SCHOOL BOARD OF BREVARD COUNTY OFFICE OF PURCHASING SERVICES 2700 JUDGE FRAN JAMIESON WAY VIERA, FL 32940-6601 ITN #12001/JO – Learning Management System – Office of Educational Technology VENDORS RECOMMENDED FOR AWARD: Vendor Name Estimated Amount Awarded Item Nos. Houghton Mifflin Harcourt $3,182,592.00 1 TOTAL $3,182,592.00 SOLICITATION SUMMARY Date Solicited: July 20, 2011 Number of Items/Groups: 1 Date Opened: August 18, 2011 No. Firms Solicited: 55 Present to Board: November 22, 2011 No. Firms Bidding: 11 CONTRACT TERM : The contract term shall commence November 22, 2011 and continue through November 21, 2016. RECOMMENDATION: (Posted 11/10/11 at 11:30 AM) It is the recommendation of Mr. Gino Butto, Assistant Superintendent – Office of Educational Technology, and staff, to award a contract to the most responsive, responsible proposer in accordance with the selection criteria published in the ITN, as indicated on the Ranking Summary, for an amount not to exceed $3,182,592.00. ACTION BY BOARD ____ Approved Recommendation(s) Above & Awarded Meeting Date: _____________ ____ Other ___________________________________ Joe O’Connor, Supervisor - Purchasing Specialist Office of Purchasing & Warehouse Services Mark Langdorf, Director Office of Risk Management Failure to file a protest within the time prescribed in s. 120.57(3), Florida Statutes, shall constitute a waiver of proceedings under Chapter 120, Florida Statutes.
Transcript
SCHOOL BOARD OF BREVARD COUNTY OFFICE OF PURCHASING SERVICES 2700 JUDGE FRAN JAMIESON WAY
VIERA, FL 32940-6601
ITN #12001/JO – Learning Management System – Office of Educational Technology VENDORS RECOMMENDED FOR AWARD:
Vendor Name
Estimated Amount Awarded
Item Nos.
Houghton Mifflin Harcourt
$3,182,592.00
1
TOTAL
$3,182,592.00
SOLICITATION SUMMARY
Date Solicited: July 20, 2011 Number of Items/Groups: 1 Date Opened: August 18, 2011 No. Firms Solicited: 55 Present to Board: November 22, 2011
No. Firms Bidding: 11
CONTRACT TERM:
The contract term shall commence November 22, 2011 and continue through November 21, 2016.
RECOMMENDATION: (Posted 11/10/11 at 11:30 AM)
It is the recommendation of Mr. Gino Butto, Assistant Superintendent – Office of Educational Technology, and staff, to award a contract to the most responsive, responsible proposer in accordance with the selection criteria published in the ITN, as indicated on the Ranking Summary, for an amount not to exceed $3,182,592.00.
Joe O’Connor, Supervisor - Purchasing Specialist Office of Purchasing & Warehouse Services
Mark Langdorf, Director Office of Risk Management
Failure to file a protest within the time prescribed in s. 120.57(3), Florida Statutes, shall constitute a waiver of proceedings under Chapter 120, Florida Statutes.
PURCHASE AGREEMENT This Purchase Agreement is subject to the terms and conditions herein set forth, effective as of November 22, 2011 and is by and between Houghton Mifflin Harcourt Publishing Company (“HMH”) and Brevard Public Schools (“School/District”).
1. DEFINITIONS. The following terms have the respective meanings set forth below: A. “Agreement” means this Purchase Agreement, with all appendices, annexes, attachments and exhibits. This Agreement shall be the only terms and conditions applicable to the purchase of Products and services as set forth herein. Appendix A –Pinpoint Products Exhibit 1 – License Terms Exhibit 2 – Maintenance & Support Exhibit 2(a)-Hosting Services Appendix B –Payment Plan Appendix C –Professional Services Agreement Work Order # 1 to Professional Services Agreement
B. “Products” and “Digital Products” means the
Pinpoint modules as listed in Appendix A, and the Pinpoint maintenance and support and hosting services, as listed in Appendix A, Exhibits 2 and 2(a). 2. PURCHASE AUTHORIZATION. School/District represents and warrants that it has complied with all requirements necessary to authorize the execution of all purchase agreements with HMH and that the signing party(ies) is/are authorized to sign on behalf of and contractually bind the School/District without condition other than the terms of this Agreement. 3. TRAINING, CONSULTING AND PROFESSIONAL SERVICES. HMH shall provide training, consultants and professional services as set forth in Work order #1 to Appendix C Professional Services Agreement during the Term of this Agreement. Any additional services not provided in Appendix C shall be delivered only under HMH’s standard Professional Services Agreement and mutually agreed upon Work Order(s). 4. PURCHASE/PRICE/DELIVERY/PAYMENT.
a. This Agreement is entered into by and between School/District and HMH. School/District agrees to license and/or purchase Products for the aggregate amount of Three million, One hundred and Eight Two thousand Five Hundred and Ninety two dollars, ($3,182,592), based on District enrollment of 67,593
students. School/District is solely responsible for all purchase decisions, including ensuring the compatibility and suitability of all products and subscriptions and the procurement of any necessary third-party hardware or software. If shipped, all Products are provided F.O.B. from HMH facilities. The School/District’s billing address is 2700 Judge Fran Jamieson Way, Viera, FL 32940-6601
b. The School/District shall pay all applicable local
sales and use taxes and/or duties due on purchases. Proof of sales tax exempt status must be on file with HMH for any order to be treated as a sales tax exempt transaction. If applicable, the School/Districts’ Tax Exemption Certificate Number: ______________________
c. Payment terms under this Agreement are net
forty-five (45) days from date of invoice, as provided in the payment plan set forth in Appendix B, if applicable. Invoices unpaid after thirty (30) days past the due date shall accrue interest at the rate of 1% on the unpaid balance. Until such time as all outstanding and overdue invoices are paid in full HMH shall have the right to: (a) suspend any service or rights under any license, or (b) demand the return of some or all of the Products delivered to District but not paid for by District. HMH reserves the right to seek reimbursement for the costs of collection and attorneys’ fees in connection with overdue and unpaid invoices. Payments are nonrefundable.
