MPUSD Contract

MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT (the Agreement) is made this 1st day of April 2012 (the Commencement Date) by and between Monterey Peninsula Unified School District, a California public school district (District) with offices located at 700 Pacific, Monterey, CA 93940 and Digital Schools California, LLC, a California limited liability company (DSC), with its business office located at 3 Quail Run Circle, Suite 102, Salinas, CA 93907.
RECITALS
A. DSC is in the business of providing a services-based detailed application called the Digital Schools Suite|Plus which integrates human resources, financial, business office and payroll data into a central, organized core repository (the Services) to provide a robust toolkit for measuring and managing District resources, providing financial and payroll capabilities, and managing District budgeting. B. District desires to subscribe with DSC by means of a Subscription Agreement (the Subscription Agreement), which is attached hereto and incorporated herein and herein referenced as the Subscription Agreement, in order to utilize some or all of the Services as more fully set forth herein. C. DSC has developed comprehensive financial and payroll functionality for use in the k-12 market. While the majority of the functionality of the Digital Schools Suite|Plus has been implemented in other California districts, certain portions of the financial and payroll functionality represent new development. This functionality has been launched and tested in another state, but District acknowledges that this functionality has not previously been launched in the state of California. As such, District agrees to work with DSC as a collaboration district, as defined below, to facilitate the launch of the new functionality. D. When fully executed, this Master Services Agreement and the attached Subscription Agreement shall supersede the terms of any prior Master Services Agreement(s) and/or Subscription Agreement(s) which the Company and the District have previously executed. NOW, THEREFORE, in consideration of the mutual promises and undertakings set forth in this Agreement, the parties, intending to be legally bound, hereby agree as follows. 1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1. a. Collaboration District shall refer to the Districts status as the first California site for the payroll/finance portions of the Digital Schools Suite|Plus. A Collaboration District will work with the Company to review, assess and test financial and payroll capabilities, as necessary, and validate and confirm functionality against California business practices and rules, providing guidance for state-specific configurations and development, as necessary. In recognition of its status, a Collaboration District shall receive pricing below market rate. Specific pricing is included in the Subscription Agreement.
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APPLICATION TERMS
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Accounts Payable refers to payables driven from vendor invoice, linked to PO; the ability to create single check/check batches for easy payables management; and the ability use existing check printing system. Accounts Receivable is the ability to manage cash receipts and deposits. Application shall mean the Digital Schools Suite|Plus version in existence as of the date hereof. Application Process refers to the order of a series of functions performed by the user, or as automated within the system, to ensure that a task is completed properly, e.g.: Status Change. Budget Management shall mean the Application component which allows for budget creation for all positions (filled and vacant), statutory benefits, health benefits and other employee and non-employee related information. Budgeting is defined as follows: Unlimited number of budget scenarios Automatically build payroll budget based on position control model Allows for unlimited account strings and number of elements Allows assignment of budget control by account categories Working in multiple years budgets simultaneously Business Process refers to an overall District process that is supported by one or more application processes, e.g.: Producing Payroll. Compensation shall mean an employees pay for services rendered in accordance to his or her Employment Contract or stipulated agreement for a specific assignment (which may be in an hourly, daily, monthly, annual or stipend form). Compensation Details shall mean the listing of all compensation-related information (i.e. Base Pay, Stipends, and other pay modifiers) linked to, and associated with, the job assignment(s). Component is a grouping of features that allows the user to perform an activity in the system. Configuration means any modification to the application that does not require application programming or redesign. Connection Client means a client/server based software program which provides secure access to applications and content. DS Access shall mean the secure web portal that provides employees with real time access to their specific information.
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DS Power is one of the core components of the Digital Schools Suite which tracks employee leave activity, creates substitute linkages to absent employees and/or authorized vacant positions, tracks all timesheet and payroll activities, manages operational workflow, manages electronic routing and authorization of extra work agreements and associated timesheet activity, as well as electronic routing and authorization of school business absences and related substitute timesheet funding. DS Reports is a web-based Application component providing a filter wizard enabling users to create any number of reports customized and formatted to their specific requirements. The Reports Wizard gives the user ability to select one or more parameters. DS Suite|Plus represents the fully integrated suite of Human Resources, Financial and Payroll functionalities, based on a distinctive, flexible and easy to use architecture. DS Support is DSCs support organization to respond to the needs and requests of the District as submitted by the District Implementation Manager and the Districts authorized resources. Routine support requests are submitted to DSC through the DS Support web portal. Emergency Contacts shall mean a listing of all Employees contact information in the event of emergency. Evaluations or Employment Evaluations shall mean a process used to evaluate the effectiveness of an employees work directive. Extra Work Agreements or EWA shall mean an approval from predefined authorizers for employees to work extra time, overtime, payment of stipends and compensatory time. Feature allows the user to perform a task by completing a series of functions, e.g. establishing a new employee in the system by entering demographic information. Fiscal Year shall mean the period beginning on July 1st and ending on June 30th of the following calendar year. FTE or Full Time Equivalent is the ratio of time expended in a part-time Position to that of a full-time Position. The ratio is derived by dividing the amount of time of employment required in the part-time Position by the amount of employed time required in a corresponding full-time Position. Function allows the user to add, modify or delete data that will be integral to performing a task in the system, e.g. the entry or change to an employee position. General Ledger is defined as follows: Manage and drill down into account code detail Meets Generally Accepted Accounting Principles (GAAP) Government Accounting Standards Board Compliant (GASB) Flexible ad-hoc GL reporting tool Allows for account categorization
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Allows view of multiple years or current fiscal. aa. Guidelines, Services, Policies and Procedures or Guidelines shall mean those guidelines and instructions, which govern Service-specific operating and performance requirements of DSC and the District as more fully set forth on Exhibit A attached to the Subscription Agreement and incorporated herein as Exhibit A Job Title means a specific duty, role or function in relation to an employee's work, and is typically associated with particular job descriptions and salary schedules. Journal Entries refers to the following: dd. ee. Automatically generated from payroll, purchasing, payables and cash receipts Track Actual, Encumbered and Pre-Encumbered Can reverse any manual entry System generated process reversals automatically posted to GL Reversals tied to the original entry to avoid duplicate-reversing entries
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Module is a stand-alone application that must be used with another application but is purchases separately. Payroll is defined as follows: Full integration between human resources and financial components ensure accuracy of net pay and general ledger postings User defined date and rules driven withholding Easy and perpetual access to payroll history Print or ACH Direct Deposit warrants Make manual overrides or pay adjustments Preview/multiple trial payrolls before final run Extensive data validation and auditing of payroll throughout the process Use existing check stock
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Pre-formatted Financials Reports refers to the following: Check Summary (pre list) Payroll Summary (pre list) Payroll Benefits Summary Check reports o Payroll Check o AP Check o Payroll AP Check PO Report (Printed PO) AP Warrant Report - Bill List For Board Approval Check Reconciliation Report Balance Sheet Report - Monthly Summary (All balance sheet accts by fund) Trial balance report - Assets, Liabilities, Expenditures, Revenues detail Federal Tax Returns Electronic Filing (Form 941)
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State Withholding Pension Reporting: STRs PERs will be in a format acceptable to submit reports and information to the County and State. Our goal is to meet State requirements Unemployment Security Report (UI-3/40), including annual IDES Filing Certification Form W-2 Forms 1099 Form Ad Hoc GL Report Tool gg. Position means a distinct version of a slot with particular attributes, which may differ from the attributes of the slot at another time, e.g. different employee, calendar, changed compensation details, etc. The Position is identified with a unique, systemgenerated numeric number, called the Position Control ID or PCID. It is also assigned an alphanumeric slot number, i.e. AA123. Associating a slot with different Positions allows for a history of the slot to be recorded. Position Control is a method of assigning, tracking and managing distinctive Positions throughout an organization for the purposes of maintaining hiring practices and budgetary documentation. Position Control Action (PCA) refers to the extended component that provides web access to site administrators and/or department managers to initiate personnel-related requests, and subsequent electronic routing of requests for authorization. Professional Growth tracks many details about the educational units accumulated by an employee for the purposes of maintaining certification and possible movement on a salary schedule. Purchasing refers to: Online requisitions from any authorized user Paperless and automated transactions from Requisition to PO to Receiving/Invoice to Check Pay employees directly without adding them as vendors Direct pay interface to manage purchasing without a PO ll. Receiving/Vendor Invoices refers to receipt of goods or services tied to POs and vendor invoices.
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mm. Release refers to an update the Application with enhancements and/or innovations for availability to all users. nn. Reports (Specified Mandated State and Federal Reports): In addition to the custom (ad hoc) reporting tool, Digital Schools Suite|Plus provides the district with the ability to produce pre-defined data extracts or preformatted reports necessary for the purpose of fulfilling specified state and federal reporting requirements. These specified data extracts and/or reports will provide the district with the data residing in the Digital Schools application, as managed and maintained by the District, to complete specified state or federally mandated reports (See Exhibit C for a list of specified reports). For the purposes of this definition, a mandated report shall be defined as a report which the
