures, the Parties agree to submit the
matter to Board Counsel of record, or other such third party agreed upon by the Parties, who will
establish the processes and procedures by which such unresolved disputes will be mediated.
(c) Confidentiality. The Parties agree to treat all discussions and sharing of
documents related to this subsection 17.7 as confidential and not subject to disclosure to any
third party to the extent permissible by law, except as consented to by the disclosing Party. In
the event the Parties are unable to resolve such dispute through nonbinding mediation, to the
extent such dispute remains unresolved, each Party, upon providing the other party ten (10)
calendar days' notice of its intent to do so, may pursue their respective contractual,
administrative, legal and/or equitable remedies available to them in order to fully resolve such
dispute.
17.8 Governing Law. This Agreement shall be governed and controlled by the laws of the
State of Idaho. Any legal actions prosecuted or instituted by any Party under this Agreement
shall be brought in a court of competent jurisdiction located in Idaho, and each Party hereby
consents to the jurisdiction and venue of any such courts for such purposes.
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17.9 501(c)(3) Status. The Parties agree to negotiate in good faith an amendment to this
Agreement to cure any IRS cited defect in the Agreement that will impede the issuance from the
IRS that the School is a tax exempt organization under Internal Revenue Code Section 501(c)(3).
17.10 Counterparts. This Agreement may be signed in counterparts, which shall together
constitute the signed original agreement.
17.11 Compliance with laws, policies, procedures, and rules. Each Party will comply with all
applicable federal and state laws including all of the specific requirements of the Charter,
applicable local ordinances and the School’s policies whether or not specifically listed in this
Agreement.
17.12 Interpretation of Agreement. The Parties hereto acknowledge and agree that this
Agreement has been negotiated at arm's length and between Parties equally sophisticated and
knowledgeable in the subject matter dealt with in this Agreement. Accordingly, any rule of law
or legal decision that would require interpretation of any ambiguities in this Agreement against
the Party that has drafted it is not applicable and this Agreement shall be interpreted in a
reasonable manner to affect the intent of the Parties as set forth in this Agreement.
17.13 Headings; Exhibits. The section headings contained herein are for convenience only and
shall not in any way affect the interpretation or enforceability of any provision of this
Agreement. All schedules and exhibits to this Agreement are incorporated herein and shall be
deemed a part of this Agreement as fully as if set forth in the body hereof.
17.14 Attendance at Meetings. The parties agree that during the Term Connections is hereby
invited (through a Connections designated individual or individuals) to attend all Governing
Board closed session meetings except where such attendance (i) is prohibited by applicable law;
(ii) will result in a waiver of the attorney/client privilege; or (iii) will result in Connections being
present during discussions concerning negotiations regarding the renewal or termination of this
Agreement.
17.15 Electronic Signatures. This Agreement and related documents may be accepted in
electronic form (e.g., by scanned copy of the signed document, an electronic or digital signature
or other means of demonstrating assent) and each Party’s acceptance will be deemed binding on
the Parties. Each Party acknowledges and agrees it will not contest the validity or enforceability
DocuSign Envelope ID: 5D98F06B-B19C-4FD5-8299-46FAE172602D
38
of this Agreement and related documents, including under any applicable statute of frauds,
because they were accepted or signed in electronic form. Each Party further acknowledges and
agrees that it will not contest the validity or enforceability of a signed facsimile copy of this
Agreement and related documents on the basis that it lacks an original handwritten
signature. Facsimile signatures shall be considered valid signatures as of the date
hereof. Computer maintained records of this Agreement and related documents when produced
in hard copy form shall constitute business records and shall have the same validity as any other
generally recognized business records.
17.16 Survival. The rights and responsibilities of Sections 6.4, 9, 10, 11, 12, 13, 14, 15, 16,
17.1, 17.2, 17.3, 17.5, 17.6, 17.7, 17.11, 17.12, 17.13, 17.15 and 17.16 shall survive the
termination of this Agreement.
17.17 Status and Relationship of the Parties. Connections is a limited liability company
organized under the laws of Idaho, and is not a division or a part of the School. The School is a
Idaho not-for-profit education corporation authorized by the Charter School Law and is not a
division or part of Connections. The Parties intend that the relationship created by this
Agreement is that of an independent contractor and not employer-employee. Except as expressly
provided in this Agreement, no agent or employee of Connections shall be deemed to be an agent
or employee of the School. Connections shall be solely responsible for its acts and the acts of its
agents, employees and subcontractors and the School shall be solely responsible for its acts and
the acts of its agents, employees and subcontractors. The relationship between Connections and
the School is based solely on the terms of this Agreement, and the terms and conditions of any
other written agreement between Connections and the School.