d. Contemporaneously with the execution of this
Agreement, School/District shall issue a purchase order to:
Houghton Mifflin Harcourt 181 Ballardvale Street Wilmington, MA 01887 Attention: Janet Billings
e. All payments to HMH should be sent to the following:
Mailed to: HMH Receivables Co LLC 14046 Collections Center Drive Chicago, IL 60683 or via overnight courier to: Bank of America Lockbox Services
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14046 Collections Center Drive Chicago, IL 60693
5. LIMITED WARRANTY; DISCLAIMERS. Warranties for the Products purchased under this Agreement shall be solely as referenced in the License Terms set forth in Appendix A as Exhibit 1. HMH provides no representations or warranties that the School/District hardware or software environments and their configuration are compatible or suitable for the operation of digital Products. 6. HMH INTELLECTUAL PROPERTY RIGHTS; CONFIDENTIALITY. The intellectual property contained in the Products is considered “Confidential and/or Proprietary Information” to HMH and may contain valuable trade secrets and are protected by copyright and other intellectual property rights. School/District, as an end user, is authorized to use Digital Products subject to the License Terms attached in Appendix A as Exhibit 1, the on-line Terms of Use supplied with the Products and the applicable trademark, copyright and other intellectual property, federal and state laws of the U.S. “Confidential and/or Proprietary Information” shall include the source and object code, trade secrets, methodologies, implementation processes, content and other materials found in Products. Neither party shall disclose the other’s Confidential and Proprietary Information, except that HMH may include the name of the School/District as part of any general press release or other promotional or marketing materials about HMH’s business, or where such disclosure is required by law or the District’s regulatory authorities. 7. LIMITATION OF LIABILITY. HMH SHALL NOT BE LIABLE TO SCHOOL/DISTRICT FOR ANY UNAUTHORIZED USE OF PRODUCTS OR ANY SERVICES FOR ANY PURPOSES OTHER THAN AS DESCRIBED IN THIS AGREEMENT, NOR FOR ANY DAMAGES TO COMPUTERS, COMMUNICATION SYSTEMS, DATA OR SERVICES THAT MAY ARISE AS A RESULT OF USE OF DIGITAL PRODUCTS. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUE. HMH'S LIABILITY IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE FEES PAID HEREUNDER BY SCHOOL / DISTRICT TO HMH DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY. 8. TERM OF AGREEMENT. The term of this Agreement will
begin effective as November 22, 2011 and shall continue until November 21, 2016.
9. ASSIGNMENT. School/District shall not assign or otherwise transfer its rights or delegate its obligations hereunder without HMH’s prior written consent. Any attempted assignment, transfer, or delegation without such consent shall be void. HMH may freely assign this Agreement, including any of the obligations and rights to payment set forth herein. Neither party shall have any right of set off in connection with rights and obligations associated with this Agreement. 10. ENTIRE AGREEMENT. This Agreement, including the appendices and exhibits incorporated herein by reference, constitute the entire understanding and agreement between HMH and School/District with respect to the subject matter hereof and supersedes all prior agreements, representations, understandings, negotiations and communications between the parties pertaining thereto. Any modifications or amendments to this Agreement must be in writing signed by a duly authorized agent or representative of HMH and School/District. Specifically, any contrary, inconsistent, or additional terms incorporated in any other documents will be of no force or effect whatsoever. This Agreement binds the School/District and each of its employees, agents, contractors and representatives. 11. TERMINATION OF AGREEMENT. Either party may terminate this Agreement for material breach. To terminate the agreement, the non-breaching party shall provide written notice of breach to the breaching party. The breaching party shall have sixty (60) days from receipt of the notification to cure said breach. Failure to make payments on invoices due shall constitute material breach of this Agreement. In the event the breach is not cured, the non-breaching party shall give the breaching party formal notification of termination of this Agreement. Upon said notice the due date of all invoices shall be accelerated such that they become due and payable as of the date of termination. The provisions of Sections 5 through 15 shall survive termination of this Agreement. School/District reasonably believes that sufficient fiscal funds will be obtained for the term of this agreement. School/District shall have the right within thirty (30) days after the beginning of the 2012/13 fiscal year (July 1,2012) and any subsequent fiscal year to terminate this agreement, upon written notice, without further obligation if fiscal funds are not appropriated Such written notice will state a) That the lack of funds is the reason for termination, and b) Agreement not to replace the services being terminated with similar to those covered in this proposal from another vendor in the succeeding
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funding period. “This written notificiation shall thereafter release the School/District of all further obligations in anyway related to the services covered herein.” In addition, in the event of an early termination of this Agreement, including without limitation for a termination for non-appropriation, HMH shall retain all fees previously paid HMH hereunder, the license to the Digital Products shall terminate effective as of the date of early termination, and School/District shall promptly cease using the Digital Products and return or destroy all files thereof to HMH. Upon HMH request, an officer of the District will provide written certification of the District’s compliance with the foregoing provisions 12. FORCE MAJEURE. Except for School/District’s payment obligations under this Agreement, neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control. 13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law provisions. 14. NOTICES. All notices and other communications required or permitted under this Agreement shall be in writing and served in person, by US Mail, or Federal Express or equivalent carrier at the following address:
If to HMH: Houghton Mifflin Harcourt Publishing Company Attn: General Counsel 222 Berkeley Street Boston, MA 02116 If to School/District:
Brevard Public Schools 2700 Judge Fran Jamieson Way, Viera, FL 32940-6601
15. MISCELLANEOUS. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement shall remain in force and in effect and be construed so as to best effectuate the intention of the parties upon execution. The paragraph headings contained herein are for reference only. The waiver of one default shall not waive subsequent defaults of the same or different kind.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally bound thereby. Brevard Public Schools Signature: ______________________________ Print Name: _____________________________ Title: ___________________________________ Effective Date: ___________________________ Houghton Mifflin Harcourt Publishing Company Signature: ______________________________
This Appendix A is attached to and forms a part of the Purchase Agreement dated November 22, 2011 by and between Houghton Mifflin Harcourt Publishing Company and Brevard Public Schools.
“Products” and/or “Digital Products” means the computer program(s) and related Maintenance Enhancements collectively called “Pinpoint,” consisting of the modules specified below.