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state or federal government, or other agency to which the district maintains a legal reporting relationship, requires the district to submit at some regular interval and which requires information contained in the Digital Schools application. oo. Retro Pay shall mean the ability to integrate with DS Power to provide automated calculation and generation of payroll adjustments associated with retroactive salary changes. This component, part of the core Suite, reduces the time and effort involved in completing retroactive changes to employee compensation due to issues such as union negotiations, employee professional growth and eliminates the majority of manual changes. School Business Agreement or SBA means an approval from predefined authorizers for employees to attend a staff development activity. Security or Secure when used in conjunction with the Digital Schools Suite means that DS has applied specific security measures and procedures to protect the Districts personal, confidential and/or sensitive data, as further defined in Exhibit B, attached to the Subscription Agreement and incorporated herein as Exhibit B Service History is an Application feature that provides for historical tracking of Positions by employee for the purposes of collecting credits for seniority tracking. Service(s) shall mean those services more particularly described in Exhibit A attached to the Subscription Agreement. Subscription Agreement shall mean the agreement or agreements for specific Services on DSCs standard Subscription Agreement form(s), including attachments thereto. Each Subscription Agreement shall be issued and accepted by the parties in accordance with the provisions of this Agreement. Each Subscription Agreement shall contain specific provisions with respect to prices, features, descriptions of service, duration and other terms as appropriate. Substitute Assignments is an Application functionality which provides a method to designate one or more specific assignments for substitutes and/or employees, along with associated default pay rates. Vendor Management refers to the ability to i. ii. iii. iv. Manage an unlimited number of vendors Categorize vendors for ease of procurement Associate multiple addresses and contacts to one vendor Keep track of detailed information and history per vendor
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IMPLEMENTATION TERMS ww. Assessment means the evaluation of District data, business processes, policies and calculation methods. xx. Audit (client action - contractual responsibility) Evaluation of Data Conversion and Configuration results within the Digital Schools application.
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Change Management means a District top-down driven commitment to application implementation and to use by all District sites accompanied by written communication to all users, mandating use, and is a contractual requirement. Configuration means the setup of all District processes and business rules into the Application
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aaa. Data Collection means the identification and retrieval of all electronic data sources that shall be used to Import into and/or to configure the Application. It is the Districts responsibility to identify data to be collected and to ensure data accuracy and cleanliness. bbb. Data Conversion means the manipulation of imported data into the Application within a predefined and acceptable format. It Is the Districts responsibility to provide the data for import. ccc. Data Validation means the ability of the District to ensure the data is error fee and accurate and to provide data corrections. The District is to guarantee the integrity of the data. Failure to validate information in a timely manner results in additional client fees or the client being responsible for correcting the errors. ddd. District Implementation Manager is the District-appointed staff member responsible for coordinating all aspects of the application implementation activities and for coordinating activities associated with the application following implementation. Serves as the communications liaison and point of contact between District and DSC; serves as District team leader for the application; and is a contractual requirement. Serves as the lead resource for submitting requests for support to DS Support through its Support System. eee. Implementation is the process used to implement the Application. Implementation Launch date means the commencement of Implementation. fff. Implementation Team shall be a group consisting of selected District users, the District Implementation Manager and the Digital Schools Implementation Coordinator charged with overseeing the Implementation.
ggg. Import is the process of bringing outside data into the Application. hhh. Maintenance Status shall mean all support questions, issues or requests are sent to the DS Support desk. This occurs directly after Implementation is completed. iii. jjj. kkk. Milestone means a significant point in the implementation process. Operational Test and Evaluation means to demonstrate client ability to do routine and non-routine operational activities using the Application. Quality Assurance and/or Quality Control means the evaluation processes primarily after Data Conversion and Import into the Application.
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SCOPE AND STRUCTURE; ORDER OF PRECEDENCE.
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This Agreement and Exhibits establish general terms and conditions, which apply to Services, provided by DSC. Each Subscription Agreement issued and accepted hereunder shall be subject to all of the terms of this Agreement. In the event of conflict or inconsistency between the general provisions of this Agreement and those of the Subscription Agreement or the Service-specific portions of the Guidelines in Exhibit A and B, the conflict or inconsistency shall be resolved in the following order of precedence: first, in favor of the Subscription Agreement, next in favor of the Guidelines, and last in favor of the provisions in this Agreement.
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TERM. This Agreement shall begin on the Commencement Date and shall continue until the Subscription Expiration Date shown on the last Subscription Agreement issued and accepted hereunder (the Term) provided, however, in the event that: a. District is not then in default and District elects to automatically renew the Agreement at DSCs then current prices for successive three (3) years, District shall give written notice to DSC at least sixty (60) days prior to the end of the then current Term of its election to automatically renew the Agreement, On the Subscription Expiration Date, the parties are in active discussions for additional services under one or more Subscription Agreements, the Term shall extend for an additional period as may be reasonably necessary for the parties to conclude their discussions and execute an implementing Subscription Agreement, but in no event longer than three (3) months. Notwithstanding, any provision herein to the contrary, if for any fiscal year of this agreement, the governing board of the district fails to appropriate or allocate funds for the future periodic payments under the agreement after exercising all possible efforts to do so, the district may upon (90 days notice, order DSC to cease work under this Agreement, and all then applicable subsequent subscription agreements shall terminate following these provisions: i. The District will be obligated to pay the full amount owed for the calendar year to DSC in recognition that DSC budgets against expected revenue. ii. The district will remain obligated to pay for the work already performed but shall not be obligated to pay the balance remaining unpaid beyond the calendar period for which funds have been appropriated or allocated and for which the work has not been done.
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SERVICES All Subscription Agreements and Services provided hereunder shall be subject to the provisions of this Agreement and all Exhibits and attachments. FEES AND PAYMENTS Setup and all other non-recurring fees, additional fees and recurring fees for the Services shall be set forth in the Subscription Agreement. Setup fees are not applicable to renewal contracts. a. Implementation Fees (Implementation Fees) pertain to the implementation of the Digital Schools Suite and are only applicable to renewal Subscription Agreements for those Districts who have not completed the Digital Schools Suite implementation on the date set forth in the District Subscription Agreement.
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b. Recurring Fees: The billing periods correspond to the payment period elected by the District. The Services are billed approximately one (1) month in advance of each service quarter as more fully described in Paragraph 5(d) below. All fees are payable for the duration of the Term, regardless of whether District actually uses the Services. District may elect to pay the recurring fees annually in advance. District shall submit to DSC approved purchase order(s) for the current Fiscal Year for each applicable Subscription Agreement, and submit additional purchase orders by August 1st of subsequent Fiscal Years for each applicable Subscription Agreement for the duration of the Term. c. Taxes and Other Fees. Prices established in this Agreement and the applicable Subscription Agreement(s) are exclusive of taxes and other fees which may be imposed on DSC or District for the provision or use of the Services. District shall pay such taxes and other fees. Tax exempt status shall be granted to District upon presentation of a satisfactory certificate of exemption. d. Non-Recurring Fees. A onetime non-recurring Setup Fee shall be due from District within ten (10) days from the Commencement Date of this Agreement or the signing of the applicable District Subscription Agreement, whichever is sooner. This Setup Fee also pertains to Districts who have lapsed their MSA and Subscription agreement and reinstate the application per the terms of the Subscription Agreement and to Districts new to the Digital Schools Suite e. Additional Fees. DSC shall invoice any and all additional fees separately. District shall issue new Purchase Orders for any additional fees. i. In the event District adds or decreases FTEs as shown in the applicable Subscription Agreement during the Term, District shall pay an additional/reduced FTE monthly recurring fee (Additional FTE Rate) per FTE. An FTE count shall be taken as of the first Wednesday of each during the term hereof (which shall include filled and non-filled Positions) and such FTE count shall be used to determine the number of FTEs to be billed during the subsequent fiscal year commencing July 1st, and shall be billed for the balance of such fiscal year or until the end of the Term, whichever shall first occur. Expenses and hourly fees shall be charged during implementation or after implementation in the event that the Digital Schools Implementation Coordination schedules an implementation meeting with the District, and required personnel do not attend the meeting due to schedule changes or District conflicts. If an additional trip and meeting is required to accommodate these personnel, fees and expenses shall be charged. Districts are required to provide 24 hour cancellation notice as set forth in Exhibit A. After Implementation is complete, District shall pay, in addition to the nonrecurring fees detailed above, a non-recurring fee (Implementation Coordinator Visit Fee) as specified in the Subscription Agreement. Such visits are billed in arrears and due by the due date on the respective invoice, pursuant to Section 5(f) of this Agreement. In the event District requests DSC assistance in the Configuration of user workstations, Internet connections and networks, District shall submit to DSC
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approved open purchase order(s) and shall pay for such services , in addition to the non-recurring fees above: 1. 2. a non-recurring fee (the Network/Systems Support Rate) per hour, plus a non-recurring fee (the Network/Systems Support Visit Fee) per visit.
Such network and systems support services shall be at the rates set forth in the Subscription Agreement and are billed in arrears and due by the due date on the respective invoice, which shall be pursuant to Section 5(f) of this Agreement. v. In the event District requests DSC assistance in re-installing a previously installed User Account as defined in Exhibit A as a result of a new computer, new hard drive or any other user desktop changes, District shall pay a nonrecurring fee (Re-Installation Setup Fee) per User Account, in addition to the non-recurring fees above as specified in the Subscription Agreement. Such fees are billed in arrears and due by the due date on the respective invoice.
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Invoicing and Payment. Billing shall commence for each Service on the Commencement Date of this Agreement or the signing of the applicable Subscription Agreement, whichever is sooner. Invoices for Services shall be mailed during the first week of the month preceding the month of Services. District shall pay all amounts owed under each Subscription Agreement by the first (1st) day of each month, shown as the due date on each invoice (Due Date), and no later than ten (10) calendar days after that Due Date. An amount is considered delinquent if not paid on or by the tenth (10th) calendar day after the Due Date. Other than for payments properly disputed by District in good faith, as set forth in Section 4f, DSC reserves the right to charge interest on delinquent amounts at one and one half percent (1.5%) per month (Late Fee). The Late Fee shall be assessed on the eleventh (11th) calendar day of the month for which payment is due and every first (1st) day of subsequent months until District has paid outstanding balance in full.
g. Disputed Payments. In the event District in good faith disputes any fees invoiced by DSC, District shall notify DSC in writing of any such disputed amounts on or before the Due Date, identifying in reasonable detail its reasons for the dispute and the nature and amount of the dispute. All amounts not timely and appropriately disputed shall be deemed final and not be subject to further dispute. DSC shall review the amounts in dispute within thirty (30) business days after its receipt of such notice and notify District of its findings. The following provisions shall apply: i. ii. If DSC determines that District was billed in error, a credit for the amount billed incorrectly shall be made to the next invoice, or If DSC determines that the amount was billed correctly, District shall pay the amount by the Due Date of the next invoice.