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39
IN WITNESS WHEREOF, the Parties agree to the terms of this Agreement and have executed this Agreement by their authorized representatives to be effective as of the Effective Date written above.
INSPIRE ACADEMICS, INC.
By:
Title: Board President
CONNECTIONS ACADEMY OF IDAHO, LLC
By:
Title: President
40
DocuSign Envelope ID 5D98F06B-B19C-4FD5-8299-46FAE172602D
Exhibit A - Fee Schedule
INSPIRE Academics Connect ons Academy of Idaho,LLC Fee Schedule
Foe Factor Notes EducationalResource Certer S126.00 per each enrolel d student,calculated as an average over the school year Connexus111 Annual license (EMS) 5600.00 per each eiYolel d student,calct.dated as an average over the school year Technical Support and Repairs S150.00 per each enrolel d student,calculated as an average over the schoolyear Accounting andRegulalory Reporting S50.00 per each enrolel d student,calculated as an average over the school year Direct Course Instruction Support $1.53 per student day; based on enrollment each month in iNaCA supported course Short Term Substitute leading S300.00 per day. service is provided by a teacher employed by the EMO Partner Software - Employees $600.00 per each staff member employed at the end of the year HumanResources Support $1,500.00 per each staff member employed at the end of the year SchoolCurriculum Supplies $500.00 per each teacher employed at the end of the school year Facility Support Services $5,OOO.OO per each school of the location Student Technology Assistance $575.00 per each compuler provided by CA at anytime during the school year Internet Subside Payment Processing $25.00 per each household enrolled at anytime during the schoolyear Enrollment and Records Management $50.00 per each student enrolled at anytime during the school year Curriculum Postage $33.00 per each student enrolle d at anytime during the school year Tangible and lntangible Instructional Materials- Kindergarten' $600.00 per each Kindergarten student enrolled at any time during tne school year Tangible and lntangible Instructional Materials- $950.00 per each 1st • 5th grade student enrolled at anytime during the school year 1st-5thGrade' Tangible and lntangible $1,075.00 per each 6th - 12th grade student enrolled at anytime during the school year InstructionalMaterials - 6th-12th Grade' Treasury Services 1.5H. of all revenue from governmental sources,excluding any special education revenue Malteling Services 1.00'1. of all revenue from governmentalsources,excluding any special education revenue
SchoolAdministration 6.5H. of all revenue from governmental sources,excluding any special education revenueSpedal Educalion Oversight and Liability SpecialEducation 2.5011! of all revenue from governmental sources,excluding any special education revenue Direct Services 100'1. of all special education revenue
. 1 Employment Benefits 20 0011 per actualgross wages andbonus accrualfor school staff participating inCA's benefits program (ratesubject to any adjustm ent as part of the Boards approval of the annual school budget.)
CommunityOutreach
TBD annual contribution toward outreach efforts subject to Board approval
Expenses Reimbursed to Connections Cost Expenses Paid by the School by Contractual Obligation
Office Supplie s Wages,Benefits,Pension and TaxesCopiel Production Banking feesTeam budgeting Payroll processing feesOffice Postage Board ExpenseStudent Testing andAssessment Financial AuditStaff Recruiting Accreditation and ConsultingStaff Tra ning /Professional development Directors andOfficers and Workers Compensation InsuranceTravel and Conferences Student Activities Maintenance and Repair GraduationHigh Speed Internet ISP Payment DuesReimbursement Expensed EquipmentPhone Legal Office Rent Other Curriculum
Rent Operating Expense Any other expenses for services not contracted to Connections Academy of Idaho,LLCExpenses Pending Advocation
'Items under student Technology Assisbnce and Tangible andlnbngible InstructionalMaterials are provided to the school and its students for use during the school year. They remin theproperty of Connections Academy of Idaho,LLC and/or its vendors.
H Total computer provided by CA are calculated by combining the sum of all cost assigned to a household as collected on the first school day ofSeptermer plus each computer shipped thereafter at any tine during the school year,excluding computer shipped for the following reasons: • Reshipment for replacement or repair• Student Supplemental Technical Equipment • Computers Approved for Special Education Students
41
DocuSign Envelope 10: 5D98F06B-B19C-4FD5-8299-46FAE172602D
AC....,...----. D® CERTIFICATE OF LIABILITY INSURANCE DATEIMMIOOIYYYY)
06/23/2014THIS 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).