Modules: Instruction (including Assessment, Curriculum, Parent and Student Portals)
Analytics
Teacher Evaluation
Gradebook
Data Warehouse
Professional Development Delivery
Professional Development Manager
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Exhibit 1 License Terms for Digital Products - Pinpoint
This Exhibit 1 is attached to and forms a part of the Purchase Agreement dated November 22, 2011 by and
between Houghton Mifflin Harcourt Publishing Company (“HMH”) and Brevard Public Schools (“School/District”). 1. License. The Digital Products are copyrighted and licensed (not sold). By downloading from a web or ftp site or otherwise installing or using the Digital Products, School/District accepts and agrees to these License Terms. These License Terms include the on-line Terms of Use applicable to the Digital Products. If School/District is not willing to be bound by these License Terms, School/District should not download, install or use the software or install the Digital Products and should return the Digital Products immediately, and School/District will receive a full refund if returned within 90 days of receipt of the Digital Products. 2. License Grant and School/District Restrictions. Subject to School/District’s compliance with its obligations under these License Terms, HMH hereby grants to School/District, and School/District accepts, a non-exclusive, non-assignable, non-transferable license to use the Digital Products in machine-readable, object code form, and the accompanying user documentation, solely for school or district-wide internal use by School/District’s employees, and only as authorized in these License Terms. School/District agrees that it will not assign, sublicense, or transfer School/District's rights under these License Terms, or pledge, lease, rent, lend or sell School/District's copy of the Digital Products to others. School/District agrees that it will not reverse assemble, reverse compile, reverse engineer, or otherwise translate the Digital Products or derive the Digital Products' source code. School/District agrees that it will not repair, modify, enhance, or create derivative works of the Digital Products or authorize others to do so, and that any such derivative works are the exclusive property of HMH. Under no circumstance may School/District export or re-export the Digital Products. School/District will not remove or destroy any confidentiality, proprietary, trademark, or copyright markings or legends belonging to HMH that have been placed on or contained within the Digital Products. All copies made must contain such markings and legends. School/District may make machine-readable copies of the licensed Digital Products and copies of the documentation, for School/District's own use only, and in accordance with any agreed upon pricing. 3. HMH's Rights. School/District acknowledges and agrees that the Digital Products are proprietary to HMH and its licensors and protected under U.S. copyright law. School/District further acknowledges and agrees that these License Terms do not convey to School/District an interest in or to the Digital Products, but only a limited right of use revocable in accordance with these License Terms. School/District has no right or license to take any action not expressly and specifically granted by these License Terms. School/District shall permit representatives of HMH at all reasonable times to inspect any location at which the Digital Products are used or kept. 4. Trademarks. Pinpoint and Houghton Mifflin Harcourt are trademarks of Houghton Mifflin Harcourt Publishing Company. No right, license, or interest in or to any trademarks of HMH is granted hereunder, and School/District agrees that no such right, license, or interest shall be asserted by School/District with respect to such trademarks. 5. Restricted Rights Legend. The Digital Products are “Restricted Computer Software” as defined in the Rights in Data-General Clause at FAR 52.227-14. Their use, duplication or disclosure by or to the United States government is subject to the restrictions, as applicable, set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
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Software clause at DFARS 252.227-7013, subparagraphs (c)(1) and (2) of the Commercial Computer Software--Restricted Rights at C.F.R. 52.227-19, and/or particular department or agency regulations providing protection equivalent to or greater than such cited clauses and subparagraphs. The contractor/manufacturer is Houghton Mifflin Harcourt Publishing Company, 222 Berkeley Street, Boston, MA 02116, (617) 351-5000. 6. Term. These License Terms are effective upon receipt of the Digital Products and shall continue during the Term, unless earlier terminated. Either party may terminate these License Terms upon the breach by the other of any material term hereof, in accordance with Section 11 of the Purchase Agreement. Upon breach, in addition to any and all other remedies available to it, HMH shall have the right of injunctive relief. Upon termination for any reason, School/District agrees to return to HMH the Digital Products and all copies and portions thereof, to cease any and all further use of the Digital Products, to pay all outstanding amounts owed to HMH, and to certify compliance with the foregoing in writing within ten days of termination. Sections 3, 4, 5, 6 and 8-10 shall survive termination of these License Terms. 7. Limited Warranty. HMH warrants, for School/District's benefit alone, for a period of 90 days from the date of School/District's initial receipt of the Digital Products, that if a defect in the Digital Products appears, and if School/District provides reasonable notice to HMH of the defect, HMH will attempt to cure or remove the defect or otherwise repair or replace the Digital Products, in its discretion. HMH's obligations under this paragraph will not apply if any defect results from School/District's misuse, alteration, or damage of the Digital Products, or use of the Digital Products with any hardware or software not authorized by HMH. School/District agrees that the foregoing constitutes School/District's sole and exclusive remedy for breach by HMH of these License Terms or failure of the Digital Products to perform in any respect, regardless of whether this remedy fails of its essential purpose. Notwithstanding the above, for a period of 90 days from School/District's receipt of the Digital Products, School/District may return the Digital Products, and all copies and portions thereof, and cease any and all further use of the Digital Products, for a full and complete refund if School/District is not satisfied with the Digital Products for any reason; provided, however, that this money back guarantee applies only with respect to the initial Digital Products first received by School/District, and it does not apply with respect to subsequent Maintenance Enhancements. 8. Disclaimers. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7, THE DIGITAL PRODUCTS ARE LICENSED, AND ANY MAINTENANCE AND SUPPORT IS PROVIDED, “AS IS,” AND HMH DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, REASONABLE CARE AND WORKMANLIKE PERFORMANCE. THE PACKAGING OR PROMOTIONAL MATERIALS PROVIDED TO SCHOOL/DISTRICT DO NOT CONTAIN EXPRESS WARRANTIES OF ANY KIND. HMH DOES NOT WARRANT THAT (1) THE DIGITAL PRODUCTS ARE ERROR-FREE; (2) USE OF THE DIGITAL PRODUCTS COMPLIES WITH ANY AND ALL APPLICABLE DUTIES OF CARE OR STATE OR FEDERAL LAWS OR REGULATIONS; OR (3) THAT USE OF THE DIGITAL PRODUCTS WILL NOT VIOLATE ANY THIRD-PARTY'S RIGHTS. HMH DISCLAIMS ANY WARRANTIES GOVERNING, AND WILL NOT BE RESPONSIBLE FOR, ANY LOSS, DAMAGE, OR INJURY RESULTING FROM USE OF THE DIGITAL PRODUCTS. SCHOOL/DISTRICT AGREES THAT SCHOOL/DISTRICT IS SOLELY RESPONSIBLE FOR AND WILL COMPLY WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS. 9. Limitation of Liability. HMH'S CUMULATIVE LIABILITY TO SCHOOL/DISTRICT OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THE DIGITAL PRODUCTS OR THESE TERMS SHALL NOT EXCEED AMOUNTS PAID BY SCHOOL/DISTRICT WITHIN THE THREE MONTH PERIOD IMMEDIATELY PRECEDING HMH'S RECEIPT OF NOTICE OF A CLAIM FOR DAMAGES BY SCHOOL/DISTRICT. IN NO EVENT SHALL HMH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE FAILURE OR MALFUNCTION, OR LOSS OF FEDERAL OR STATE BENEFITS OR PRIVILEGES, EVEN IF HMH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING OUT OF TORT, CONTRACT, WARRANTY OR STRICT LIABILITY, AND EVEN IF THE LIMITED WARRANTY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
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Exhibit 2
Maintenance & Support for Digital Products- PinpointTM
This Exhibit 2 is attached to and forms a part of the Purchase Agreement dated November 22, 2011 by and
between Houghton Mifflin Harcourt Publishing Company (“HMH”) and Brevard Public Schools (“School/District”).