h. Suspension or Termination of the Services. If payment in full for Services performed under any Subscription Agreement (other than for payments properly disputed by District in good faith) is not received by DSC on or before the Due Dates, DSC shall have the right, upon giving District thirty (30) days advance written notice, to suspend Services under that Subscription Agreement until such time as District has paid such fees in full, including any
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late fees. Following such payment, DSC shall reinstate the Services provided that District prepays two quarters of fees prior to reinstatement. Reinstatement fees shall apply according to the terms of the Subscription Agreement. Failure by District to pay for Services provided prior to Suspension within twenty (20) days after any suspension shall be deemed to constitute a termination of the Services under that Subscription Agreement. No cancellation or termination under this provision shall relieve District from its obligations to pay for Services under any Subscription Agreement not so canceled or terminated. In the event of reinstatement of Services, District shall pay the following fees as specified in the Subscription Agreement: i. 6. A non-recurring fee (Reinstatement Fee), as defined in Exhibit A attached to the Subscription Agreement, plus
INDEMNIFICATION Except to the extent attributable to the negligence or willful misconduct of DSC, its agents, representatives, subsidiaries, related entities, trustees, officers, directors, insurers, fiduciaries, agents, counsel and employees, District shall indemnify and hold DSC harmless from and against any and all loss, liability, damage and expense (including reasonable attorneys fees) arising out of any demand, claim, suit or judgment for damages to any property or injury to or death of any person which may arise out of or be caused by any act or omission of District. Except to the extent attributable to the negligence or willful misconduct of District, DSC shall indemnify and hold District harmless from and against any and all loss, liability, damage and expense (including reasonable attorneys fees) arising out of any demand, claim, suit or judgment for damages to any property or injury to or death of any person which may arise out of or be caused by any act or omission of DSC.
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TERMINATION Either party in accordance with the following may terminate this Agreement and any Subscription Agreement(s): Default. If either party is in breach of this Agreement or any Subscription Agreement, the other party shall give the breaching party thirty (30) days notice in writing of such breach. If the breach has not been cured to the non-breaching partys reasonable satisfaction within the thirty (30) day period, then the non-breaching party may terminate this Agreement or the applicable Subscription Agreement effective at the end of said thirty (30) day period without further notice to the breaching party. Notwithstanding the foregoing, failure of District to pay any undisputed amounts due under any Subscription Agreement shall be treated as set forth in Section 5.h above. Termination for breach of any Subscription Agreement pursuant to this Section shall not constitute or permit termination of this Agreement or any other Subscription Agreements not breached or affected by such breach, unless this Agreement has likewise been breached. a. Insolvency. This Agreement may be terminated for cause by either party in the event that the other party shall become insolvent; admits in writing its inability to pay its debts as they mature; or ceases to function as a going concern or to conduct its operations in the normal course of business. Remedies. In the event of termination for breach or cause, the non-breaching party shall have the right to pursue any or all remedies available to it at law or in equity.
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No termination pursuant to this Section as stipulated herein shall relieve either party of the obligations set forth in this Agreement, nor shall such termination relieve District of its obligations to pay due any pending charges for Services under this Agreement or any Subscription Agreement prior to such termination. 8. CONFIDENTIALITY
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"Confidential Information" shall mean any confidential information disclosed by DSC or any of its employees, agents, or representatives to the District, including but not limited to technology tools, software, marketing information, business information, financial information, technical information, data, discoveries, inventions, know-how, or intellectual property, in oral, written, graphic, machine recognizable, or sample form. Confidential Information also includes any summaries or analyses of Confidential Information prepared by the District. The District acknowledges that DSC has advised it that the Confidential Information is valuable, trade secret, proprietary, and confidential. The District agrees to retain the Confidential Information in strict confidence, and District shall not disclose the Confidential Information to any third party without the prior written consent of DSC. In addition, the District shall limit disclosure of the Confidential Information to employees, agents, or representatives who have a need to know the Confidential Information for the Limited Purpose (as that term is defined below), shall not copy the Confidential Information unless permitted by prior written authorization of DSC, shall not use the Confidential Information for any purpose other than in conjunction with this Agreement (Limited Purpose), shall not disassemble, decompile, or otherwise reverse engineer the Confidential Information and any inventions, processes, or products disclosed under this Agreement, and, in preventing disclosure of Confidential Information to third parties, shall use the same degree of care as for its own information of similar importance, but no less than reasonable care. Upon expiration or termination of this Agreement, whichever occurs earliest, the Districts right to use DSCs Confidential Information shall terminate automatically. The Parties right to use such Confidential Information in the future, if any, shall be as exclusively set forth in a separate definitive agreement between the Parties. The District shall require that all parties to whom Confidential Information will be disclosed review the terms of this Section 8 of this Agreement, shall require that its employees, agents, and representatives comply with the terms of this Agreement, and shall be responsible for all disclosures, copying, and uses of the Confidential Information by its employees, agents, and representatives (or any other third party to whom Confidential Information is disclosed by the District). Notwithstanding any other provisions of this Agreement, DSC acknowledges that Confidential Information shall not include any information which: i. Is or becomes publicly known through no wrongful act on the District's part; or
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Is already known (and such fact is demonstrated to the reasonable satisfaction of DSC) to the District at the time of disclosure; or Is rightfully received by the District from a third party without breach of this Agreement or a breach of any obligation of confidentiality by the third party; or Is explicitly approved for public release by prior written authorization by DSC; or Is required to be disclosed by the District to a court of competent jurisdiction or an appropriately empowered governmental agency.
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With respect to item (v), if the District is requested or required to disclose any Confidential Information, then the District will provide prompt written notice of such request or requirement to DSC so that DSC may seek a protective order or other appropriate remedy. The District agrees to use its best efforts to assist DSC to obtain a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, then the District will furnish only that portion of the Confidential Information which it is ordered to disclose and will exercise other reasonable efforts to obtain other assurance that confidential treatment will be accorded to the Confidential Information which is disclosed.
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The District agrees to return the Confidential Information, all copies (whether authorized or not), and all documents or items containing any portions of the Confidential Information, including, without limitation, any analyses, compilations, studies or other documents prepared by the District or any of its employees, agents, or representatives (including attorneys, accountants, and financial advisors) which contain or otherwise reflect the Confidential Information or any part thereof, upon a request from DSC to return the Confidential Information or upon expiration or termination of the Agreement, whichever occurs earlier. District shall promptly return all copies of the Confidential Information, in whatever form or media, to DSC or, at the direction of DSC, destroy same. District shall certify in writing to DSC such return or destruction within ten (10) days thereafter. Neither this Agreement nor the disclosure or receipt of Confidential Information shall constitute or imply any rights or patent license. District acknowledges and agrees that any invention, improvement, or discovery, whether patentable or not, conceived by District or any of its employees, agents, or representatives as a result of access to the Confidential Information shall be promptly, absolutely, and irrevocably assigned to DSC and shall be the sole and exclusive property of DSC. If DSC decides to prosecute an application for patent on any such invention, improvement, or discovery, then District shall furnish such assistance as DSC reasonably requests at DSCs expense. Unless otherwise provided for in this Agreement, DSC provides all Confidential Information to District AS IS. DSC SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES
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OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DSC is under no obligation to maintain, correct, update, change, modify, or otherwise support any such Confidential Information. In no event shall either Party be liable for indirect, incidental, consequential, special, punitive, or liquidated damages
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The obligations of confidentiality set forth hereunder shall survive expiration or any earlier termination of the Agreement for a period of ten (10) years thereafter.
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The District agrees that any breach of this Section 8 by the District or any of its employees, agents, or representatives will result in irreparable harm to DSC, that money damages will not be a sufficient remedy for such a breach of this Agreement, and that DSC will be entitled to specific performance and injunctive relief for any such breach of this Agreement. Notwithstanding Section 16, DSC may file any action for breach of Section 8 in the appropriate California court and shall be relieved of its obligations under the Dispute / Arbitration Section 16 of this Agreement. Such remedies shall not be deemed to be the exclusive remedies, but shall be in addition to all other remedies available at law or in equity.
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Notwithstanding the above, the District may without penalty disclose Confidential Information if required by applicable law, including but not limited to the California Public Records Act (Government Code 6250, et seq.). District shall provide notice to DSC at least five days prior to disclosing any such information.
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9.