PRODUCER I l Marsh & McLennan Agency-SBS, PHO NE
-
n
I A
UT
IOS
D
Inc. JAIC......_N:ses-591-J 9 a ser-vice of Seabury c:lnd Smith, 1r&.: , 0-2 32-3513!1
9830 Colonnade Boulevard, Suite 400 ADDRESS: PO Box 659520 INSURER!SlAFFORDING COVERAGE1--- - NAIC#San Antonio, TX 78265-9520
INSURER A : HANOVERINSURANCE COMPANY
EJ>ctions Educa t ion, LLC INSURER B :
INSPIRE Academics, Inc . INSURER C : lOCl Fleet Street, 5th FlOOL INSURER D:Baltimore, HD 2L02
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURA NCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. N01W1THSTANDING ANY REQUIR
I=EMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY
:PER
.:-TAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
TYPE OF INSURANCE POLICY NUMBER
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUriCE DY} BY PA IDrf CLJvAWIMS.Y} LIMITS INSR LTR
GENERAL LIABILITY A ZHDI\041664 EACHOCCURRENCE '7/01/2014 1/0' /201S Sl 000 000
?: :5MERCIAL GENERAL LIABILITY PREM ES(E!!!£!L Sl, JOO 000
- CLAIMS-MADE GJ OCCUR MED EXP (Any one person) Sl5 000
.X £rQQu tL QITQl t d PERSONAL & AOV INJURY .!1, 000 000
1nQlyQed in n 8gg GENERAL AGGREGATE 5 2, 000,000 'L AGGREGATE LIMIT APPLIES
lx PER PRODUCTS ·GOMPKJP AGG
POLICY P,.§
Hs
",: lLOC s
BODIL Y INJURY (Per iiiCCidenl)AUTOS
- UTOS
COMBINED SINGLE LIMIT1\ AUTOMOBILE LIABILITY 1\WDI\33930500 p7/0112014 7/011<015 s , oo ,ooo
x Eill CIICCident s
BODILY INJURY (Per person) - ANY AUTO
ALL O'MIED A SCHEDULED s NON.OWNED HIRED AUTOS Pp?=2cAMAGE s- s
1\ UMBRELLA LIAS UHDI\041660 7/01/2014 7/0:/2015> X EACHOCCURRENCE X OCCUR -000
EXCESS LIAS CLAIMS-MADE AGGREGATE Sl,OOO,OOO
DED I I RETENTION$ s WORKERS COMPENSATION jOJ ·AND EMPLOYERS'LIABILITY ITF iJ1¥s YIN I ANY PROPRIETORJPARTNERJEXECUTIVE E L EACH ACCIDENT s OFACERIMEMBER EXCLUDED? NIA (MandatoryIn NH) E L DISEASE · EMPlOYEE If yes,describe under
EA S
DESCRIPTION OF OPERATIONS below E-L DISEASE· POLICY LIMIT s
I
Exhibit B -Certificate of Insurance Requirements
DESCRIPTION OF OPERATIONS I lOCATIONS I VEHICLES (Attach ACORD101,AdditionalRemarks Schedule,If more space is required) Idaho State! Boacd of ducat ion is .1.is ted as an Addtiiona1 nsured on Gener l Liability and Automobile Li .1bi1i +-.y foe the operations of Connectl.O:'!.s Acad,.my &. HISPIR£ Acadt:omics as a Charter school in Idaho as .requird by written co:'lt.act. executed ptiol: to an y , oss , but only for the J?E!l:fo ::nance of our insured ' s work as s tate d n the contrac t. Sexual Abuse/Mole.statlon coverage $1.000,000 .1ncluded.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DA TE THEREOF, NOTICE WILL BE DELVI ERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
42
DocuSign Envelope 10: 5D98F06B-B19C-4FD5-8299-46FAE172602D
Idaho Stale Board of Education Office of the State Board of EducationP.O. Box 83720 Boise, ID 83720
ACORD 25 (2010/05)
DSH 4 7993296
The ACORD name and logo are registered marks of ACORD
DocuSign Envelope ID: 5D98F06B-B19C-4FD5-8299-46FAE172602D
42
ACORD 25 (2010/05) The ACORD name and logo are registered marks of A CORD
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. NOTWTHSTANDING 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.