1. Maintenance & Support. In consideration of School/District's timely payment of the amounts due under this Agreement, HMH will provide to the School/District maintenance and support with respect to the Digital Products (“Maintenance & Support”) during the 5 Year Term of this Agreement, as set forth in this Exhibit.
2. Continuation of Maintenance & Support during Term; Hosting. In the event of School/District’s failure to pay the amounts due hereunder, HMH shall be under no obligation to provide maintenance, hosting (if elected below) or support. In order to reinstate such Maintenance & Support, School/District must pay all standard HMH maintenance fees for the period of lapsed Maintenance & Support in addition to the annual standard HMH maintenance fee then otherwise due. The box below is marked with an “X” if School/District has elected HMH hosting of Digital Products:
HMH hosting elected for the following products: The Pinpoint Digital Products
3. Maintenance Enhancements. HMH will provide Maintenance Enhancements on an if-and-when available basis to School/District as HMH develops same from time to time and in the ordinary course of business. HMH is under no obligation to provide Maintenance Enhancements or to do so by any time certain. “Maintenance Enhancements” means revisions reflecting changes in state or federal reporting requirements, functional upgrades, and new versions or releases. HMH will not provide Maintenance Enhancements for prior versions of the Digital Products once a new version is released. School/District is solely responsible for procuring and maintaining any hardware or software necessary to use the Digital Products.
4. Support. A customer support help desk will be available. This support will include telephone, facsimile, and
email support for the most current version of the Digital Products.
4.1. Overview HMH’s Digital Customer Services group (DCS) provides prompt response to incoming support requests from end users of the Services. A customer may report a problem and request support via the applicable toll-free telephone support number or email address set forth in Section 4.4. Customer’s support request must include a description of the problem with reasonable specificity and HMH will categorize the problem as Priority 1, 2, 3 or 4 (See description below in Section 4.2).
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4.2. Priority Level Descriptions Priority Level Category Description Example
1 System Down A problem or event that is widespread and affects multiple users, departments, or sites.
Inability for any customer to reach site. Identified as a site outage.
2 Work Stoppage A problem or event that prevents a single user from working. No workaround is available.
Application issue that does not allow the program to operate as designed.
3 Work Impaired A critical problem exists where the end user is impaired, but not disabled. A work around exists.
Issue exists but desired results can still be achieved.
4 Maintenance support
A non-critical issue exists and can be scheduled to resolve.
Changes to the site such as updates and profile changes.
4.3. Priority Level Response Timelines The following table describes HMH’s typical response timelines for customer support requests. These timelines indicate response times: the periods in which HMH will diagnose a problem and communicate with the customer.
Priority 1 – System Down
At First Call 60 Minutes 2 Business Hours Ticket is opened and assigned a unique number. Ticket is routed to appropriate technician by SPOC.
Preliminary diagnosis complete and resolution actions being formulated. Updates made to ticket and efforts are coordinated with District/School staff.
HMH works with Customer on status of issue and follow up schedule for notification.
Priority 2 – Work Stoppage
At First Call 2 Business Hours 8 Business Hours 48 Business Hours Ticket is opened and assigned a unique number.
Customer has been contacted by technician and initial diagnosis is complete
Updates made to Customer via ticket.
Customer is contacted with status of issue and follow up schedule for notification.
Priority 3 – Work Impaired
At First Call 4 Business Hours 48 Business Hours
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Ticket is opened and assigned a unique number.
Customer is contacted by technician for diagnosis. Updates made to ticket.
Customer is contacted with status of issue and follow up schedule for notification.
Priority 4 – Maintenance Support
At First Call Ticket is opened and assigned a unique
number. Caller is notified of scheduled maintenance window. Ticket is closed.
4.4. Help Desk Contact and Hours of Operation
Pinpoint: Support Options Availability
Online Self-Support (http://techsupport.hmhpub.com) 24 Hours a Day, 7 Days a Week Product Support Features: • Troubleshooting System • User Tips and Hints • Current Patches & Updates • Frequently Asked Questions
E-mail Support ([email protected]) Emails answered during standard business hours 8:00 AM -11:00 PM EST Holidays Excluded
Telephone Support (877.233.6275) Monday-Friday8:00 AM -11:00 PM EST Holidays Excluded
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Exhibit 2(a)
Web Hosting for Digital Products- PinpointTM
This Exhibit 2(a) is attached to and forms a part of the Purchase Agreement dated November 22, 2011 by and between Houghton Mifflin Harcourt Publishing Company (“HMH”) and Brevard Public Schools (“School/District”).