INTELLECTUAL PROPERTY RIGHTS & OWNERSHIP OF WORK PRODUCT a. Intellectual Property. Intellectual Property shall include but not be limited to Digital SchoolsTM, as it refers to the technology tools developed by DSC to support the Services and are property of DSC, all proprietary or confidential intellectual property rights, trade secrets, copyrights, patents, trade secrets, software, technology, processes, trade marks, trade names, service marks, license rights or other intellectual property rights or confidential or proprietary designs, processes or information (Intellectual Property). Intellectual Property Rights. Neither party shall use any Intellectual Property owned, licensed or used by the other party. Notwithstanding the foregoing, each party may use the other partys name and logo in any and all positive publication media, whether now known or hereafter developed (including Internet pages) for the sole purpose of listing one or more representative customers or vendors or to issue press releases (each, a Permitted Use). ). Permitted Use requires the party using the other partys name, logo to provide notification of the location of use and the opportunity to review the name & logo or other associated media prior to publication. Upon expiration or termination of this Agreement, or any affected Subscription Agreement, all Permitted Uses shall be discontinued, and any Intellectual Property, including all copies thereof, shall be returned to the other party. Each party hereby disclaims any right, title and interest in any Intellectual Property, owned, used or licensed by the other party. Ownership of Work Product. Any and all products of the Services performed by DSC, any Subcontractor of DSC and any of their employees under this Agreement, including but not limited to, all inventions, discoveries, formulas, processes, devices, methods, compositions, compilations, outlines, notes, reports, system plans, flow charts, source codes, and other forms of computer software, algorithms, procedures, policies, data, documentation, and other materials or information which DSC, any Subcontractor or any of their employees may conceive, invent, author, create, reduce to practice, construct, compile, develop, or improve in the course of performing the Services or otherwise delivered to the District as part of the Services (collectively, Work Product) shall remain the property of DSC. The term Work Product shall not include any ideas, designs, content, data, software, documentation, information or intellectual property provided or owned by the District and DSC shall have no intellectual property rights or any rights whatsoever in the Districts work product. Notwithstanding this provision, if the District provides any ideas or designs (Content) to the Services and to the extent such Content is embedded or integrated into DSCs products, Intellectual Property or Services, then all Content shall remain the property of DSC, and the District acknowledges that it will have no right to use such Content for any purpose other than for the Services or for the Districts internal purposes and not without DSCs written permission. Each party agrees to, and to cause its subcontractors and employees to execute and deliver to the other party, any and all documents, and to take such other actions that the other party may reasonably request to effect or confirm rights to each Party. The obligations of this Section Article shall survive any termination of this Agreement.
b.
c.
10.
FORCE MAJEURE Neither party shall have any claim or right against the other for any failure of or delay in performance by such other party if the failure or delay is caused by or the result of
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causes beyond the reasonable control of such other party, including but not limited to, acts of God, fire, flood, hurricane, or other natural catastrophes, terrorist actions, laws, orders, policies, regulations, directions or actions of governmental authorities having jurisdiction over the subject matter hereof; or any civil or military authority, national emergency, insurrection, riot or war; inability to obtain circuits or equipment, material or other supplies, telecommunications infrastructure, viruses, Internet hackers, denial of service attacks, actions and omissions of third parties, default of or failure to perform by subcontractors, or other similar occurrence beyond the control and without the fault or negligence of the affected party. Any such delay or failure shall suspend the affected Subscription Agreement until the delay or failure ceases, and the Subscription Agreement shall be deemed extended accordingly. Notwithstanding the foregoing, if the excusable delay exceeds sixty (60) days, either party may terminate any affected Subscription Agreement immediately upon written notice.
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11.
REMOTE HOSTING and E MAIL a. DSC shall provide the Services on Remotely Hosted Servers as described in the Guidelines for the Term of this Agreement. b. At the sole discretion of DSC all District data may be stored on one or more of the Remotely Hosted Servers. Backup copies shall be maintained by DSC at secure remote locations. c. District must provide an email address for each DS Suite user to receive e mail notifications.
12.
NOTICES a. Notices and communications concerning this Agreement shall be addressed to: (note address if different from above) If to District: [Dan Albert] [700 Pacific Street Monterey California 93940] [831-645-1282] [dalbert@mpusd.k12.ca.us]
If to DSC: Digital Schools of California, LLC Attn: Sarah Beyne, CEO Address: 3 Quail Run Circle Suite 102 Salinas, CA 93907 Phone: 888-939-7799 Fax: 831-975-4211 E-mail: sarah@digital-schools.com Or at such other address as either party may designate to the other. b. Notices shall be sent by registered or certified US Mail, postage prepaid, or by commercial overnight delivery service, by facsimile, or electronic transmission (email), and shall be deemed delivered either on the date of return receipt acknowledgment (in the case of US Mail), or on the next day after the sending of the notice (in the case of facsimile, email or overnight delivery service). Notwithstanding the foregoing, in the event of facsimile or email notice, the confirming original must be sent by US Mail or overnight delivery service for notice to be deemed effective.
13.
DISCLAIMER OF WARRANTIES/WARRANTY a. District assumes total responsibility and risk for Districts use and its end users use of the services provided by DSC. District and its end users acknowledge that the Internet is
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accessible by persons who may attempt to breach the security of DSCs and/or Districts network facilities. DSC has no control over and expressly disclaims any liability or responsibility whatsoever for service interruptions attributable to Districts network, any District equipment failures, or any other such causes, and District and its end users access the services at their own risk. DSC makes no warranty that the Digital SchoolsTM application shall be error free or free from technical failure or interruption due to factors such as periodic system maintenance, scheduled or unscheduled, or that it is compatible with any particular hardware or software not specified by DSCs Installation and System Requirements. These factors may include errors associated with Districtcontrolled systems b. DSC warrants its DS Suite|Plus in accordance with our specific response to the RFP. This warranty will be valid upon commencement of the implementation schedule and shall expire upon the end of the implementation schedule or 18 months, whichever occurs first. EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR IN ANY SUBSCRIPTION AGREEMENT, THE SERVICES AND APPLICATION PROVIDED BY DSC ARE PROVIDED ON AN AS IS BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Advice or information given by authorized DSC personnel, and provided in writing specifically directed to District for its needs and interests and signed by the Chief Executive Officer (CEO) or Chief Technology Officer (CTO) shall create a warranty specific to such written advice or information.
c.
d.
14.
ASSIGNMENT Neither party may assign this Agreement or any Subscription Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or denied. Assignment within the meaning of this Section as stipulated herein shall not include any assignment by DSC to any financing source for collateral purposes or any transfer to any entity controlling, controlled by, or under common control with a party (hereafter collectively, Affiliate(s)), or any sale of all or substantially all of the assets of either party, or pursuant to any merger, reorganization or consolidation, provided that the transferee agrees to be bound by all of the terms and conditions of this Agreement and the Subscription Agreements. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its principles of conflict of laws. DISPUTES/ARBITRATION a. The parties agree to attempt to settle any dispute arising out of this Agreement or any Subscription Agreements through consultation and negotiation in good faith and in the spirit of mutual cooperation. Accordingly, if the parties have a dispute, the parties agree to meet to try to resolve the dispute within fourteen (14) days after one party delivers a written request for a meeting to the other party. If after such meeting, the parties have not succeeded in negotiating a resolution of the dispute within a reasonable time, then either party may commence arbitration as provided herein by delivering a written demand for arbitration to the other party, except as is otherwise expressly provided in this Agreement.
15. 16.
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b.
If either party commences arbitration in the manner described above, the dispute shall be referred to one (1) independent arbitrator familiar with the software and eCommerce industry. The parties shall mutually select an arbitrator. If the parties are unable to agree upon an arbitrator within fourteen (14) days after the written demand for arbitration is delivered, the parties shall request the American Arbitration Association to appoint an arbitrator familiar with the software and eCommerce industry. Such arbitration shall be held in a venue of equal distance from each partys location. The arbitrator's decision shall be final and legally binding and judgment may be entered thereon. Each party shall be responsible for its share of the arbitration fees. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator's award, or fails to comply with the arbitrator's award, the other party is entitled to costs of suit, including a reasonable attorney's fee for having to compel arbitration or defend or enforce the award.
c.
17.
INDEPENDENT CONTRACTOR. In performing the services herein specified, DSC and its employees are acting as an independent contractor. It is understood that DSC employees shall not be deemed employees or agents of the District and DSC shall be responsible for all of its employees compensation, including salary, tax withholding and other contributions arising from an employment relationship, including but not limited to FICA, federal personal income tax, state personal income tax, state disability tax. DSC and its employees shall not be entitled to any of the rights and privileges established for the employees of the District, including but not limited to: vacations and vacation pay, sick leave with pay, paid holidays, life, accident or health insurance, participation in retirement programs provided by the State of Illinois or the District, or severance pay upon termination of this Agreement. EQUAL OPPORTUNITY. The parties agree that neither will discriminate in the performance of this Agreement against any individual on the basis of age, sex, ancestry, race, color, religious belief, national origin, marital status, disability, military status, sexual orientation, unfavorable discharge from military service or any other classification protected by federal, State or local law. GENERAL PROVISIONS a. Each party has full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement and to execute it and any Subscription Agreements or other attachments hereto on behalf of such party and any of its Affiliates. The relationship of the parties hereunder shall always and only be that of independent contractors. No provision of this Agreement shall be construed to create a joint venture or partnership between the parties. In the event any provision in this Agreement shall be held invalid, illegal or unenforceable, the unaffected provisions shall remain in full force and effect.
18.
19.
b.
c.
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d.
This Agreement and its Exhibits, the Guidelines, the Subscription Agreement(s) and attachments constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede any and all prior or contemporaneous agreements, written or oral. This Agreement and any Subscription Agreement may be modified at any time only by written agreement of the parties. The Guidelines may be modified unilaterally by DSC, provided that: i. ii. no modification(s) shall adversely impact Districts rights and obligations thereunder, and District shall be provided with notice and copies of any such modifications.
e. f.
No waiver of any breach of this Agreement or any Subscription Agreement shall be deemed to be a waiver of any other or subsequent breach. Each party agrees that the delivery by facsimile or via the internet in PDF format of signed copies of this Agreement and any Subscription Agreements issued hereunder shall have the same force and effect as delivery of original signatures and that each party may use such facsimile/PDF format signatures as evidence of the execution and delivery of the Agreement and Subscription Agreements to the same extent that an original signature could be used. District shall forward to DSC the original executed versions in each case as soon as reasonably practicable.
*** IN WITNESS WHEREOF, the parties have caused this Master Services Agreement to be executed and delivered by their duly authorized officials as of the date set forth below. DISTRICT: MONTEREY PENINSULA UNIFIED SCHOOL DISTRICT, a California public school district By: Print Name: Title: Date: DSC: DIGITAL SCHOOLS OF CALIFORNIA, LLC a California limited liability company By: Print Name: Title: Date:
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SUBSCRIPTION AGREEMENT
District: Monterey Peninsula Unified School District Subscription Start Date: January 1, 2012 Subscription Expiration Date: December 31, 2014 Agreement Type Initial Subscription Start Date 4/1/12 Subscription Expiration Date 3/31/17
Services Digital Schools Suite|PlusTM
Term 5 years
$25,000
Annual Fees Are Subject to FTE adjustment as indicated below
FTE Count
4/1/12-3/31/13 4/1/13-3/31/14 4/1/14-3/31/15 4/1/15-3/31/16 4/1/16-3/31/17 1170 1170 1170 1170 1170
FTE Rate/ Month2