INSRL,T,
su POLICY EFF POLICY EXP R TYPE OFINSURANCE L POLICY NUMBER MM/DDIYYY Y MMOI DIYYYY LIMITS
1GE----
NE
RAL LIABILITY ZHD.L.,046:64 p7! 01/20" Jl/0:./20:.5 EACH OCCURRENCE 51 OJC OOJ
e-X-RENl ED3 ' MERCIAL GENERAL LIABILITY P
·-R'!_EM
!IS0_ES
Ea occurrerlCe 51 OJC OOJ
1---- CLAIMS-MADE W OCCUR MED EXP (Any one person) 515 JCO r-Q, t t>;:;,:;;!mRl- d PERSONAL & ADVINJURY 51 OJC OOJ
1---- 'nl ·ded i ::l Qer aQQ GENERAL AGGREGATE S2,0JC,OOJ
PRODUCTS.COMP/OP AGG n 'L AGGREnELI
:.&M
,:IT A
r;lS PER· s
POLICY X LOC 5
A r --A
xBUT
COM INED SINGLE LIMIT OMOBILE LIABIL ITY Ai·{).>"\3j9JO.:;.OJ IJ7!01/20:!.4 1::n;o:.12o:.s Ea accident s1 OJ C , OVJ
ANY AUTO BODLI Y INJURY (Per person) 5 t-- ALL O'IoiNED SCHEDULED BODLI Y INJURY (Per accident) 5 I-- AUTOS AUTOS NON-0\NNED PROPERTY DAMAGE 5 I--
HIRED AUTOS AUTOS Per accident
.r-!'.
.UMBRELLA LIAB M L.HD.U,04OCCUR
A 1 6GO 7/0l/20JII :)7/0' /20 5 EAC
EXCESS LIAB 5
H OCCURRENCE 51 OJC OOJ
CLAI MS-MADE AGGREGATE 51,0JC,OOJ
OED I IRETENTION s 5 WORKERSCOMPENSATION ANDEMPLOYERS' LIABILITY DY / N r f:'t11¥s IOJ·ANY PROPR ETOR/PARTNERJEXECUTIVE NI A E.L. EACH ACCIDENT sOFFICER/MEMBER EXCLUDED? (Mandatory m NH) E.L. DISEASE·EA EMPLOYEE S If yes,describe under DESCRIPTIONOF OPERATIONSbelow E.L. DISEASE·POLICY LIMIT 5
DESCRIPTION OF OPERATIONS ILOCATIONS I VEHICLES (Attach ACORD 101,Additi onalRemarks Schedule,if more space is required) lde:-.o :.;tate Board of l:;ducu-;::.cn i.:: li::::tcC: a:: n Addi.t i.onu:. _ n:;u=cd on Lcr:cru l ..,iility und Autonobi:.c _ iubi l ity f or the opc.rat: ion:: of Connect.:.on.:: i\cucicmy .&. 11\ ?l:U:: /;..::.:.dc:n.:..::c u.:: u Chu=-:.c.r .::ct.ool ir: 1::..:.ho 2.:J .requ ired by n=itt.cn cor. t.:.ct cx.ccut:cd prior to uny lo.::z , bu:: c:1ly for t:-.c oc.rfo.r:nuncc a:: ou= ..:.. nzl!=cci ''"' wo.rk .:.IJ .stated .::.n the contr uct. cx·.;<:l Ao-..wc/Ho:.cztut.:.cn ccvc..:ugc $1, C:)C , C;jC lr.cludcd.
ACORD® .....---'. CERTIFICATE OF LIABILITY INSURANCE I DATE(MMIOOIYYYYJ
06/?0/:'J .4
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDIT ONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the polci y, certain policies may require an endorsement. A statement on thsi certificate does not confer rights to the certifci ate holder in lieu of such endorsement(s).
CONTACT PRODUCER NAME: V.ar.3:1 & NcL nr.an .r...c;en<:-y-SBS , PHONE
0 service cf Seabury nd Smit, Inc. (AJC,No, Ext):8 8-5 J-l1 954 Ir.No): 21:J-7 37-3o84 E-MAIL 90 50 Colo:1nr.;:ie Eoulev rd , Sui-:e 400 ADDRESS: PO 3::;,x 659!:;20 INSURER(S) AFFORDING COVERAGE NAIC#t .S:m ,tl ntor.ic , TX 18265-9520 INSURER A: HAt\OVER NS:JRT..NCE CCV.PAt\Y 15 'A 0 ct io:1s Ec.:lc;:;.ti -.m , - INSURER B:
I S?:RE Acaderr.ics, Inc. :oo1
INSURERC: Fleet St ree t , 5th !ocr INSURER D:
B:tl-:..:..mor e , MD 21202INSURER E :
INSURER F:
CERTIFICATE HOLDER
ldaho Sta:.e -3ca ......d o f Fducatior o:fice of the Sta::.e 3ca:-d of .E:.:ducati-.:>r:. Pci.O
o. , Box
lf) 8377.0fl 7?.0
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.