5. Hosting. In consideration of School/District's timely payment of the fees due under this Agreement, HMH will
provide to the School/District web hosting service with respect to the Digital Products selected for hosting on Exhibit 2 (the “Hosting Service”) during the 3 Year Term as set forth in this Exhibit. As used in this Exhibit, HMH shall also refer to HMH’s third party supplier of hosting services, but HMH will retain responsibility to School/District for all services.
6. License. Subject to the terms and conditions of the Agreement, including without limitation Exhibit 1, HMH hereby grants to School/District and School/District hereby accepts, a non-exclusive, non-transferable license commencing on the applicable Effective Date for its authorized users to access the Hosting Service solely to utilize the hosted Digital Products for permitted uses. School/District shall not permit use or access by entities other than School/District and its authorized users. The foregoing licenses shall terminate upon the earlier to occur of the expiration or termination of Exhibit 2.
7. License Restrictions. School/District may not operate a revenue-producing service, including without limitation any subscription-based service, using the Hosting Service without the express written consent of HMH. School/District may not access the Host Server for any purpose other than utilization of the hosted Digital Products. School/District agrees not to assign, sell, distribute, lease, rent, sublease or transfer the Digital Products or the Hosting Service.
8. Unauthorized Uses. School/District shall not, and shall not permit its authorized users to, use the Hosting Service for the storage or distribution of material that infringes any proprietary rights of a third party, that is libelous, obscene or pornographic, that interferes with the ability of other customers of HMH to use the Hosting Service, that contains any virus, worm or similar unauthorized code, that violates any requirement of law, or that in HMH’s reasonable judgment is offensive or otherwise harmful to HMH or its customers. HMH shall have the right to delete any such materials and to suspend, or to require School/District to suspend, the responsible authorized user’s access to the Hosting Service.
9. Service Levels. HMH will use commercially reasonable efforts to meet the service levels set forth below, including without limitation those regarding data back-up and security. HMH DOES NOT WARRANT THAT THE HOSTING SERVICE WILL OPERATE WITHOUT INTERRUPTION OR INTRUSION.
[SEE NEXT PAGE FOR SERVICE LEVELS]
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Web Hosting Service Levels Service Level Description Application Availability / Uptime HMH’s objective for Hosting Service availability is twenty-four hours a day / seven days a
week, except during Scheduled Maintenance and Excusable Downtime. Scheduled Maintenance HMH shall implement a regularly scheduled maintenance period for the Hosting Service at a
time to minimize disruption during School/District’s normal business hours. In the event of planned outages, the School/District will be informed by HMH.
Excusable Downtime Excusable Downtime consists of any hours during which the Hosting Service is unavailable due to causes beyond HMH’s reasonable control including, without limitation, failure of suppliers, subcontractors and carriers, acts of God, fire, flood, earthquake, acts of war, governmental acts, insurrection, terrorism, riots, civil disorders, rebellions or revolutions, strikes, criminal acts of third parties, catastrophic failure of the Internet and/or any other cause beyond the reasonable control of HMH. Furthermore, excusable downtime includes unavailability of the Hosting Service that is caused by technological issues reasonably beyond HMH’s control including but not limited to (a) vicious denial of service attacks, including hacks, denial of service and malicious introduction of viruses and disabling devices that occur despite implemented security measures to protect against such attacks (b) the performance of the Internet as a whole, including inter-ISP routing delays and unforeseen latency problems between carriers on the Internet and (c) the performance of the User’s Internet Service Provider, including the ISP’s backbone network and the User’s interconnection with the ISP. In addition, if HMH suspects any unauthorized access or use of the Service(s) and HMH believes that such unauthorized use may cause corruption, injury or physical damage to HMH’s computers, data or electronic files, the Site, the Service(s) or a third party, then HMH has the reasonable right to suspend all or part of the Service or the Site access of Customer immediately without prior notice to protect itself or third parties, and HMH shall promptly notify Customer of the suspension and work together with Customer to cure the problem. Such suspension shall also be considered Excusable Downtime.
System Virus Protection HMH maintains commercial antivirus (AV) products installed from a top-tier, industry-recognized vendor on systems deployed in the Hosting Service. Such AV products are centrally updated and monitored. HMH shall address suspicious activity, as appropriate.
Back-ups & Recovery HMH shall uses commercially reasonable practices to provide proper backup, retention and recovery capabilities to support the Hosting Service. HMH maintains backup servers and telecommunications connections and maintains daily backups of School/District Content (as defined herein) on such backup servers. HMH’s disaster recovery and contingency planning equipment, software and telecommunications connections are designed to enable HMH to provide the Hosting Service on and from such backup servers within forty-eight (48) hours of any disruption of the Hosting Service.
Storage and Security HMH operates and maintains its systems to maximize the security, confidentiality and integrity of School/District content and other proprietary information transmitted through or stored on the server on which the Hosting Service runs, including, without limitation: (i) firewall protection; (ii) maintenance of independent archival and backup copies; (iii) protection from network attacks and other malicious harmful or disabling data, works, codes or programs; (iv) a controlled approval process for granting access to administrative personnel; and (v) multi-factor authentication.
Monitoring HMH monitors and maintains the server on which the Hosting Service runs on a 24/7/365 basis.
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Appendix B
Payment Plan
This Appendix B (this “Appendix”) is attached to and forms a part of the Purchase Agreement dated November 22, 2011 by and between Houghton Mifflin Harcourt Publishing Company and Brevard Public Schools. Payment shall be made in accordance with the terms and conditions of the Agreement. The total amount of Three million one hundred and Eighty Two thousand Five Hundred and Ninety Two dollars, ($3,182,592,) shall be payable upon execution but due on the following schedule of installments:
$ 965,066 by November 30, 2011 $ 525,831 by November 30, 2012
$ 711,898 by November 30, 2013 $483,558 by November 30, 2014 $496,239 by November 30, 2015
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Appendix C
Professional Services Agreement
This Professional Services Agreement (this “Agreement”) dated November 22, 2011 (the “Effective Date”) is by
and between Houghton Mifflin Harcourt Publishing Company (“HMH”) and Brevard Public Schools (“School/District”). 1. DEFINITIONS. The following terms have the respective meanings set forth below:
A. “Services” means consulting work performed by HMH for School/District pursuant to a Work Order, agreed to by the parties, under this Agreement.