$7.04 $7.04 $7.04 $7.50 $7.50
Monthly Rate
$8,236.80 $8,236.80 $8,236.80 $8,775.00 $8,775.00
Quarterly Payments
$24,710.40 $24,710.40 $24,710.40 $26,325.00 $26,325.00
12 month Payment Amount

$98,841.60 $98,841.60 $98,841.60 $105,300.00 $105,330.00
NOTE: Rates quoted herein are effective for 90 days. After 90 days the rates are subject to change.
1
FTE count reflects the most recently available data from the Digital Schools Suite; actual FTE billed will differ based on the results of the next annual census of FTE data, to be conducted the first Wednesday in October. 2 FTE Rate reflects the Districts current rate for the Digital School Suite plus an additional $0.50 per FTE per month for the financial/payroll functionality of the Digital Schools Suite|Plus. Payment Requirements: Monthly payers: Set up fee and payment for first month due at time of contract signing. All subsequent billing is 30 days in advance of the services to be rendered. Quarterly payers: Set up fee and payment for first three months due at time of contract signing. All subsequent billing is 30 days in advance of the services to be rendered. ADJUSTMENTS: FTE Adjustment: The recurring fees as specified above are based on the total Full Time Equivalents (FTE) for all employees determined as of the first Wednesday in October of each year during the term
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of the Subscription Agreement. If there is an increase or decrease in the number of FTEs, such additional amounts shall be added or reduced to the recurring fees as of July 1st of the following calendar year. Note: For new implementations, an additional FTE count shall be conducted on the first day of the sixth month following implementation kickoff. If there is an increase or decrease from the FTE count listed in this contract, such additional FTE shall be added to or subtracted from the recurring fees as of the following month. Additional fees, where applicable, as described in the Master Services Agreement: Training: During implementation, any personnel the District desires to have trained who do not attend scheduled and mutually upon training(s), will be trained against full rates set forth herein if training is rescheduled and Digital Schools personnel are required to conduct additional training. If training is cancelled with less than 24 hours notice, the District will be liable for fees associated with travel. If training is cancelled, or personnel to be trained are not available, when the Implementation Coordinator from Digital Schools arrives at the District, the District will be charged for travel fees and for all subsequent training of these personnel. Post-Implementation Training: Digital Schools provides an array of on-line training, fee based user conferences, F1 Online Help, and a sophisticated DS Support system. The Districts Implementation Manager is responsible for training new hires. Digital Schools will conduct onsite training, if requested, on a fee-basis; on-line training is conducted at no charge. Data Import: Digital Schools agrees to complete the initial import of District data at no charge to the District. However, a flat $12,000 re-import fee will be charged for any subsequent re-import of all data that may be required due District personnel not maintaining data or not appropriately using the application. Digital Schools is responsible for data import during implementation; District is responsible for providing accurate data in electronic format. Data Validation: Per implementation definitions, it is the responsibility of the District to ensure the data is error fee and accurate and to provide data corrections. The District is to guarantee the integrity of the data. Failure to validate information in a timely manner results in additional client fees or the client being responsible for correcting the errors against specified timelines. Programming or Redesign: Digital Schools accommodates the majority of configurations required or requested during the initial implementation (see Configuration definition). Clients requesting enhancements or redesign during or after implementation will provide a list of requirements. Digital Schools will provide a Scope of Work and Fees to accommodate the request. Not all enhancements or redesigns will be accommodated for example, if the request is viewed to not represent best practices; if it is desired rather than required for efficient operations; or if development time is not available. Enhancements that are essential for the Districts operations will be accommodated on a fee basis and according to development time and schedule. Reinstatement Fee: $15,000.00
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Termination Labor Rate: $125.00 per hour Implementation Coordinator Visit Fee: $175/hour ($1,400/day) + travel time and travel and lodging expenses (where required) following implementation OR during implementation if resources required for implementation do not attend due to district conflicts and notification is not provided 24 hours in advance of travel. Development Time - $225.00 to $275.00 per hour and per person (against an agreed upon Scope of Work and approved work order) Client Services Manager - $175/hour ($1,400/day) + travel time and travel and lodging expenses (where required) Manager Support - $175.00/hour Staff Support $175.00/hour in excess of five (5) hours per month Systems Manager (IT Time) - $175/hour as needed Custom Reports - $175/hour of Development Time
Any component required after Implementation shall be fee based at negotiated rates. **** The prices in this Subscription Agreement supersede any previous prices under prior Subscription Agreements, or any previously submitted or stated price quotations. This Subscription Agreement is subject to and governed by the terms and conditions of the Master Services Agreement, Including all Exhibits and Attachments thereto executed and in effect between the parties. District hereby orders from Digital Schools of California, LLC the specific services and equipment listed and on the attachments hereto, and DSC hereby accepts such subscription in accordance with the terms herein. IN WITNESS WHEREOF, the parties have caused this Subscription Agreement to be executed and delivered by their duly authorized officials as of the date set forth below.
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DISTRICT: MONTEREY PENINSULA UNIFIED SCHOOL DISTRICT, a California public school district By: Print Name: Title: Date:
DSC: DIGITAL SCHOOLS of CALIFORNIA, LLC, a California limited liability company By: Print Name: Title: Date:
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EXHIBIT A GUIDELINES, SERVICES, POLICIES AND PROCEDURES