43
DocuSign Envelope 10: 5098F06B-B19C-4FD5-8299-46FAE1726020
oom/2014
- HAUTOS
OCCUR CLAIMS-MADE
NON-OWNED
N JA
S" LIABILITY Yi N
D SCHEDULEDAUTOS
OS
UAB
B
RETENTION$'IlENSATtoN LDS4044084 (AOS)
RJPARTNERIEXECUTNE 0 PS-1044085 (1'10 R EXCLUDED?
AND EMPLOYER
ACORD• CERTIFICATE OF LIABILITY INSURANCE I DATE {MMJUDJYYYY)
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 ALTIER THE COVERAGE AFFORDED BY THE POLICEI S BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTIE A CONTIRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certfiic ate 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 certif cate holder in lieu of such endorsement(s).
PRODUCER CONTACT NAME:
Marsh USA. Inc 1166 Avenue ct the.hnericas I2"J. .E><" I·. No:New YOO<.NY 10036 E-MAIL
ADDRESS:
INSURER(SIAFF ORDING COllERAGE NAIC #
101712-WC-14-15 .,SURER A: SafetyNalionalCasuaHyC«p. 15105
INSURED INSURER B: Connections EdJcationLLC 1001Fleet street 51h Fir INSURER C: BaimoreM. D 21202 INSURER 0:
INSURER E :
INSURER F :
COVERAGES C ERTIFCI ATE NUMBER· NYC-006638656 04 REVISION NUMBER" O THIS IS TO CERTIFY THAT THE POUOES OF INSURANCE USTED BELON HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. Nmv..1THSTANDING ANY REQUI REMENT. TERM OR CONDITION OF ANY ODNTRACT OR OTHER DOCUMENT WTH RESPECT TO \M-ilCH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM S. EXCLUSIONS ANDCONDITIONS OF SUCH POLICIES. LIMTI S SHONN MAY HAVE BEEN REDUCED BY PAID CLAIMS
i TYPE OF INSURANCE I=' POLICY NUMBER "o - LIMITS
-GENERAL LIABLITY EACH OCCURRENCE $
- ==r ERCIAL GENERAL LIA BILITY I E ES'1f :nce $
- CLAMI S-MADE DOCCUR M ED EXP (A ny one person) $
- PERSONAL & ADV INJURY $
- GENERAL AGGREGATE $
41..AGGRn UMITAPnS PER: PRODUCTS - COMP/OPA GG $
POLICY l'r8r LOC $
-ANY AUTO H
BODILY INJURY (Per rson) $
-AUTot..iOBILE LIABILITY I (E cidert:UMH
$
-ALL OWNE BODILY INJURY (Per accdi ent) $ AUTOS
HRI ED AUT I PYZc7JNAMAut: $ $
-UMBREllA EACH OCCURRENCE $ EXCESS liA AGGREGATE $
OED I I $ A VVORKERS COII. 051.3112014 051.3112015 x IrIt.lNs I IOJ.\'A ANY PROPRIETO 051.3112014 051.3112015 EL EACHACCIDENT $ 1.000.000
OFFICERIMEI!tBE(Mandatory inNH) E.L.DISEASE- EA EMPLOYEE $ 1.000.000
§ rpr& b"FdPERATIONS behlw E.L DISEASE- POUCY UMIT $ 1.000.000
DESCRIPTION OF OPERATIONS /LOCATIONS / \I"EHICLES (Attach ACORD 101,Additoi nalRemarksSchedule, if more spaceis required)
EvrJence of COYerage
CERTIFICATE HOLDER
Idaho Slate Boardct Edlcation Officeof the Slate Board ct EdJcation PO Box83720 Bcxse1. 0 83720
CANCELLATION
SHOULD ANY OF 1lHE ABOVE DESCRIBED POLICEI S BE CANCELLED BEFORE 1lHE EXPRI ATION DATE 1lHEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITIH THE POLICY PROVSI IONS.
ACORD 25 (2010/05)
AUTHORIZED REPRESENTATM of Marsh USA Inc.
Steve RUisi / 3, © 1988-2010 ACORD CORPORATION. All nghts reserved.
The A CORD name and logo are registered marks of ACORD