B. “Work Order” means HMH’s standard form for ordering Services, and shall specify the Services to be performed and the applicable payment terms. Each Work Order shall be executed by the parties and governed by the terms of this Agreement, and shall reference this Agreement by name and the Effective Date specified above. Attached as Exhibit 3 is Work Order #1, agreed upon by the parties and incorporated by reference herein to the Purchase Agreement
2. FEES AND PAYMENT.
A. Professional Fees. The total purchase price set forth in the Purchase Agreement includes fees Unless otherwise expressly specified in the applicable Work Order, the fees for Services shall be calculated on a time and materials basis, using HMH’s hourly rates current when the Services are performed. HMH’s hourly rates do not include out-of-pocket expenses or taxes. In addition to the fees for each time and materials Work Order, School/District will reimburse HMH for its actual out-of-pocket and travel-related expenses reasonably incurred in connection with its performance of the Services.
B. Fee Estimates. HMH shall specify a good-faith estimate of the total fees and expenses associated with the Services to be performed under each Work Order. HMH shall use reasonable commercial efforts to perform the Services so that the actual cost to School/District is less than or equal to the estimated fees set forth in the particular Work Order. HMH shall monitor on a weekly basis the actual days worked and the corresponding fees invoiced to School/District with respect to such Work Order. When actual fees reach eighty percent (80%) of the estimated fees set forth in the Work Order, HMH shall (i) notify School/District in writing promptly, (ii) provide School/District with a written estimate of the point in the project schedule at which HMH reasonably believes the actual fees incurred through that point will equal the estimated fees set forth in the Work Order, and (iii) if HMH reasonably believes that all tasks specified in the Work Order will not be completed without the actual fees for HMH’s Services exceeding the estimated fees set forth in such Work Order, then provide School/District with a revised written estimate of the total fees likely to be incurred by School/District to complete such Services.
C. Taxes. The School/District shall pay all applicable local sales and use taxes and/or duties due on purchases. Proof of sales tax exempt status must be on file with HMH for any order to be treated as a sales tax exempt transaction. If applicable, the School/Districts’ Tax Exemption Certificate Number: ___________. Confirming copy of evidence of such status is attached hereto.
D. Invoicing and Payment Terms. Invoicing and payment terms are provided in Section 4 and Appendix B of the Purchase Agreement . Invoices unpaid after thirty (30) days past the due date shall accrue interest at the rate of 1% on the unpaid balance. Until such time as all outstanding and overdue invoices are paid in full HMH shall have the right to suspend any services. HMH reserves the right to seek reimbursement for the costs of collection and attorneys’ fees in connection with overdue and unpaid invoices.
All payments to HMH should be sent to the following:
Mailed to:
HMH Receivables Co LLC 14046 Collections Center Drive Chicago, IL 60683
or via overnight courier to:
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Bank of America Lockbox Services 14046 Collections Center Drive Chicago, IL 60693
3. INTELLECTUAL PROPERTY INDEMNIFICATION.
A. Defense and Indemnity. If a third party claims that the Services or any deliverable resulting from such Services infringes any United States patent, copyright, trademark or trade secret, School/District must promptly notify HMH in writing. HMH will defend School/District against such claim if School/District fully cooperates with HMH and allows HMH to control the defense and all related settlement negotiations, and then HMH will indemnify School/District from and against any damages finally awarded for such infringement.
B. Injunction. If an injunction is sought or obtained against the Services or use of any deliverable resulting from such Services as a result of a third party infringement claim, HMH may, at its sole option and expense, (i) procure for School/District the right to continue using the affected deliverables, (ii) replace or modify the affected deliverables with functionally equivalent deliverables so that they do not infringe, or, if either (i) or (ii) is not commercially feasible, (iii) terminate the applicable Work Order and refund the fees received from School/District for the affected deliverables provided that the School/District promptly returns or certifies the destruction of the affected deliverables.
C. Disclaimer of Liability. HMH shall have no liability for any third party claim of infringement based upon (i) use of other than the unaltered version of the applicable deliverables; (ii) use, operation or combination of the applicable deliverables with non-HMH programs, data, equipment or documentation if such infringement would have been avoided but for such use, operation or combination; or (iii) any third party software. This Section 4 constitutes the entire liability of HMH, and School/District’s sole and exclusive remedy with respect to any third party claims of infringement of such intellectual property rights.
D. School/District Indemnity. If a third party claims that any information, design, specification, instruction, software, data or material furnished to HMH by or on behalf of School/District under this Agreement infringes any United States patent, copyright, trademark or trade secret, HMH must promptly notify School/District in writing 4. WARRANTY, EXCLUSIVE REMEDY AND DISCLAIMER.
A. Warranty. HMH will perform the Services in a manner consistent with generally accepted industry standards. School/District must report any deficiencies in the Services to HMH in writing within 90 days of delivery of the Services in order to receive warranty remedies.
B. Exclusive Remedy. For any breach of the warranty set forth in Section 5(a), School/District’s sole remedy, and HMH’s entire liability, shall be the re-performance of the Services. If HMH is unable to re-perform the Services as warranted, School/District shall be entitled to recover the fees paid to HMH for the deficient Services.
C. Disclaimer. OTHER THAN THE WARRANTY SET FORTH IN SECTION 5(a), HMH MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO ANY SERVICES SUPPLIED UNDER THIS AGREEMENT. HMH EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. 5. INTELLECTUAL PROPERTY. School/District retains its intellectual property rights that exist as of the Effective Date, and HMH has no right or license to use any such intellectual property rights except and only to the extent of providing Services to School/District under this Agreement. Upon payment of the applicable Services fees, HMH grants School/District a perpetual, non-exclusive, royalty-free license for internal use of anything developed by HMH for School/District under this Agreement. All copyrights, patent rights, and other intellectual property rights in such developments are retained by HMH. 6. TERM; TERMINATION.
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A. Term. This Agreement shall have a term (the “Term”) of commencing on the Effective Date and continuing through November 21, 2016, subject to termination as provided herein, and provided that this Agreement shall continue to apply after its expiration to any Work Order issued during the Term.
B. Termination of Agreement. Either party may terminate this Agreement at any time by providing the other party with prior written notice, provided, however, any Work Order outstanding at the time of such termination shall continue to be governed by this Agreement as if such Work Order had not been terminated.