1. SERVICES 1.1. The system referred to as Digital Schools consists of the application and technology tools designed to support the contracted services. The Services include implementation and support of any and all aspects of personnel, payroll and budgeting systems. The application features covered under the Services shall include the following Digital Schools components:
Digital School Suite Human Resource View Employee Information View employees personal information, classification, employment status, hire date and retirement system.
Position Control Track district Positions by identification number and Job Title.
Job Assignments Individual employee job assignments containing site/location, FTE, work calendars and funding accounts.
Compensation Details Post employees step/column placement on salary schedule and attach special compensation such as stipends and/or longevity pay.
Credentials/Certificates Track credentialing information using IL Educators Certification System (ECS) lookup values.
No Child Left Behind Document NCLB highly qualified teacher compliance.
Professional Growth Tracking of educational course information by employee.
Emergency Contacts View employees emergency contact information.
Health and Welfare Benefits Post employee health benefits including plan, policy and associated premiums.
Evaluations Track employee evaluation dates and outcomes.
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Substitute Assignments Record various Substitute Assignments, each with their respective effective and inactive dates, and associate the rate of pay for each assignment.
Service History Notes Post employee related notes or alerts. Historical accounting of all previous job assignment history and associated service credit tracking.
DS Power View Attendance Tracking Transactional history of all leave by attendance period.
Leave Balance Accounts View employee leave balances such as sick leave, vacation and personal necessity.
Substitute Transactions Accounting of substitute work and associated pay.
School Business Agreements Authorize and post all employee leave associated with conference or other professional development.
Extra Work Agreements Authorize and post employee extra pay, overtime and stipend compensation.
Payroll Manager Manage all compensation related transactions by pay period.
Business Office View Budget Manager Budget creation and management for all positions, statutory/health benefits and other employee and non-employee related information.
DS Reports View Comprehensive array of pre-formatted, date-driven reports, all with optional filters that can be applied to select the data required.
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Comprehensive options for running pre-formatted Export Reports, with similar optional filtering, to extract data for off-line analysis or other use. DS Reports is a very flexible, web-based component that allows users to create ad hoc custom reports, with options for exporting and printing. These report layouts can also be saved by the user for future use. DS Support View User Support Tickets Finance View General Ledger Meets Generally Accepted Accounting Principles (GAAP) Government Accounting Standards Board Compliant (GASB) Configurable account code structure to meet district/state requirements Meets IL Requirements for Accounting, Budgeting, Financial Reporting, and Auditing Trial balance and balance sheet reporting Flexible ad-hoc GL reporting tool Allows for account categorization Generate and respond to support tickets (based on security setting) Upload data files for import Search and view all user support tickets Generate summary reports
Knowledge Base Searchable list of knowledge base articles and solutions View and download training materials
Journal Entries Meets Generally Accepted Accounting Principles (GAAP) Government Accounting Standards Board Compliant (GASB) Configurable account code structure to meet district/state requirements Trial balance and balance sheet reporting Flexible ad-hoc GL reporting tool Allows for account categorization
Budgeting Unlimited number of budget scenarios
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Banking Payroll
Automatically build personnel budget based on position control model Allows for unlimited account strings and number of elements Can work in multiple fiscal years simultaneously
Manual Check Reconciliation
Vendor Management Manage an unlimited number of vendors Categorize vendors for ease of procurement Associate multiple addresses and contacts to one vendor Vendors tied to transactional detail and history
Purchasing Online requisitions from any authorized user Paperless and automated transactions and authorizations from Requisition to PO to Receiving/Invoice to Check Pay employees directly without adding them as vendors Direct pay interface to manage purchasing without a PO Electronic Authorizations
Receiving/Vendor Invoices Online receipt of goods by any authorized user Receipt of goods or services tied to POs and vendor invoices
Accounts Payable Payables driven from vendor invoice, linked to PO Elimination of duplicate vendor payments Create single check or check batches for easy payables management Use existing check printing system
Accounts Receivable Manage cash receipts and deposits
Full integration between human resources and financial components ensure accuracy of net pay and general ledger postings User defined date and district specific rules driven withholdings Easy and perpetual access to payroll history
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Print or ACH Direct Deposit warrants Manual overrides or pay adjustments Preview of multiple trial payrolls before final run Extensive data validation and auditing of payroll throughout the process Preloaded/annually updated federal and state tax tables Use existing check stock State Specific Configurations: State Tax Tables Regular and Alternate Retirement Systems State Disability State Unemployment Insurance Workers Compensation Insurance
DS Access View DS Access is the secure web portal that provides employees with real-time access to specific personal information, as determined by key District Office staff. View-only employee data can include: Personal information (name, address, phone number(s), e-mail) Action Due data Compensation data (salary placement, stipends, etc.) Credentials (if applicable) NCLB data (if applicable) Evaluation Dates Benefits and Deductions Extra Work Agreements Professional Growth data Leave Account data, including balances, entitlements, and detailed leave activity Emergency contact info
Editable employee data, if allowed by the District, can include: Emergency Contact information
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The system is hosted at our secure data center. All the security, data backups, and after Implementation completion, up to five (5) hours per month of user support calls and system monitoring are included in the fees under the Master Service Agreement or applicable Subscription Agreement. DSC shall directly monitor and maintain all servers and Internet activities. District must provide and maintain adequate Internet connectivity to the Digital Schools server from the user workstations. (See Exhibit B) 1.2. All services shall be performed as required by DSC assigned personnel. A high level of collaboration and close communication is expected to meet the implied expectations of both the District and DSC. DSC shall work closely with senior district administrators in Human Resources, Payroll, Business Office and the sites to successfully implement and support the Digital Schools application. Because each district has special business rules and transactional activities that differ from other districts, DSC shall be granted flexibility in the Implementation process. The services are provided following the implementation process of DSC. Implementation, by contract, is to be completed (a) within an eight (8) month period of time or (b) prior to the expenditure of 275 hours of time by the Implementation Coordinator (the Implementation Completion Time). The time frame for implementation begins on the date of the initial implementation meetings and assessment. Implementations extending beyond eight (8) months due to District resource availability issues or associated District timing issues shall be billed on an hourly basis as set forth herein. (Implementation process is described in Section 4.4 below).
1.3.
1.4.
2. APPLICATION REVISIONS AND RELEASES Digital SchoolsTM upgrades, new features, and technical fixes are categorized as follows: 2.1. Configurations which are requested functionalities specific to a districts business rules and transactions and/or general application features applicable to all districts and essential to the ability to accurately process gross payroll calculations. Configuration requests must be submitted through DS Support. Configuration requests shall be responded to according to the protocols for DS Support. Enhancements which are requested by a District that may or may not be applicable to other districts may be submitted to DSC through DS Support by the District. Consideration of the enhancement shall be given. If, after evaluation, DSC believes the enhancement could be worthwhile, it will be embarked upon as a separate project, under a specific scope of work and pricing plan to be billed to the District upon approval of the project. Releases refer to new functionality. The functionality may be either directly associated with the core Digital Schools Suite or it may be a separately priced component (e.g. DS POST+RTO). Releases associated with the core functionality are provided after testing and evaluation and are included in current pricing for all subscribers to Digital Schools Suite. DSC provides releases according to schedule. Releases not associated with the core functionality are offered to subscribing Districts on separate contracts, implementation schedules and fee agreements.
2.2.
2.3.
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3. EXCLUSIONS 3.1. DSC neither provides changes nor accommodates requests that shall create modifications to the functionality and features of the core Digital Schools application, nor shall DSC comply with design changes or enhancements that are inconsistent with database development best practices DSC has developed and is in the process of developing many add-on services and/or components that shall enhance the Digital Schools application and are or shall be available as components independent of the core Application. These add-on services and additional functionalities may be contracted with DSC apart from this Agreement.
3.2.
4. IMPLEMENTATION The Digital Schools Implementation Coordinator (IC) is responsible for the overall successful implementation of the Districts business processes, policies and personnel data into the Digital Schools Suite. The IC is responsible for preparing the Districts staff to effectively use the Application. The IC acts as the communications liaison between District and DSC. The District Application Manager (AM) is a District appointed staff member responsible for coordinating all District activities and responsibilities related to the successful implementation of the Digital Schools Suite. The District AM serves as the communications liaison between District and Digital Schools. It is recommended that the District AM have both a global view of all internal District operations and also serves as a District facilitator to ensure all implementation activities are accomplished within the timeframes set by the Implementation Team. The appointment of the District IM is a contractual requirement. The AM is the primary individual responsible for evaluating and submitting support requests to the DS Support system. 4.1. A group consisting of the District AM, selected District users and the Digital Schools Implementation Coordinator shall be formed for the purpose of Implementation Process oversight. The IC shall act as the facilitator for the purposes of discussing implementation process, timelines and any related issues essential to the successful set up of the Digital Schools Suite. The start date of the Implementation is set by DSC based on the timing of receipt of (a) the executed (i) Master Services Agreement and (ii) Subscription Agreement; and (b) the payment of the Set Up Fee; and in accordance with other implementations then in process; provided, however, if there are critical timing issues for the District, DSC shall make every reasonable effort to try to accommodate the needs. 4.2.1. Implementation Launch. Implementation begins by assembling a team of pertinent District personnel and DSCs designated IC, all of whom shall be responsible for all activities and communications during the Implementation. During the initial meeting DSC shall view the Implementation process, documentation requirements, and timelines. At this meeting, the District shall appoint a District AM(s) to coordinate staff and communications and discussion topics that ensure a successful Implementation. The District AM should have a comfort level working with all divisions involved in the application use (Payroll, Personnel, and Business).
4.2.
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4.2.2. Assessment and Evaluation. A thorough assessment of all District policies business rules and data sources is completed by the IC. This involves interviewing all applicable District staff, the evaluation of data sources, and the documentation of business rules. Timing for the phase is set forth in cooperation with the District. The timetable is concise in order to facilitate implementation. 4.2.3. Data Collection, Conversion and Configuration. All validated data and assessment information is uploaded into the Digital Schools system with careful attention to various configuration settings. The upload format is set forth by DSC in accord with best Information Technology Security practices. 4.2.4. Quality Control. Imported data and system configuration goes through a three step evaluation process to assure all District information and application settings are accurate and fully operational. 4.2.5. DSC Training. DSC staff is fully committed to provide comprehensive training methods to appropriate District personnel. Each training session includes a detailed look at the electronic transactional process of practices previously handled on paper. Following initial training, support is offered through our DS Support system with specific guidelines and troubleshooting guides. 4.2.6. Operational Test and Evaluation (OT&E). DSC analyzes the Digital Schools system to confirm all required business processes have been captured. 4.2.7. Implementation Completion means the formal process to close implementation and the formal signoff by the District of all implementation activities within a specified time period, as determined by the districts implementation plan. Completion within the designated timeframe is a contractual requirement. The Implementation process is concluded by providing the District with various methods of application support including access to DS Support, On-line help and options for user follow-up training. Upon Implementation Completion, District agrees to indicate its approval by executing an Implementation Completion Acceptance in the form provided by DSC. 4.3. DSC and the District may enter into an Addendum to this Agreement after the initial launch meeting which shall set forth in more detail an agreed upon Implementation Completion Timeline, among other requirements for implementation. The parties agree that, in the event Implementation is not completed within the Implementation Completion Time through no fault of DSC, the District shall pay the Implementation Coordinator Visit Fee as set forth in the Subscription Agreement for each hour of IC time incurred from and after the Implementation Completion Time until the Implementation process is completed
5. INSTALLATION AND SYSTEM REQUIREMENTS 6. INSTALLATION AND SYSTEM REQUIREMENTS DSC shall provide the necessary connection client files and installation instructions to the Districts IT Department. During Implementation, DSC shall assist in configuring the connection client for each user. PC desktops must be setup with Windows 7, Windows XP, or Windows Vista. In the case of Macintosh users, OS 10.3.9 or later is required. The Digital Schools client connection requires adequate network and Internet bandwidth in order to the deliver the application to the District. The
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Districts IT Department shall be provided with the information and files to install, reinstall, and configure any subsequent clients. Web applications require a web browser (Firefox, Chrome or Internet Explorer) and Adobe Flex. Digital Schools is in the process of converting all of our applications to browser-based web access. During this time, some applications are accessed using the 2X Client software provided by 2x Software (2x.com). The requirements for the 2X client are below. (Software updates for the newest versions of operating systems are readily available) 2x Client is approved for the following operating systems; Windows 2003, Windows XP, Windows Vista, Windows 7, Windows CE, Windows Embedded, and Mac 10.5x and above. 2x Client is also approved for the following 32-bit Linux systems: Ubuntu 8/4, Ubunta 8.10, Ubuntu 9.04, Ubuntu 9.10, OpenSuse 11.1, Fedora Core 9, Fedora Core 11, CentOs 5.2, VectorLinux 6.0.
REMOTE HOSTED SERVER 5.1. The hosted server, security, backups and administration located at our Internet service provider center include the following: 5.1.1.Application servers 5.1.2.Microsoft SQL Servers 5.1.3.Web servers 5.2. Four levels of data security: 5.2.1.Firewall equipment 5.2.2.All remote client connections secured with SSL 5.2.3.Secure and protected data connections 5.2.4.Password based authentication to control user permissions 5.3. Redundant data backup and disaster recovery plans: 5.3.1. Incremental backups are performed every fifteen (15) minutes, and are stored on a separate server onsite 5.3.2.All data and application files are mirrored daily to an off-site backup facility MILESTONES Key Digital Schools Implementation Milestones include: 6.1. 6.2. 6.3. 6.4. 6.5. Implementation Launch Assessment and Evaluation Data Collection, Conversion and Configuration Quality Control and Assurance Client Training
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6.6. 6.7.
Operational Test and Evaluation Implementation Completion
7. USER TRAINING After Implementation is completed, DSC shall provide: 7.1. 7.2. 7.3. 7.4. On Line Specific Training: Five (5) hours per year of remote online training at no fee On Site Training During Implementation: no fee On Site Training After Implementation: Provided on a per day fee basis with travel and per diem expenses extra as set forth Exhibit A. Training for turnover or new staff: Generally the Districts Implementation Coordinator handles training to respond to this need. If support is needed see 8.1 and 8.3 of this Exhibit A.
8. SUPPORT Application and user support is provided with the options below: 8.1. Following Implementation, training is provided as follows: 8.1.1. DS Support Knowledgebase 8.1.2. Scheduled DS Suite Summer School remote training sessions (reservation only as capacity is limited to nine attendees per session. 8.1.3. On site training on a fee basis 8.2. DS Support is provided to allow all users to submit requests, make recommendations and ask questions 24 hours/day, 7 days/week. (DS Support is available 24/7 but not staffed 24/7.) DS Support utilizes a DS Support System allowing submission of electronic requests by the designated IM contact or contacts at each district 8.2.1. Support requests submission limited to a specified number of users depending on the size of the District. 8.2.2. IM is the primary contact or contacts for DS Support system submission. 8.3. 8.4. After hours emergency number shall be provided for use only to report services disruption. Change Requests Changes or modifications to the core functionality as stated in this Agreement. All change requests must be submitted through DS Support and must be evaluated by DSC Management and Development Team. Maintenance Status for DS Support shall commence at such time as District has completed Implementation. Following Implementation, DS Support shall be provided at no charge for up to five (5) hours in any month. After a District exceeds five (5) hours of DS Support in any month, DSC shall bill the District at the rate set forth in the Subscription Agreement.
8.5. 8.6.
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9. DISTRICT RESPONSIBILITIES In addition to requirements set forth in the MSA, and to emphasize certain significant requirements, the following is set forth: 9.1. District Superintendent and Associate/Assistant Superintendents shall communicate directly to all District personnel the requirement that data shall be input and maintained in the Digital Schools Suite. This is a contractual requirement in order to effectively manage change. District top management shall attend the launch meeting and support change management. Electronic District data files sent to DSC are to be sent only via secure SSL site. Communications to DSC are to be coordinated and managed through the District Implementation Manager. District requests for support are to follow DSC DS Support protocols. Implementation activities are scheduled with the District Implementation Coordinator who is required to be assigned to work with District personnel. Implementation training is set up according to mutually agreed schedule. Required District personnel are expected to attend, be trained, and participate. If sufficient personnel do not attend due to District or other schedule conflicts and if a repeat session or travel is required as a result, the District shall be separately billed by DSC for travel time as well as the Implementation Coordinators time at the above referenced rates. District must provide adequate notice of cancellation (24 hours) to avoid payment of these fees. At the conclusion of implementation, District shall provide written sign off that implementation and training has occurred according to the terms and conditions of the contract. The District shall: 9.8.1. Provide proper computers, equipment and configurations which are compatible with the Digital Schools applications. 9.8.2. Provide reliable network connectivity with adequate bandwidth to allow simultaneous access for the maximum number of expected users of the Digital Schools applications. 9.8.3. Ensure that firewall, anti-virus and anti-spam settings are compatible with Digital Schools systems and industry best practices. 9.8.4. Provide district IP addresses necessary for verifying employee presence at a district site for time and attendance tracking (DS POST+RTO). 9.8.5. Provide the necessary privileged account credentials for installation and operation of Digital Schools client software. 9.8.6. Install client applications required for and provided by Digital Schools. 9.8.7. Provide a real, valid, RFC-compliant, district email address for each employee requiring email communication from Digital Schools (email addresses at non-district addresses, especially personal addresses, are not acceptable). 9.8.8. Agree that notification emails from Digital Schools are transactional or relationship messages which are exempt from provisions of the CAN-SPAM Act.
9.2. 9.3. 9.4. 9.5. 9.6.
9.7. 9.8.
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9.8.9. White list all Digital Schools email sending addresses. 9.8.10. Assist fully in resolving email delivery issues. 9.9. District shall provide all needed data in an electronic Import Format and transfer protocol set forth by DSC. Data shall be provided against the schedule set forth by the Implementation Coordinator in conjunction with the District. Districts not providing required data as scheduled shall be at risk for missed deadlines (including the ability to complete implementation on time) and for corollary fees.
9.10. District shall designate a point of contact and District IM to convey support requests to DSC and to coordinate and facilitate requests and responses internally. 9.11. District shall manage the change process internally including issuing a communication to all personnel and sites from top management that the application shall be uniformly used and implemented as the repository for all resource-related data and the management and measurement of such data and that personnel are required to use the application. 9.12. District shall arrange for sufficient meeting space/rooms and other equipment that may be needed by the Implementation Coordinator during the implementation process. 9.13. District shall comply with security requirements and good practices as defined in Exhibit B. 10. SUBSCRIPTION RATES 10.1. The recurring fees (as referenced in the Master Services Agreement and specified in the applicable Subscription Agreement) are based on the total Full Time Equivalents (FTE) for all employees and authorized open position determined as of the first Wednesday in October of each year during the term of the Subscription Agreement. If there is an increase or decrease in the number of FTEs, such additional amounts shall be added or subtracted to the recurring fees as of July 1st of the following fiscal year. 10.2. The subscription period for Digital SchoolsTM begins on the Subscription Start Date shown on the applicable Subscription Agreement and continues for the duration of the Term as defined in the Master Services Agreement. The services are billed one (1) month in advance. Payments are due by the first (1st) day of each calendar month, quarter or annually, as set by District. 11. TRANSFERENCE OF DATA At such time as the Agreement shall terminate, the District may request transference of the Districts raw data. Such data shall be delivered by DSC to the District in a secure format on digital media or secure internet file transfer as selected by DSC. DSC shall give reasonable assistance to the district personnel or a third party vendor in converting the data. The district shall be liable for the time and materials necessary for the conversion of all the data into requested formats, which shall be billed at a rate as described in the Subscription Agreement. Data shall not be delivered in a format that could disclose the Intellectual Property value or data structure of the Digital Schools application. 12. SYSTEM MAINTENANCE District acknowledges that, from time to time, DSC shall conduct periodic maintenance of its servers. DSC agrees to provide advanced notice for any maintenance that is necessary during business hours and shall use reasonable efforts to perform such maintenance during non-business hours. However, it
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should be understood by District that there could be down times which could occur during the Term of this Agreement due to emergencies or other matters outside the control of DSC. 13. DIGITAL SCHOOLS SUITE DATA MAINTENANCE/SECURITY PRACTICES and PROCEDURES See Exhibit B of the Master Services Agreement, attached hereto and incorporated herein
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EXHIBIT B: DIGITAL SCHOOLS SUITE DATA MAINTENANCE/ SECURITY PRACTICES AND PROCEDURES
Digital Schools employs best practices in the administration and maintenance of security and support for its clients. Best practices is defined by equipment, capacity, load testing, maintenance, external review and support, security practices. This document has been prepared to provide an overview for our clients. Background Security protocols are mandatory for every county and county. Data access, maintenance, retrieval, storage and supervision are critical both for the educational entity and its vendor. Digital Schools has made a significant investment in equipment and oversight to ensure that we bring the best practices to ensuring the integrity of your data. These best practice security protocols are applied to our information technology services and support, software development, and training protocols. We also maintain best practices recommendations for our clients; this includes implementing secure registration processes, password strength policies, as well as session timeouts. Security Protocols: Industry Best Practices Digital Schools provides a Health Insurance Portability and Accountability Act (HIPAA) secure facility. The Digital Schools Suite is configurable according to the definition of Configuration as contained in the Master Services Agreement. HIPAA adaptations that specifically pertain to our security protocols include (specific documentation is included within the document): Administrative Safeguards A written set of privacy procedures IT Manager responsible for developing and implementing all required policies and procedures -- including o The procedures address access authorization, establishment, modification, and termination. o Capture date and time when access passwords are changed o Display security notices at the start of the log-in process o Electronic approval of employee transactions required o Disconnect users already logged in after a specified time range o Limit user access based on job and roles o Single log in provides access to all authorized functions and ONLY the authorized functions o Audit trail of transactions that update data Management oversight and organizational buy-in to comply with the documented security controls. Procedures clearly identify employees or classes of employees who shall have access to data. Access is defined by the County and must be restricted to only those employees who have a need for it to complete their job function.