C. Termination of Work Order. Either party may terminate a Work Order if the other party is in material breach of such Work Order and has not cured the breach within 30 days of receipt of written notice specifying the breach. Either party may terminate a Work Order for convenience (or without cause) by giving the other party 60 days prior written notice.
D. Termination Due to Non-Appropriation of Fiscal Funding – School/District reasonably believes that sufficient fiscal funds will be obtained for the term of this agreement. School/District shall have the right within thirty (30) days after the beginning of the 2012/13 fiscal year (July 1,2012) and any subsequent fiscal year to terminate this agreement, upon written notice, without further obligation if fiscal funds are not appropriated Such written notice will state a) That the lack of funds is the reason for termination, and b) Agreement not to replace the services being terminated with similar to those covered in this proposal from another vendor in the succeeding funding period. “This written notification shall thereafter release the School/District of all further obligations in anyway related to the services covered herein.” In addition, in the event of an early termination of this Agreement, including without limitation for a termination for non-appropriation, HMH shall retain all fees previously paid HMH hereunder, the license to the Digital Products shall terminate effective as of the date of early termination, and School/District shall promptly cease using the Digital Products and return or destroy all files thereof to HMH. Upon HMH request, an officer of the District will provide written certification of the District’s compliance with the foregoing provisions.
E. Effect of Termination. Termination of this Agreement and/or any Work Order shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall termination relieve School/District of its obligation to pay all charges that accrued prior to the effective date of such termination. The parties’ rights and obligations under Sections 4, 5, 6, 7, 8, 9, and 10 shall survive termination of this Agreement and/or any Work Order. 7. CONFIDENTIALITY. In connection with the performance of this Agreement, each party may have access to information that is confidential to the other (“Confidential Information”). Confidential Information shall be limited to the terms and pricing under this Agreement, and any Work Orders executed hereunder, and all other information clearly identified by the disclosing party as confidential. Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party. The receiving party agrees to hold the disclosing party’s Confidential Information in confidence for a period of two years after disclosure. The receiving party agrees, unless required by law, not to make the disclosing party’s Confidential Information available in any form to any third party for any purpose other than the implementation of this Agreement. 8. LIMITATION OF LIABILITY.
A. Limitation. HMH’s aggregate liability to School/District for damages concerning performance or nonperformance by HMH or in any way related to this Agreement, and regardless of whether the claim for such damages is based in contract, tort, strict liability, or otherwise, shall not exceed the amount of fees paid by School/District under the applicable Work Order.
B. No Consequential Damages. In no event shall either party be liable for any indirect, incidental, special, punitive or consequential damages, including without limitation damages for lost data or lost profits, even if that party has been advised as to the possibility of such damages.
C. Allocation of Risk. The provisions of this Section 9 allocate the risks under this Agreement between HMH and School/District. HMH’s pricing reflects this allocation of risk and the limitation of liability specified herein.
Pinpoint Standard Purchase Agreement 16
9. GENERAL PROVISIONS.
A. Relationship Between the Parties. HMH is an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees and contractors, as well as employment-related taxes.
B. Assignment of Personnel. HMH will try to honor School/District’s requests regarding the assignment of HMH employees and contractors to School/District’s project, but HMH reserves exclusively the right to determine the assignment of such resources.
C. Subcontracting. HMH may subcontract certain Services to third party providers, but shall remain responsible to School/District for completion of all Services.
D. Cooperation. School/District acknowledges that the timely provision of and access to office accommodations, facilities, equipment, assistance, cooperation, complete and accurate information and data from its officers, agents and employees, and suitably configured computer products are essential to performance of any Services, and that HMH’s ability to complete any Services may be dependent upon these things. If the relevant requirements, project plans, schedule, specifications, scope, design, software, hardware, system environment or architecture are changed by or on behalf of School/District, HMH shall not be responsible for the change unless School/District and HMH specifically consent to the change in writing.
E. Force Majeure. Except for School/District’s payment obligations under this Agreement, neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control.
F. Severability. If any part of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other parts of the Appendix.
G. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law provisions.
H. Notices. All notices and other communications required or permitted under this Agreement shall be served in person, by US Mail, or Federal Express or equivalent carrier at the following address:
If to HMH: Houghton Mifflin Harcourt Publishing Company Attn: General Counsel 222 Berkeley Street Boston, MA 02116 If to School/District: Brevard Public Schools 2700 Judge Fran Jamieson Way Viera, FL 32940-6601
I. Entire Agreement. Any amendment or modification to this Agreement or to any Work Order executed hereunder
must be in writing signed by both parties. This Agreement, along with any executed Work Orders, constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. The terms of this Agreement shall take precedence over any inconsistent terms contained in any Work Order. The paragraph headings contained herein are for reference only. The waiver of one default shall not waive subsequent defaults of the same or different kind.
J. Purchase Authorization. Subject to the availability of funding the School/District represents and warrants that it has complied with all requirements necessary to authorize the execution of this Agreement with HMH and that the signing
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party(ies) is/are authorized to sign on behalf of and contractually bind the School/District without condition other than the terms of this Agreement.
K. Software Licensed Separately. The Services provided under this Agreement may be in support of School/District’s license to use software that is owned or distributed by HMH under separate agreements that govern the use of such software. Neither this Agreement nor any Work Order includes the grant of any license or any other rights for such software. Any Services acquired from HMH shall be quoted separately from any such software.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed and intend to be legally bound thereby. Brevard Public Schools Signature: Print Name: Title: Effective Date: Houghton Mifflin Harcourt Publishing Company Signature: Print Name: Title: Effective Date:
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Work Order #1 to
Professional Services Agreement
This Work Order is issued pursuant to the Professional Services Agreement (the “Agreement”) dated November 22, 2011 (the “Effective Date”) by and between Houghton Mifflin Harcourt Publishing Company (“HMH”) and Brevard County School District (“School/District”). Any term not otherwise defined herein shall have the meaning specified in the Agreement.