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Outsource vendor (i.e. Kodiak Technology Group) of Digital Schools has a framework in place to comply with security requirements. Further out-sourcing of data handling functions must be cleared with Digital Schools and the vendor must comply with security provisions. A contingency plan is in place for responding to emergencies. Counties also are responsible for backing up their data and having disaster recovery procedures in place. Testing activities and change control procedures are documented.
Physical Safeguards Controls govern the introduction and removal of hardware and software from the network. (When equipment is retired it is disposed of properly to ensure that data is not compromised.) Access to equipment containing personnel data is carefully controlled and monitored. Access to hardware and software is limited to properly authorized individuals. Required access controls consist of facility security plans, maintenance records, and visitor sign-in and escorts. Capture of unauthorized access attempts County policies are to be in place to address proper workstation use. Workstations should be removed from high traffic areas and monitor screens should not be in direct view of the public. If the Districts and/or Counties utilize contractors or agents, they too must be fully trained on their physical access responsibilities.
Technical Safeguards Control of access to computer systems and enabling covered entities to protect communications containing data transmitted electronically over open networks from being intercepted by anyone other than the intended recipient. Information systems housing data are protected from intrusion. (I.E. When information flows over open networks, encryption is utilized. If closed systems/networks are utilized, existing access controls are considered sufficient and encryption is optional) Each county is responsible for ensuring that the data within its systems has not been changed or erased in an unauthorized manner. Data corroboration may be used to ensure data integrity. Web-based components have secured access (not open or available to casual viewing) and data is protected in transit via SSL encryption.
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Other Specific Notes DS Suite: A comprehensive and configurable security matrix determines the access of all County Office, School Site and Departmental users. Users access is typically role and/or job based. Not all users have access to all of a Countys data. (See above) DS Access: Employee access is limited to that employees records and only that information the County has approved for employee self service functions. (See above) DS Reports & DS PCA (Position Control Action): The DS Suite security matrix also determines the access of all County Office, School Site and Departmental users. User access is typically role- and/or job-based. Not all users have access to all of a Countys data. Typically, site/departmental users shall be restricted to only data from employees at that site/department, and sensitive/confidential data (i.e. SSN) is not visible to these users. (See above)
IT Infrastructure The Digital Schools Suite is a fully-hosted, internet based application service and is served from our secure data center. All sensitive traffic to and from the datacenter is subject to Digital Schools Security Policies and is encrypted from end to end using e-commerce strength encryption protocols (SSL). In the fall of 2008, Digital Schools made a rather significant investment in acquiring top of the line servers and contracting with a proven technology resource support group. This investment and change was made as we moved to the 2X Application Server, from Citrix, to provide our clients an efficient, robust and highly secure solution. The existing suite has a SQL Server backend and a mixture of MS Access and ASP.NET, where the MS Access components are deployed through a terminal services application known as 2X. The new suite, when completed, will have a SQL server backend, all business logic in .NET (c#) exposed through web services, and an Adobe Flex front end. Adobe Flex runs in any browser using the Adobe Flash Player plug-in. Secure Data Center Lombard, IL and (failover) Chicago Board of Trade (CBOT) Our servers are located in a highly secure center in Lombard, IL and (as failover) in the highly secure Chicago Board of Trade (CBOT). Both require a high level of clearance for access, and secure protocols for egress (e.g. clearance is required to even take a computer from the building). Both are generally removed from some of natures forces (primarily earthquakes and threats thereof) that can and do disrupt transmissions. Both are served by major power grids. While we never like for power outages to disrupt our transmissions, the financial markets are perhaps even more sensitive. Temperature controlled and monitored, the hardware is placed in a highly monitored and maintained environment.
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The Digital Schools datacenter is equipped with multiple fail safe paths to the Internet as well as physical access security, redundant power, environmental controls, and fire protection systems.
Backups Secure offsite backup services ensure the protection of critical data in the unlikely event of a catastrophic systems failure. Sufficient bandwidth is available for shipping of backups to off site location. Databases are backed-up four times per hour and shipped to our remote location nightly over a secured connection. Digital Schools Core Suite and the 2X Application Server Core elements of the Digital Schools Suite rely on access and printing services using the secure 2X Application Server Client to allow connections to any one of several redundant front end servers with integrated and secured printing services. Network and Security Given the nature of the data in the Digital Schools Application, a comprehensive network security system is critical. Controls at the network level prevent unauthorized access through the use of Firewall and VPN services, with identity based access security. Sensitive internet traffic is encrypted via 128 bit SSL. Web-based Suite Elements Certain elements of the Digital Schools Suite are web-based. These components utilize the very latest best practices for secure web application development, leverage Microsoft ASP.NET and IIS Web Server, and interface with back end database services on a protected private network for data retrieval and storage. All web-based traffic is encrypted using e-commerce grade SSL, and access is granted to users through a secure registration process modeled after that of the credit reporting agencies. INSTALLATION AND SYSTEM REQUIREMENTS DSC shall provide the necessary connection client files and installation instructions to the County's IT Department. During Implementation, DSC shall assist in configuring the connection client for each user. PC desktops must be setup with Windows 2000, Windows XP, or Windows Vista. In the case of Macintosh users, OS 10.3.9 or later is required. The Digital Schools client connection requires adequate network and Internet bandwidth in order to the deliver the application to the County. The County's IT Department shall be provided with the information and files to install, reinstall, and configure any subsequent clients.
Hardware and Software Requirements For Digital Schools Suite, we support computers meeting the hardware requirements as specified by Microsoft when using Windows 2000, XP and Vista. The 2X Application Server Client requires 30 MB RAM, 10 MB disk. Some features (like high color, sound, etc) shall only be available if the workstation has the appropriate hardware installed and properly configured. Apple Macintosh computers are supported using a remote desktop client.
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For our web based products, we support Internet Explorer v6 and above and Firefox v2 and above. Internet Explorer and Firefox web browsers require 128 MB RAM or more depending upon report length. At this time, the Safari browser is not fully supported; certain functionality may be unavailable.
Refresh Schedule We release critical bug fixes and security patches immediately. All other upgrades are performed monthly with an e mail notification to client prior to the upgrade regarding any new functionality or changes to existing functionality. Outages For any outages extending beyond one (1) hour in duration that are the direct responsibility of DSC, the county will be compensated at the rate of $150/hour, paid in 15 minute increments.
PROGRAMMING LANGUAGE Web based tools are written in Microsoft ASP.NET (C#). The DS Suite is written in Microsoft Access with Visual Basic. We are in the process of converting the entire application to a .NET platform. Database backend is Microsoft SQL Server. 2X Application Server Client 30 MB RAM, 10MB disk. Some features (i.e. high color, sound, etc) shall only be available if the workstation has the appropriate hardware installed and properly configured. Internet Explorer and Firefox web browsers require 128 MB RAM or more depending upon report length.
REMOTE HOSTED SERVER (Summary) The hosted server, security, backups and administration located at our Internet service provider center include the following: Application servers Microsoft SQL Servers Web servers
Four levels of data security: Firewall equipment All remote client connections secured with SSL Secure and protected data connections Password based authentication to control user permissions Redundant data backup and disaster recovery plans:
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Incremental backups are performed every fifteen (15) minutes, and are stored on a separate server onsite. All data and application files are mirrored daily to a secondary site with fail-over capabilities.
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EXHIBIT C: MANDATORY STATE AND FEDERAL REPORTS DIGITAL SCHOOLS AND DISTRICT OBLIGATIONS AND REQUIREMENTS
OBLIGATIONS Digital Schools guarantees that the Digital Schools Suite|Plus will provide the district with the ability to produce pre-defined data extracts and/or preformatted reports necessary for the purpose of fulfilling specified mandated state and federal reporting requirements (See MSA Reports definition). As these reporting requirements change, Digital Schools shall make timely and necessary changes to the Digital Schools Suite|Plus application to ensure that districts can fulfill these reporting requirements. District shall maintain all necessary data for complying with state and federal mandated reporting requirements. District shall also review the list of specified reports for accuracy and completeness, and advise Digital Schools if they become aware of any changes to state or federal mandated reporting requirements. In the event that Digital Schools fails to provide the specified information and/or preformatted report for a specified mandated report requiring the data in the DS Suite|Plus Digital Schools agrees to provide the district with a credit of $500 for the missed deadline of the report and to pay the Districts penalty for late submission. This penalty is enforceable based on the 45 day notification from the District of required reports or report changes. Following is the list of state and federal mandated reports as of the date of contract signing. Digital Schools will maintain and update this list California Mandated Reports Board Reports Personnel Reports (approval of hires, terminations, etc.) Accounts Payable Pre-List or Bill List for Board Approval (includes coversheet) Payroll Check Register (includes coversheet) Summary Budget Report Cash flow report State Finance Reports SACS report(s) preliminary budget; interim reports; annual audit State Payroll Reports Quarterly Contribution Return & Report of Wages (DE 9/DE 9C) Quarterly Contribution Return for School Employers (DE 9423) CalPERS Payroll reports CalSTRS Payroll reports
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Federal Payroll Reports: Annual Wage and Tax Statement (Form W-2) Transmittal of Wage and Tax Statements Summary (Form W-3) Nonemployee (Independent Contractor) Wage Form (Form 1099) Annual Summary & Transmittal of U.S. Information Returns (Form 1096) Quarterly Federal Tax Return (Form 941 or 944) Annual Federal Unemployment Tax Return (Form 940) Annual Return of Withheld Federal Income Tax (Form 945)
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MPUSD Contract

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MASTER SERVICES AGREEMENT

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MASTER SERVICES AGREEMENT

SCOPE AND STRUCTURE; ORDER OF PRECEDENCE.

MASTER SERVICES AGREEMENT

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Services Digital Schools Suite|PlusTM

Annual Fees Are Subject to FTE adjustment as indicated below

FTE Rate/ Month2

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EXHIBIT A GUIDELINES, SERVICES, POLICIES AND PROCEDURES

No Child Left Behind Document NCLB highly qualified teacher compliance.

Professional Growth Tracking of educational course information by employee.

Emergency Contacts View employees emergency contact information.

Evaluations Track employee evaluation dates and outcomes.

Substitute Transactions Accounting of substitute work and associated pay.

Payroll Manager Manage all compensation related transactions by pay period.

Budgeting Unlimited number of budget scenarios

Manual Check Reconciliation

Accounts Receivable Manage cash receipts and deposits

Operational Test and Evaluation Implementation Completion

9.2. 9.3. 9.4. 9.5. 9.6.

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