DESCRIPTION OF THE SERVICES TO BE PERFORMED BY PARTIES: Scope. HMH and School/District agree to utilize a multi-step process for implementing the Digital Products identified in Appendix A. at 87 School/District schools for approximately 67,593 School/District students. In addition to the implementation of the Digital Products, the scope of effort includes:
i. application integration for up to one (1) School/District information technology systems to the Pinpoint Gradebook ii. application integration for up to four (4) School/District information technology systems to the Pinpoint Data
Warehouse iii. application integration for up to one (1) School/District information technology systems to the Pinpoint Analytics iv. application integration for up to two (2) School/District information technology systems to the Pinpoint Teacher
Evaluation v. integration of Pinpoint Analytics with the School/District MS Active Directory instance vi. configuration of a single analytics dashboard suitable that displays school-specific content for each of the 39
School/District schools vii. hosting of sandbox and test environments during time periods in which new Pinpoint modules are being
implemented viii. up to 120 hours of Brevard-specific custom configurations or report development ix. up to 26 days of Digital Products training to School/District trainers/users with each days class size not to exceed
15 participants x. up to 90- hours training to School/District trainers/users via WebEx
The parties agree that there will be no custom development as part of the implementation of the Digital Products. Implementation Methodology. The services to be provided by the parties for each phase of the process will be as follows:
A. Implementation Initiation Phase. School/District and HMH agree to jointly plan and execute an initial meeting between representatives of the School/District and HMH teams (“Program Kick-Off Meeting”). During the course of this meeting, the parties will facilitate the joint team through exercises designed to elicit information required to document a project vision, desired benefits, anticipated challenges, success measures, digital products priorities, digital products to release mapping, program communications approach and a two level project plan for the first Digital Product(s) release. School/District and HMH agree to jointly develop the solution architecture that details the high level design of the system including information technology system-to-system integration definitions. The School/District will define the governance, quality management, project management, and organizational change management processes that are mutually agreeable between the parties. The School/District will produce a charter document (“Program Charter”) consisting of content developed during the Implementation Initiation Phase that is mutually agreeable to the parties with regards to content, content quality, content specificity and format. Parties agree that all activities and deliverables for this phase must be complete before proceeding with any remaining phases.
B. Release Management Phase. For each Digital Product Release, the School/District and HMH agree to jointly plan and execute an initial meeting between representatives of the School/District and HMH teams (“Release Kick-Off Meeting”). During the course of this meeting, the parties will facilitate the joint team through exercises designed to elicit
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information required to document a release scope, desired benefits, anticipated challenges, success measures, release exit criteria, release stakeholders, release communication plan and project plan for the release. The School/District will implement the governance, quality management, project management, and organizational change management processes defined in the Implementation Initiation Phase. The School/District will produce a charter document (“Release Charter”) consisting of content developed during the Release Management Phase that is mutually agreeable to the parties with regards to content, content quality, content specificity and format. HMH will produce a project plan (“HMH Release Plan”) for all tasks that are exclusively assigned to the HMH team that is mutually agreeable to the parties with regards to content, content quality, content specificity and format. The School/District will produce a project plan (“Master Release Plan”) for all remaining tasks and includes references to milestones in the HMH Release Plan. The Master Release Plan will be mutually agreeable to the parties with regards to content, content quality, content specificity and format. Parties agree that all activities and deliverables for this phase must be complete before proceeding with any remaining phases.
C. Requirements Definition Phase. HMH will facilitate the School/District through requirements gathering tasks for Digital Product Configuration Workbooks, Application Integration Specifications and Hosted Server Technology Infrastructure. The School/District will be responsible for requirements definition for all remaining technology infrastructure. For this and all subsequent phases, the School/District will be responsible requirements definition related to all customized reports if desired by the School/District. For this and all subsequent phases, the School/District agrees to provide resources with the necessary project management capabilities and in adequate numbers to manage the project according to the Master Release Plan. For this and all subsequent phases, the School/District agrees to provide resources with the necessary skills and in adequate numbers to execute the project tasks according to the Master Release Plan. For this and all subsequent phases, HMH agrees to provide resources with the necessary project management capabilities and in adequate numbers to manage the tasks assigned exclusively to the HMH team project according to the HMH Release Plan. For this and all subsequent phases, HMH agrees to provide resources with the necessary skills and in adequate numbers to execute the project tasks according to the HMH Release Plan. Parties agree that all activities and deliverables for this phase must be complete before proceeding with any remaining phases.
D. Solution Configuration Phase. HMH will install, configure and verify the Digital Products based on the Digital Product Configuration Workbooks and Application Integration Specifications. School/District will develop, install and configure all software required to implement the Application Integration Specifications and Data Conversion Specifications requirements on School/District information technology systems. School/District and HMH agree to jointly develop the release solution architecture that elaborates the solution architecture to the degree required to configure the digital product in the district’s environment. With exception of the Web Hosting infrastructure, the School/District will be responsible for implementing all technology infrastructure required to achieve desired performance at School/District locations. Parties agree that all activities and deliverables for this phase must be complete before proceeding with any remaining phases.
E. Solution Testing Phase. School/District will plan, document and execute a user acceptance test that is mutually
agreeable to the parties with regards to content, content quality, content specificity and format. School/District will develop and implement defect reporting and resolution processes that are mutually acceptable to the parties. HMH adhere to agreed to defect reporting and resolution processes.
F. Solution Go-Live. School/District and HMH will jointly plan, document and execute a system go-live plan that is
mutually agreeable to the parties. Administrative Support: School/District will provide all administrative support required for successful delivery of all School/District and HMH services and will bear responsibility for all costs associated with this support. Facilities: School/District will provide all facilities required for successful delivery for all School/District and HMH services and will bear responsibility for all costs associated with these facilities. This includes, but is not limited to, providing suitable office space co-located with the School/District, internet connection, telephone and printing capabilities.
Brevard Public Schools G. Cost of Services Learning Management System
Houghton Mifflin Harcourt G–1
Price Proposal
Houghton Mifflin Harcourt’s (HMH) prices to provide Pinpoint™ as a comprehensive web-based solution for Brevard
Public Schools’ (BPS) Learning Management System (LMS) are presented in the table below. Please also note the
assumptions following the table related to our prices.
Table G–1. HMH’s Prices
*Per Addendum #1 to the Invitation to Negotiate (ITN), these modules will not be implemented until 2013. Associated licensing and implementation service fees are reflected in Year 3 of this pricing proposal.
